Common use of Recapture Payments Clause in Contracts

Recapture Payments. i. In connection with a recapture in full pursuant to Section 9.3(a), the Reinsurer shall prepare a Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement calculated in accordance with Exhibit B for the for the Terminal Accounting Period. If the amount of the Net Settlement for the Terminal Accounting Period is positive, the Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. i. In connection with a recapture in full or termination pursuant to Section 9.3(a)8.3, the Reinsurer shall prepare a Settlement Statement settlement statement within fifteen (15) calendar days of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date ), setting forth the Net Settlement terminal settlement calculated in accordance with Exhibit B for the C hereto for the Terminal Accounting PeriodPeriod (the “Terminal Settlement”). If the amount of the Net Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days Business Days of its receipt of the Terminal Settlement Statement. If the amount of the Net Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer fails to pay the full amount of the absolute value of the Terminal Settlement at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy the remaining obligations of the Reinsurer therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, on following the Recapture Date or any other date on which all of Termination Date, as applicable, the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 Trust Account shall be immediately surrendered and cancelled terminated and any amount held remaining amounts in trust pursuant to Section 4.3 4.2 shall be immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay released to the Reinsurer its quota share after the full satisfaction of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay Terminal Settlement pursuant to the Company its quota share of any recapture payment paid by the Company to such underlying ceding companyTerminal Settlement Statement.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a8.3(a), subject to the shorter time frames required by Section 8.4(e), no later than three (3) days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer shall prepare a Settlement Statement settlement statement (the “Estimated Recapture Terminal Settlement Statement”) within sixty (60) calendar days setting forth an estimated calculation of the Recapture Date setting forth Terminal Settlement (the Net Settlement calculated in accordance with Exhibit B for “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the for last Month-End Required Balance Report delivered by the Terminal Accounting PeriodReinsurer to the Ceding Company pursuant to Section 5.8(a). If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay such amount any shortfall to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement StatementCeding Company in cash. If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is negative, then on the Reinsurer Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than sixty (60) days after the Recapture Date, the Ceding Company at shall prepare and provide to the time it delivers Reinsurer a statement (the “Recapture Terminal Settlement Statement Statement”) setting forth a calculation of the terminal settlement with respect to the Company. recapture calculated in accordance with Schedule H (the “Recapture Terminal Settlement”). (c) In addition, on the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Date Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any other dispute described in Section 8.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which all of the reinsurance ceded under payments set forth in this Agreement is recapturedSection 8.4(d) are made, any letter of credit posted pursuant to Section 4.3 (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned pay to the Reinsurer, as Ceding Company an amount equal to such excess; and (ii) if the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with Estimated Recapture Terminal Settlement exceeds the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c)Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer its quota share an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.4(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of any recapture fee received payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the Company from recipient in writing prior to such underlying ceding company payment. (e) Notwithstanding the timelines set forth in connection with this Section 8.4, if the recapture is due to a Reserve Credit Event or the Reinsurer’s intention to enter into a Significant Transaction, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.4 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement prior to any loss of Reserve Credit or the consummation of such Significant Transaction, as applicable; provided, that such change to the procedures set forth in Section 8.4 shall not affect the right of the Reinsurer shall pay to the Company its quota share of subsequently dispute any recapture payment paid by the Company calculation related to such underlying ceding companyrecapture consistent with Section 8.4(c).

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a), the Reinsurer shall prepare a Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement calculated in accordance with Exhibit B for the for the Terminal Accounting Period. If the amount of the Net Settlement for the Terminal Accounting Period is positive, the Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to the Reinsurer, as the case may be. ii. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. i. In connection with a recapture in full or termination pursuant to Section 9.3(a)8.3, the Reinsurer shall prepare a Settlement Statement settlement statement within [REDACTED] of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date ), setting forth the Net Settlement terminal settlement calculated in accordance with Exhibit B for the C hereto for the Terminal Accounting PeriodPeriod (the “Terminal Settlement”). If the amount of the Net Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days [REDACTED] of its receipt of the Terminal Settlement Statement. If the amount of the Net Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer fails to pay the full amount of the absolute value of the Terminal Settlement at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy the remaining obligations of the Reinsurer therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, on following the Recapture Date or any other date on which all of Termination Date, as applicable, the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 Trust Account shall be immediately surrendered and cancelled terminated and any amount held remaining amounts in trust pursuant to Section 4.3 4.2 shall be immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay released to the Reinsurer its quota share after the full satisfaction of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay Terminal Settlement pursuant to the Company its quota share of any recapture payment paid by the Company to such underlying ceding companyTerminal Settlement Statement.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a8.03(a), subject to the shorter time frames required by Section 8.04(e), no later than three (3) days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer shall prepare a Settlement Statement settlement statement (the “Estimated Recapture Terminal Settlement Statement”) within sixty (60) calendar days setting forth an estimated calculation of the Recapture Date setting forth Terminal Settlement (the Net Settlement calculated in accordance with Exhibit B for “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the for last Month-End Required Balance Report delivered by the Terminal Accounting PeriodReinsurer to the Ceding Company pursuant to Section 5.08(a). If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay such amount any shortfall to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement StatementCeding Company in cash. If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is negative, then on the Reinsurer Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than [***] days after the Recapture Date, the Ceding Company at shall prepare and provide to the time it delivers Reinsurer a statement (the “Recapture Terminal Settlement Statement Statement”) setting forth a calculation of the terminal settlement with respect to the Company. recapture calculated in accordance with Schedule O-1 (the “Recapture Terminal Settlement”). (c) In addition, on the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Date Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within [***] Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Reserves, the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Ceding Company Reserves, the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.02. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any other dispute described in Section 8.04(c) is reached, the Parties agree to make any necessary adjustments. On the date on which all of the reinsurance ceded under payments set forth in this Agreement is recapturedSection 8.04(d) are made, any letter of credit posted pursuant to Section 4.3 (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned pay to the Reinsurer, as Ceding Company an amount equal to such excess; and (ii) if the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with Estimated Recapture Terminal Settlement exceeds the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c)Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer its quota share an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.04(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of any recapture fee received payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the Company from recipient in writing prior to such underlying ceding company payment. (e) Notwithstanding the timelines set forth in connection with this Section 8.04, if the recapture is due to a Reserve Credit Triggering Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.04 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement prior to any loss of Reserve Credit; provided, that such change to the procedures set forth in Section 8.04 shall not affect the right of the Reinsurer shall pay to the Company its quota share of subsequently dispute any recapture payment paid by the Company calculation related to such underlying ceding companyrecapture consistent with Section 8.04.

Recapture Payments. i. (a) In connection with a recapture in full or termination pursuant to Section 9.3(a)9.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days of the Terminal Settlement Statement Date (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement terminal settlement calculated in accordance with Exhibit B for Schedule D (the for the “Terminal Accounting PeriodSettlement”). If the amount of the Net Terminal Settlement for the Terminal Accounting Period is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such amount; and if the assets in the Trust Account are insufficient for such payment, the Reinsurer and the Ceding Company shall instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company, and the Reinsurer shall pay the balance of the amount of the Terminal Settlement to the Ceding Company in cash. If the amount of the Terminal Settlement is negative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company shall pay such amount to the Reinsurer in cash. In case of any dispute with respect to the Terminal Settlement, the undisputed portion of the Terminal Settlement shall be paid in accordance with this Section 9.4(a) within five (5) calendar days Business Days after delivery of its receipt the Reinsurer’s calculation of the Terminal Settlement, and the Parties shall make any necessary adjustments to the Terminal Settlement within five (5) Business Days after a final and binding resolution of the dispute is reached in accordance with Section 9.4(b). Following the final determination of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted (including pursuant to Section 4.3 9.4(b)), the Trust Account shall be immediately surrendered and cancelled terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 Article VI shall be immediately returned released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer. (b) In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement, the Ceding Company shall, within five (5) Business Days after its receipt of such report, deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, as either Party may request the case may be. iiIndependent Accounting Firm to determine the Terminal Settlement. No recapture fee The Independent Accounting Firm’s determination of the Terminal Settlement shall be payable in connection with a recapture in connection final and binding upon the Parties. The fees, costs and expenses associated with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith Independent Accounting Firm’s determination shall be as mutually agreed by allocated between the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Ceding Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay in accordance with the Independent Accounting Firm’s judgment as to the Company its quota share relative merits of any recapture payment paid by the Company to such underlying ceding companyParties’ proposals in respect of the dispute.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a), the Reinsurer shall prepare a Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement calculated in accordance with Exhibit B D for the for the Terminal Accounting Period. If the amount of the Net Settlement for the Terminal Accounting Period is positive, the Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to the Reinsurer, as the case may be. ii. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. i. In connection with a recapture in full or termination pursuant to Section 9.3(a)SECTION 8.3, the Reinsurer shall prepare a Settlement Statement settlement statement within fifteen (the “Terminal Settlement Statement”) within sixty (6015) calendar days of the Recapture Date or the Reinsurer Termination Date, as applicable (the "TERMINAL SETTLEMENT STATEMENT") setting forth the Net Settlement terminal settlement calculated in accordance with Exhibit B for the EXHIBIT D for the Terminal Accounting PeriodPeriod (the "TERMINAL SETTLEMENT"). If the amount of the Net Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In addition, on following the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recapturedReinsurer Termination Date, any letter of credit posted pursuant to Section 4.3 as applicable, the Trust Account shall be immediately surrendered and cancelled terminated and any amount held remaining amounts in trust pursuant to Section SECTION 4.3 shall be immediately returned released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a), the Reinsurer shall prepare a Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement calculated in accordance with Exhibit B A for the for the Terminal Accounting Period. If the amount of the Net Settlement for the Terminal Accounting Period is positive, the Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to the Reinsurer, as the case may be. ii. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a8.03(a), subject to the shorter time frames required by Section 8.04(e), no later than three (3) days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer shall prepare a Settlement Statement settlement statement (the “Estimated Recapture Terminal Settlement Statement”) within sixty (60) calendar days setting forth an estimated calculation of the Recapture Date setting forth Terminal Settlement (the Net Settlement calculated in accordance with Exhibit B for “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the for last Month-End Required Balance Report delivered by the Terminal Accounting PeriodReinsurer to the Ceding Company pursuant to Section 5.08(a). If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay such amount any shortfall to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement StatementCeding Company in cash. If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is negative, then on the Reinsurer Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than [***] days after the Recapture Date, the Ceding Company at shall prepare and provide to the time it delivers Reinsurer a statement (the “Recapture Terminal Settlement Statement Statement”) setting forth a calculation of the terminal settlement with respect to the Company. recapture calculated in accordance with Schedule O-1 (the “Recapture Terminal Settlement”). (c) In addition, on the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Date Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within [***] Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Reserves (including whether the Ceding Company Recapture Reserves, if applicable, were calculated in accordance with the Ceding Company Recapture Reserve Calculation Methodologies), the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Ceding Company Reserves (including whether the Ceding Company Recapture Reserves, if applicable, were calculated in accordance with the Ceding Company Recapture Reserve Calculation Methodologies), the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.02. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any other dispute described in Section 8.04(c) is reached, the Parties agree to make any necessary adjustments. On the date on which all of the reinsurance ceded under payments set forth in this Agreement is recapturedSection 8.04(d) are made, any letter of credit posted pursuant to Section 4.3 (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned pay to the Reinsurer, as Ceding Company an amount equal to such excess; and (ii) if the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with Estimated Recapture Terminal Settlement exceeds the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c)Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer its quota share an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.04(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of any recapture fee received payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the Company from recipient in writing prior to such underlying ceding company payment. (e) Notwithstanding the timelines set forth in connection with this Section 8.04, if the recapture is due to a Reserve Credit Triggering Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.04 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement prior to any loss of Reserve Credit; provided, that such change to the procedures set forth in Section 8.04 shall not affect the right of the Reinsurer shall pay to the Company its quota share of subsequently dispute any recapture payment paid by the Company calculation related to such underlying ceding companyrecapture consistent with Section 8.04.

Recapture Payments. i. (a) In connection with a recapture in full pursuant to Section 9.3(a10.3(a), subject to the shorter time frames required by Section 10.4(e), no later than three (3) days prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer shall prepare a Settlement Statement settlement statement (the “Estimated Recapture Terminal Settlement Statement”) within sixty (60) calendar days setting forth an estimated calculation of the Recapture Date setting forth Terminal Settlement (the Net Settlement calculated in accordance with Exhibit B for “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the for last Month-End Required Balance Report delivered by the Terminal Accounting PeriodReinsurer to the Ceding Company pursuant to Section 7.7(a). If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company cash and Eligible Assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement and, if the cash and Eligible Assets in the Trust Account are insufficient to satisfy such shortfall, then the Ceding Company shall notify the Reinsurer of such shortfall and, on the Recapture Date, the Reinsurer shall pay such amount to the Ceding Company the amount of such shortfall in cash and, if the Reinsurer within five (5) calendar days fails to pay the full amount of its receipt such shortfall in cash on the Recapture Date, on the Recapture Date, the Ceding Company may draw upon the Letters of the Terminal Settlement StatementCredit to satisfy any remaining shortfall. If the amount of the Net Estimated Recapture Terminal Settlement for the Terminal Accounting Period is negative, then on the Reinsurer Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than sixty (60) days after the Recapture Date, the Ceding Company at shall prepare and provide to the time it delivers Reinsurer a statement (the “Recapture Terminal Settlement Statement Statement”) setting forth a calculation of the terminal settlement with respect to the Company. recapture calculated in accordance with Schedule H (the “Recapture Terminal Settlement”). (c) In addition, on the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Date Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Statutory Reserves, the AAT Reserves, the Reference Statutory Reserves or the CTE70 Amount, or whether the Reference Statutory Reserves or the CTE70 Amount were determined in accordance with the Required Balance Model and Calculation Methodologies (if applicable) or (ii) with respect to the calculation of the Ceding Company Statutory Reserves, the AAT Reserves, the Reference Statutory Reserves, the CTE70 Amount, or whether the Reference Statutory Reserves or the CTE70 Amount were determined in accordance with the Required Balance Model and Calculation Methodologies (if applicable), an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm, actuarial firm or valuation expert, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 13.8. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any other dispute described in Section 10.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which all of the reinsurance ceded under payments set forth in this Agreement is recapturedSection 10.4(d) are made, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to (i) if the Reinsurer, as Recapture Terminal Settlement exceeds the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c)Estimated Recapture Terminal Settlement, the Ceding Company may withdraw from the Trust Account any remaining cash and Eligible Assets with an aggregate Fair Market Value equal to such shortfall, and if the cash and Eligible Assets in the Trust Account are insufficient to satisfy such shortfall, then the Ceding Company shall pay to notify the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture shortfall and the Reinsurer shall pay to the Ceding Company its quota share the amount of such shortfall in cash and, if the Reinsurer fails to pay the full amount of such shortfall in cash, the Ceding Company may draw upon the Letters of Credit to satisfy any remaining shortfall and (ii) if the Estimated Recapture Terminal Settlement exceeds the Recapture Terminal Settlement, the Ceding Company shall pay the absolute value of the amount of such excess to the Reinsurer in cash. Any payment required to be made by any Party pursuant to this Section 10.4(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of payment. (e) Notwithstanding the timelines set forth in this Section 10.4, if the recapture is due to a Reserve Credit Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 10.4 in order to effectuate the recapture and complete the payment paid by of the Company Recapture Terminal Settlement prior to any loss of Reserve Credit; provided, that such change to the procedures set forth in Section 10.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such underlying ceding companyrecapture consistent with Section 10.4(c).

Recapture Payments. i. In connection with a recapture in full pursuant to Section 9.3(a), the Reinsurer shall prepare a Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the Net Settlement calculated in accordance with Exhibit B for the D for the Terminal Accounting Period. If the amount of the Net Settlement for the Terminal Accounting Period is positive, the Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Company at the time it delivers the Terminal Settlement Statement to the Company. In addition, on the Recapture Date or any other date on which all of the reinsurance ceded under this Agreement is recaptured, any letter of credit posted pursuant to Section 4.3 shall be immediately surrendered and cancelled and any amount held in trust pursuant to Section 4.3 shall be immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer its quota share of any recapture fee received by the Company from such underlying ceding company in connection with the recapture and the Reinsurer shall pay to the Company its quota share of any recapture payment paid by the Company to such underlying ceding company.