Common use of Termination of Administrative Services Agreement Clause in Contracts

Termination of Administrative Services Agreement. Following any termination of the Administrative Services Agreement and without limiting the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under this Agreement, the following shall apply: (a) The Ceding Company shall assume responsibility for the administration of the Covered Insurance Policies and the Existing Reinsurance Agreements. The Ceding Company may subcontract or outsource such responsibility to a third party administrator (a “TPA”) so long as the Ceding Company remains liable to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA can either be an Affiliate of the Ceding Company or a third party. (b) Subject to the terms and conditions of this Agreement, the Ceding Company or TPA, acting as a replacement administrator (as appropriate, the “Replacement Administrator”), shall have full authority to determine the Liabilities on any Reinsured Liabilities and may pay or settle such Liabilities as it deems appropriate; provided, that the Replacement Administrator acts in accordance with Sections 3.8(c) and (e). (c) The Replacement Administrator shall administer the Covered Insurance Policies and the Existing Reinsurance Agreements (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Policies and the Existing Reinsurance Agreements and (C) all Applicable Laws and (iii) subject to the foregoing provisions in (i) and (ii), in a manner materially consistent with the skill, diligence and expertise maintained by the Ceding Company and its Affiliates in their administration of the business of the Ceding Company other than the Covered Insurance Policies, to the extent applicable. (d) The Reinsurer shall reimburse the Ceding Company for the Ceding Company’s reasonable out-of-pocket costs for conversion of the administration of the Business to the Replacement Administrator. (e) The Replacement Administrator shall timely provide to the Reinsurer within thirty (30) calendar days following the end of each Accounting Period during the term of this Agreement, the cash settlement information set forth on Exhibit B for such Accounting Period and the additional information set forth on Exhibit B within the time frames specified therein (“Accounting Report”). (f) The Reinsurer shall pay to the Ceding Company, or the Ceding Company shall pay to the Reinsurer, as applicable, amounts due as reflected in each Accounting Report within ten (10) Business Days following delivery of such Accounting Report. The Ceding Company shall be entitled to the payment of Allowances by the Reinsurer with respect to each Accounting Period during the term of this Agreement.

Termination of Administrative Services Agreement. Following any termination of the Administrative Services Agreement and without limiting the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under this Agreement, the following shall applyapply until the Ceding Company so recaptures such reinsurance or all liabilities of the Ceding Company under all Covered Insurance Policies are terminated in accordance with the respective terms thereof, whichever occurs first: (a) The Ceding Company shall assume responsibility for the administration of the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements. The Ceding Company may subcontract or outsource such responsibility to a third party administrator (a “TPA”) so long as the Ceding Company remains liable to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA can either be an Affiliate of the Ceding Company or a third party. (b) Subject to the terms and conditions of this Agreement, the Ceding Company or TPA, acting as a replacement administrator (as appropriate, the “Replacement Administrator”), , 42115819.1 shall have full authority to determine the Liabilities on any Reinsured Liabilities and may pay or settle such Liabilities as it deems appropriate; provided, that the Replacement Administrator acts in accordance with Sections 3.8(c) and (e). (c) The Replacement Administrator shall administer the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements and (C) all Applicable Laws and (iii) subject to the foregoing provisions in (i) and (ii), in a manner materially consistent with the skill, diligence and expertise maintained by the Ceding Company and its Affiliates in their administration of the business of the Ceding Company other than the Covered Insurance Policies, to the extent applicable. (d) The Reinsurer shall reimburse the Ceding Company for the Ceding Company’s reasonable out-of-pocket costs for conversion of the administration of the Business to the Replacement Administrator. (e) The Replacement Administrator shall timely provide to the Reinsurer within thirty (30) calendar days following the end of each Accounting Period during the term of this Agreement, the cash settlement information set forth on Exhibit B for such Accounting Period and the additional information set forth on Exhibit B within the time frames specified therein (“Accounting Report”). (f) The Reinsurer shall pay to the Ceding Company, or the Ceding Company shall pay to the Reinsurer, as applicable, amounts due as reflected in each Accounting Report within ten (10) Business Days following delivery of such Accounting Report. The Ceding Company shall be entitled to the payment of Allowances by the Reinsurer with respect to each Accounting Period during the term of this Agreement.

Termination of Administrative Services Agreement. Following any termination of the Administrative Services Agreement and without limiting the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under this Agreement, the following shall applyapply until the Ceding Company so recaptures such reinsurance or all liabilities of the Ceding Company under all Covered Insurance Policies are terminated in accordance with the respective terms thereof, whichever occurs first: (a) The Ceding Company shall assume responsibility for the administration of the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements. The Ceding Company may subcontract or outsource such responsibility to a third party administrator (a “TPA”) so long as the Ceding Company remains liable to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA can either be an Affiliate of the Ceding Company or a third party. (b) Subject to the terms and conditions of this Agreement, the Ceding Company or TPA, acting as a replacement administrator (as appropriate, the “Replacement Administrator”), shall have full authority to determine the Liabilities on any Reinsured Liabilities and may pay or settle such Liabilities as it deems appropriate; provided, that the Replacement Administrator acts in accordance with Sections 3.8(c) and (e). (c) The Replacement Administrator shall administer the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Policies Policies, the Separate Accounts and the Existing Reinsurance Agreements and (C) all Applicable Laws and (iii) subject to the foregoing provisions in (i) and (ii), in a manner materially consistent with the skill, diligence and expertise maintained by the Ceding Company and its Affiliates in their administration of the business of the Ceding Company other than the Covered Insurance Policies, to the extent applicable. (d) The Reinsurer shall, at its sole expense, cooperate fully in the prompt transfer of the services provided by the Reinsurer as administrator and any books and records and other materials maintained by the Reinsurer related to such services (or, where required by Applicable Law, copies thereof) to the Ceding Company or the Replacement Administrator, such that the Ceding Company or the Replacement Administrator shall be able to perform the applicable services without interruption following such termination. The Reinsurer shall also reimburse the Ceding Company for the Ceding Company’s reasonable out-of-pocket costs for conversion of the administration of the Business to the Replacement Administrator. (e) The Replacement Administrator shall timely provide to the Reinsurer within thirty (30) calendar days following the end of each Accounting Period during the term of this Agreement, the cash settlement information set forth on Exhibit B for such Accounting Period and the additional information set forth on Exhibit B within the time frames specified therein (“Accounting Report”). (f) The Reinsurer shall pay to the Ceding Company, or the Ceding Company shall pay to the Reinsurer, as applicable, amounts due as reflected in each Accounting Report within ten (10) Business Days following delivery of such Accounting Report. The Ceding Company shall be entitled to the payment of Allowances by the Reinsurer with respect to each Accounting Period during the term of this Agreement.

Termination of Administrative Services Agreement. (a) Following any termination of the Administrative Services Agreement and without limiting during the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under term of this Agreement, the following shall apply: (ai) The Ceding Company shall assume responsibility for will appoint a Third Party Administrator approved by the administration of Reinsurer, such approval not to be unreasonably withheld, conditioned or delayed to provide the Covered Insurance Policies and services contemplated by the Existing Reinsurance AgreementsAdministrative Services Agreement. The Ceding Company Third Party Administrator may subcontract or outsource such responsibility to a third party administrator (a “TPA”) so long as the Ceding Company remains liable to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA can either be an Affiliate of the Ceding Company or a third party. (bii) Subject to the terms and conditions of this Agreement, the Ceding Company or TPAThe Third Party Administrator, acting as a replacement administrator (as appropriate, the “Replacement Administrator”), shall have full authority to determine the Liabilities liability on any Reinsured Liabilities reinsured hereunder and may pay or settle such Liabilities liabilities as it deems appropriate; provided, provided that the Replacement Administrator acts in accordance with Sections 3.8(csubsections (iii) and (e)vi) below. (ciii) The Replacement Administrator shall administer the Covered Insurance Reinsured Policies and the Existing Reinsurance Agreements (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and circumstances, (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Reinsured Policies and the Existing Reinsurance Agreements and (CB) all Applicable Laws and (iii) subject to the foregoing provisions in (i) and (ii)foregoing, in a manner materially consistent with substantially the skill, diligence and expertise maintained by the Ceding Company and same priority as it accords its Affiliates in their administration of the own operations with respect to similar business of the Ceding Company other than the Covered Insurance Policies, to the extent applicablefor its own account. (div) The Reinsurer Reinsurer, at its own cost and expenses, shall reimburse the Ceding Company be responsible for the Ceding Company’s reasonable out-of-pocket costs for conversion of the administration of the Business properly transitioning to the Replacement AdministratorAdministrator the services required to be provided by the Reinsurer pursuant to the Administrative Services Agreement. (ev) The Replacement Administrator shall timely provide to the Reinsurer Reinsurer, within thirty (30) calendar days following the end of each Accounting Period during the remaining term of this Agreement, information regarding the cash settlement information set forth on Exhibit B Reinsured Policies, the Reinsured Liabilities, the Net Settlement and any other amounts due between the Parties under this Agreement for such Accounting Period and such other information as may be reasonably requested by the additional information set forth on Exhibit B within the time frames specified therein Reinsurer (an “Accounting Report”). In the event of any termination of the Administrative Services Agreement, the Parties shall cooperate in good faith to establish the format and manner for providing the Accounting Reports. (fvi) The Reinsurer shall pay to the Ceding Company, or the Ceding Company shall pay to the Reinsurer, as applicable, amounts due as reflected in each Accounting Report within ten (10) Business Days following delivery of such Accounting Report. The . (b) In the event of a recapture or termination of this Agreement, unless the Administrative Services Agreement is simultaneously terminated in accordance with its terms, the Parties shall enter into a new administrative services agreement (the “Replacement Administrative Services Agreement”) to replace the Administrative Services Agreement pursuant to which the Reinsurer will continue to administer the Reinsured Policies, the Separate Accounts and the Ceded Reinsurance Agreements on terms substantially similar to the Retained Business Administrative Services Agreement between the Parties but on then-market pricing terms; provided, however, that if the Term Life Retrocession Agreement had been novated from the Reinsurer to the Ceding Company shall be entitled pursuant to the payment terms of Allowances by the Cut-Through Agreement, in no event shall the cost paid to the Reinsurer for providing the Services with respect to each Accounting Period during the term of this policies included in the Reinsured Policies exceed the Maintenance Expense Allowance (as defined in the Term Life Retrocession Agreement). The Replacement Administrative Services Agreement shall also contain (a) service level standards for the Services and (b) market standard provisions for service credits in the event the Reinsurer fails to comply with such service standards, in each case consistent with the Retained Business Administrative Services Agreement and prevailing market standards. The Replacement Administrative Services Agreement will include provisions that require the Reinsurer, as administrator, to cooperate and assist the Ceding Company in selling the Reinsured Policies to another reinsurer following any recapture hereunder, including providing data reasonably requested by the Ceding Company in connection therewith, at then-market pricing terms.

Termination of Administrative Services Agreement. Following any termination of the Administrative Services Agreement pursuant to Section 8.2(b) or 8.2(c) thereof, unless such termination results from a recapture pursuant to Section 7.3 (and without limiting the Ceding Company’s right under Section 8.3 to recapture the reinsurance ceded to the Reinsurer under following such termination, this AgreementAgreement is no longer in effect), the following shall apply: (a) The Ceding Company shall assume responsibility for the administration of the Covered Insurance Reinsured Policies and the Existing Assumed Reinsurance AgreementsContracts. The Ceding Company may subcontract or outsource such responsibility to a third party administrator; provided, however, that the selection of a third party administrator shall require the prior written consent of the Reinsurer (a “TPA”) so long as the Ceding Company remains liable which shall not be unreasonably withheld, conditioned or delayed). Subject to the Reinsurer for the acts of such TPA as if the Ceding Company was performing such administration itself. A TPA foregoing, a third party administrator can either be an Affiliate of the Ceding Company or a third party. (b) Subject to the terms and conditions of this Agreement, the The Ceding Company or TPAa third party administrator, acting as a replacement administrator as appropriate (as appropriate, the “Replacement Administrator”), shall have full authority to determine the Liabilities liability on any Reinsured Liabilities reinsured hereunder and may pay or settle such Liabilities liabilities as it deems appropriate; provided, provided that the Replacement Administrator acts in accordance with Sections 3.8(csubsections (c) and (e)) below. (c) The Replacement Administrator shall administer the Covered Insurance Reinsured Policies and the Existing Assumed Reinsurance Agreements Contracts (i) with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances and circumstances, (ii) in accordance with (A) applicable industry standards, (B) the terms and conditions of the Covered Insurance Reinsured Policies and the Existing Assumed Reinsurance Agreements Contracts and (CB) all Applicable Laws Laws, and (iii) subject to the foregoing provisions in (i) and (ii)foregoing, in a manner materially consistent with substantially the skill, diligence and expertise maintained by the Ceding Company and same priority as it accords its Affiliates in their administration of the own operations with respect to similar business of the Ceding Company other than the Covered Insurance Policies, to the extent applicablefor its own account. (d) The Reinsurer shall reimburse the Ceding Company for (i) the Ceding Company’s reasonable reasonable, out-of-pocket costs and expenses for conversion transition of the administration of the Business to the Replacement Administrator.Ceding Company or a third party administrator designated by the Ceding Company and (ii) the Ceding Company’s reasonable, out-of-pocket costs and expenses of the ongoing administration of the Reinsured Policies and the Assumed Reinsurance Contracts (e) The Replacement Administrator shall timely provide to the Reinsurer Reinsurer, within thirty (30) calendar days following the end of each Accounting Period during the remaining term of this Agreement, information regarding the cash settlement information set forth on Exhibit B Reinsured Policies and the Assumed Reinsurance Contracts, the Reinsured Liabilities and any amounts due between the Parties under this Agreement for such Accounting Period calendar month and such other information as may be reasonably requested by the additional information set forth on Exhibit B within the time frames specified therein Reinsurer (an “Accounting Report”). In the event of any termination of the Administrative Services Agreement, the Parties shall cooperate in good faith to establish the format and manner for the providing the Accounting Reports. (f) The Reinsurer shall pay to the Ceding Company, or the Ceding Company shall pay to the Reinsurer, as applicable, amounts due as reflected in each Accounting Report within ten (10) Business Days following delivery of such Accounting Report. The Ceding Company shall be entitled to the payment of Allowances by the Reinsurer with respect to each Accounting Period during the term of this Agreement.