Common use of Termination Due to Non-Payment of Amounts Due Clause in Contracts

Termination Due to Non-Payment of Amounts Due. Notwithstanding Section 23.01, when undisputed amounts, determined in accordance with Section 11.03, due the Reinsurer are not paid within the timing specified in Section 11.03, the Reinsurer shall have the right to issue a written notice of termination of this Agreement (the "Nonpayment Termination Notice") for the nonpayment of undisputed amounts, in accordance with Section 25.01, which shall include the amount past due (the “Past Due Amount”). If, within [REDACTED] days of the Ceding Company’s receipt of the Nonpayment Termination Notice, the Ceding Company remits the undisputed Past Due Amount together with interest on such amount calculated in accordance with Section 11.05, the Reinsurer’s Nonpayment Termination Notice shall be withdrawn. If the Ceding Company does not remit such undisputed Past Due Amount in full, together with interest thereon calculated in accordance with Section 11.05, on or prior to such date, reinsurance under this Agreement shall terminate effective as of the last day of the Accounting Period for which the Reinsurer was last paid in full pursuant to Section 11.03 and the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. If, for any reason, the Parties disagree as to the amount of Past Due Amount, the matter shall be subject to the dispute resolution and arbitration procedures set forth in Articles 16 and 17, and during such time this Agreement shall remain in full force and effect provided the Ceding Company pays what the Ceding Company reasonably believes to be the Past Due Amount. Any award or order by the arbitration panel will be paid in accordance with the terms and conditions of such award or order. The Ceding Company shall not force termination of this Agreement through the nonpayment of amounts due. Notwithstanding this Article 23, termination shall not be construed as the sole remedy available to the Reinsurer under this Agreement. Xxxxxxx Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33 Article 24

Termination Due to Non-Payment of Amounts Due. Notwithstanding Section 23.01, when undisputed amounts, determined in accordance with Section 11.03, due the Reinsurer are not paid within the timing specified in Section 11.03, the Reinsurer shall have the right to issue a written notice of termination of this Agreement (the "Nonpayment Termination Notice") for the nonpayment of undisputed amounts, in accordance with Section 25.01, which shall include the amount past due (the “Past Due Amount”). If, within [REDACTED] days of the Ceding Company’s receipt of the Nonpayment Termination Notice, the Ceding Company remits the undisputed Past Due Amount Xxxxxxx Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 32 together with interest on such amount calculated in accordance with Section 11.05, the Reinsurer’s Nonpayment Termination Notice shall be withdrawn. If the Ceding Company does not remit such undisputed Past Due Amount in full, together with interest thereon calculated in accordance with Section 11.05, on or prior to such date, reinsurance under this Agreement shall terminate effective as of the last day of the Accounting Period for which the Reinsurer was last paid in full pursuant to Section 11.03 and the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. If, for any reason, the Parties disagree as to the amount of Past Due Amount, the matter shall be subject to the dispute resolution and arbitration procedures set forth in Articles 16 and 17, and during such time this Agreement shall remain in full force and effect provided the Ceding Company pays what the Ceding Company reasonably believes to be the Past Due Amount. Any award or order by the arbitration panel will be paid in accordance with the terms and conditions of such award or order. The Ceding Company shall not force termination of this Agreement through the nonpayment non-payment of amounts due. Notwithstanding this Article 23, termination shall not be construed as the sole remedy available to the Reinsurer under this Agreement. Xxxxxxx Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 33 Article 24.