Common use of Termination Assistance Clause in Contracts

Termination Assistance. If the Agreement or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due to breach by Voya or rejection of the Agreement under applicable bankruptcy Law), Voya may require BNY Mellon, during the Termination Assistance Period, to: (1) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8; (2) reasonably cooperate with Voya or another supplier designated by Voya in the transfer of the Services to Voya or such other supplier in order to facilitate the transfer of the Services to Voya or such other supplier; and (3) perform any other services reasonably required to transfer the provision of the terminated or expired Services to Voya or another supplier, including the services set forth in the Exit Plan and Exhibit 13 (the services in clauses (1) through (3), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the Agreement. If there are no established rates for the services in clause (3), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discounts). There shall be no additional Fees for providing the cooperation described in clause (2) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope required under the Agreement. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services (under a separate accounting agreement) to any Voya Fund(s), BNY Mellon’s obligations pursuant to this Section shall be limited with respect to such Voya Funds to clauses (2)-(3) of this Section.

Termination Assistance. (1) If the Agreement an SOW, Tower or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due Cognizant Group pursuant to breach by Voya or rejection of the Agreement under applicable bankruptcy LawSection 19.02(3), Voya ) NAIC Group may require BNY MellonCognizant Group, during for up to 24 months after the Termination Assistance Periodeffective date of such termination or expiration, to: (1a) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8) under the applicable SOW; (2b) reasonably cooperate with Voya NAIC Group or another supplier designated by Voya NAIC Group in the transfer of the Services to Voya NAIC Group or such other supplier in order to facilitate the transfer of the Services to Voya NAIC Group or such other supplier; and (3c) perform any other services reasonably required requested by NAIC Group to transfer the provision of the terminated or expired Services to Voya NAIC Group or another supplier, including the any services set forth in the Exit Plan and Exhibit 13 5 (the services in clauses (1a) through (3c), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the this Agreement. If there are no established rates for the services in clause (3c), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discountsrates then-being paid by NAIC Group and at a discount that is consistent with any discount provided in the applicable SOW to Cognizant Group’s standard rates). There shall be no additional Fees for providing the reasonable cooperation described in clause (2b) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a any Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope as provided prior to termination, but not less than as required under the this Agreement. For the avoidance of doubt– NAIC Confidential – (2) If an SOW is terminated by Cognizant in accordance with Section 19.02(3), and notwithstanding anything NAIC Group fails to pay any undisputed amounts for the Termination Assistance Services under such SOW in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services accordance with Section 9.01 (under a separate accounting agreement) to any Voya Fund(sor such other invoicing terms set forth in such SOW), BNY Mellon’s obligations pursuant to then the invoicing terms set forth in Section 9.01 (or such SOW) shall be replaced with the provisions of this Section shall be limited 19.15(2) with respect to the invoicing of Termination Assistance Services under such Voya Funds SOW during the remainder of the Termination Assistance Period. Cognizant may invoice NAIC up to clauses (2)-(3) 15 Business Days prior to the beginning of the next month and NAIC shall pay such invoice within 10 Business Days after receipt of such invoice. In the immediately following month, Cognizant shall true-up the Fees for the preceding month based on the amount of Termination Assistance Services actually consumed by NAIC Group. Cognizant shall charge or credit, as applicable, the amount of such true-up Fees on its next invoice to NAIC Group. If such credit is greater than the remaining payments under such SOW then NAIC Group shall receive a refund in an amount equal to such credit from Cognizant no later than 10 days after the applicable month. If NAIC Group fails to make any payments not otherwise disputed in good faith when due under this SectionSection 19.15(2), Cognizant Group shall not be required to perform the Termination Assistance Services under such SOW.

Termination Assistance. (1) If the Agreement an SOW, Tower or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due Cognizant Group pursuant to breach by Voya or rejection of the Agreement under applicable bankruptcy LawSection 19.02(3), Voya ) NAIC Group may require BNY MellonCognizant Group, during for up to 24 months after the Termination Assistance Periodeffective date of such termination or expiration, to: (1a) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8) under the applicable SOW; (2b) reasonably cooperate with Voya NAIC Group or another supplier designated by Voya NAIC Group in the transfer of the Services to Voya NAIC Group or such other supplier in order to facilitate the transfer of the Services to Voya NAIC Group or such other supplier; and (3c) perform any other services reasonably required requested by NAIC Group to transfer the provision of the terminated or expired Services to Voya NAIC Group or another supplier, including the any services set forth in the Exit Plan and Exhibit 13 5 (the services in clauses (1a) through (3c), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with the this Agreement. If there are no established rates for the services in clause (3c), the Parties shall negotiate rates for such services consistent with the Fees (e.g., comparable discountsrates then-being paid by NAIC Group and at a discount that is consistent with any discount provided in the applicable SOW to Cognizant Group’s standard rates). There shall be no additional Fees for providing the reasonable cooperation described in clause (2b) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a any Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope as provided prior to termination, but not less than as required under the this Agreement. For the avoidance of doubt. (2) If an SOW is terminated by Cognizant in accordance with Section 19.02(3), and notwithstanding anything NAIC Group fails to pay any undisputed amounts for the Termination Assistance Services under such SOW in this Agreement to the contrary, to the extent that BNY Mellon is no longer providing accounting services accordance with Section 9.01 (under a separate accounting agreement) to any Voya Fund(sor such other invoicing terms set forth in such SOW), BNY Mellon’s obligations pursuant to then the invoicing terms set forth in Section 9.01 (or such SOW) shall be replaced with the provisions of this Section shall be limited 19.15(2) with respect to the invoicing of Termination Assistance Services under such Voya Funds SOW during the remainder of the Termination Assistance Period. Cognizant may invoice NAIC up to clauses (2)-(3) 15 Business Days prior to the beginning of the next month and NAIC shall pay such invoice within 10 Business Days after receipt of such invoice. In the immediately following month, Cognizant shall true-up the Fees for the preceding month based on the amount of Termination Assistance Services actually consumed by NAIC Group. Cognizant shall charge or credit, as applicable, the amount of such true-up Fees on its next invoice to NAIC Group. If such credit is greater than the remaining payments under such SOW then NAIC Group shall receive a refund in an amount equal to such credit from Cognizant no later than 10 days after the applicable month. If NAIC Group fails to make any payments not otherwise disputed in good faith when due under this SectionSection 19.15(2), Cognizant Group shall not be required to perform the Termination Assistance Services under such SOW.

Termination Assistance. If the Agreement an SOW or a Service terminates or expires, in whole or in part, for any reason (including termination by BNY Mellon due pursuant to breach by Section 19.02) Voya or rejection of the Agreement under applicable bankruptcy Law), Voya Group may require BNY MellonMilliman Group, during the Termination Assistance Period, to: (1) continue to perform the terminated or expired Services (or portion thereof), wherein Voya shall continue to pay for such Services that BNY Mellon performs as set forth in Article 8) under the applicable SOW; (2) reasonably cooperate with Voya Group or another supplier designated by Voya Group in the transfer of the Services Services, including knowledge related to the performance of the Services, to Voya Group or such other supplier in order to facilitate the transfer of the Services to Voya Group or such other supplier; and (3) perform any other services reasonably required requested by Voya Group to transfer the provision of the terminated or expired Services to Voya Group or another supplier, including the any services set forth in the Exit Plan and Exhibit 13 4 (the services in clauses (1) through (3), the “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with this Agreement. The fees for the AgreementServices performed in clause (3) shall be calculated using the rates set forth in the applicable SOW. If there are no established rates in the applicable SOW for the services Services in clause (3), the Parties shall negotiate rates for such services consistent with the Fees rates in the applicable SOW (e.g., comparable discounts). There shall be no additional Fees for providing the cooperation described in clause (2) unless such cooperation requires additional resources over and above those used to provide the Services without causing disruption in the Services. During a any Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope as provided prior to termination, but not less than as required under the this Agreement. For In the avoidance event of doubt, and notwithstanding anything in this Agreement a termination pursuant to the contrary, to the extent that BNY Mellon is no longer providing accounting services (under a separate accounting agreement) to any Voya Fund(sSection 19.01(4), BNY MellonMilliman may require Voya to pay the Fees for the applicable Termination Assistance Services each month in advance for Milliman Group’s obligations pursuant to this Section shall be limited with respect to performance of such Voya Funds to clauses (2)-(3) of this SectionTermination Assistance Services in the subsequent month.