Common use of Retrocession Clause in Contracts

Retrocession. (a) The Reinsurer may retrocede the Reinsured Risks with respect to Reinsured Contracts that are not in payout status to (i) U.S. domiciled insurance companies that are Affiliated with the Reinsurer with an RBC Ratio of [***]% or higher at the time of such retrocession and (ii) insurance companies that are not domiciled in the U.S. or are not Affiliated with the Reinsurer only with the prior written consent of the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed, it being agreed and acknowledged by the Parties that it would not be unreasonable for the Ceding Company to withhold its consent to any retrocession if the Retrocessionaire has not agreed to include in its retrocession agreement with the Reinsurer all of the provisions in Section 2.11(b) as if such Retrocessionaire was an Affiliate Retrocessionaire); provided, that, with respect to any retrocession contemplated in clause (i) or (ii), the Reinsurer shall retain net for its own account (and not reinsured or retroceded) at least ten percent (10%) of the Reinsurer Statutory Reserves. The Reinsurer shall cause any Retrocessionaire with respect to Reinsured Contracts that are not in payout status to agree to all of the foregoing restrictions in this Section 2.9(a) and shall use its reasonable best efforts to enforce such provisions. Notwithstanding anything in this Agreement to the contrary, without the prior written consent of the New York State Department of Financial Services, the Reinsurer shall not retrocede any of the Reinsured Risks to a captive reinsurer. (b) The Reinsurer may retrocede the Reinsured Risks with respect to Reinsured Contracts that are in payout status to any insurance company with (i) both (A) an RBC Ratio of [***]% or higher at the time of such retrocession and (B) a financial strength rating of at least [***] (or the equivalent thereof) as assigned by any nationally recognized statistical rating organization at the time of such retrocession or (iii) the prior written consent of the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed). The Reinsurer shall cause any Retrocessionaire with respect to Reinsured Contracts that are in payout status to agree to the foregoing restrictions in this Section 2.9(b) and shall use its reasonable best efforts to enforce such provisions. (c) Except as set forth in this Section 2.9, the Reinsurer may not retrocede or otherwise transfer all or any portion of the Reinsured Risks. For the avoidance of doubt, no retrocession by the Reinsurer of any Reinsured Risks shall relieve the Reinsurer of any of its obligations under this Agreement or the Trust Agreement. (d) For Retrocessionaires that are not domiciled in the U.S., the RBC Ratio requirements in this Section 2.9 shall refer to equivalent capital adequacy ratios determined under the laws of such Retrocessionaire’s jurisdiction of domicile as mutually agreed by the Parties prior to any such retrocession.

Retrocession. (a) The Reinsurer may retrocede the Reinsured Risks with respect to Reinsured Contracts that are not in payout status to (i) U.S. domiciled to insurance companies that are Affiliated with Subsidiaries of the Reinsurer Guarantor with an RBC Ratio of [***]% (or, subject to Section 2.9(c), an equivalent capital adequacy ratio) or higher at the time of such retrocession, (ii) so long as Apollo Global Management, Inc. and its Affiliates continue to hold, directly or indirectly, at least ten percent (10%) of the equity of the Reinsurer, Subsidiaries of Athene Holding Ltd., in each case, with an RBC Ratio of [***]% (or, subject to Section 2.9(c), an equivalent capital adequacy ratio) or higher at the time of such retrocession and or (iiiii) insurance companies that are not domiciled in the U.S. or are not Affiliated with the Reinsurer only with the prior written consent of the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed, it being agreed and acknowledged by the Parties that it would not be unreasonable for the Ceding Company to withhold its consent to any retrocession if the Retrocessionaire has not agreed to include in its retrocession agreement with the Reinsurer all of the provisions in Section 2.11(b) as if such Retrocessionaire was an Affiliate Retrocessionaire); provided, that, with respect to any retrocession contemplated in pursuant to clause (i) or (ii), the Reinsurer shall retain retain, net for its own account (and not reinsured unreinsured or retroceded) , at least ten percent (10%) of the General Account Liabilities with respect to each Reinsured Contract and with respect to any other retrocessions, the Reinsurer Statutory Reservesshall retain, net and unreinsured or retroceded, at least ten percent (10%) of the General Account Liabilities with respect to each Reinsured Contract. The Reinsurer shall cause any Retrocessionaire with respect to Reinsured Contracts that are not in payout status to agree not to all of further retrocede the foregoing restrictions in this Section 2.9(a) Reinsured Risks to another party without the Ceding Company’s prior written consent, and shall use its reasonable best efforts to enforce such provisions. Notwithstanding anything in this Agreement to the contrary, without the prior written consent of the New York State Department of Financial Services, the Reinsurer shall not retrocede any of the Reinsured Risks to a captive reinsureragreement. (b) The Reinsurer may retrocede the Reinsured Risks with respect to Reinsured Contracts that are in payout status to any insurance company with (i) both (A) an RBC Ratio of [***]% or higher at the time of such retrocession and (B) a financial strength rating of at least [***] (or the equivalent thereof) as assigned by any nationally recognized statistical rating organization at the time of such retrocession or (iii) the prior written consent of the Ceding Company (such consent not to be unreasonably withheld, conditioned or delayed). The Reinsurer shall cause any Retrocessionaire with respect to Reinsured Contracts that are in payout status to agree to the foregoing restrictions in this Section 2.9(b) and shall use its reasonable best efforts to enforce such provisions. (c) Except as set forth in this Section 2.9, the Reinsurer may not retrocede or otherwise transfer all or any portion of the Reinsured Risks. For the avoidance of doubt, no retrocession by the Reinsurer of any Reinsured Risks shall relieve the Reinsurer of any of its obligations under this Agreement or the Trust Agreement. (dc) For Retrocessionaires that are not domiciled in the U.S., the RBC Ratio requirements in this Section 2.9 shall refer to equivalent capital adequacy ratios determined under the laws of such Retrocessionaire’s jurisdiction of domicile as mutually agreed by the Parties prior to any such retrocession.