Collateral Obligations. 8.1 The Retrocessionaire will maintain assets in the Relevant Accounts in an amount equal to the applicable Collateral Amount. The Retrocessionaire shall fulfil this obligation by paying all Call Amounts in accordance with this Clause 8 and any other relevant provisions of this Agreement. 8.2 Subject to Clause 8.11, the Retrocedant shall pay to the Retrocessionaire all Return Amounts subject to and in accordance with this Clause 8. 8.3 After each relevant Valuation Date, the Retrocedant will procure that the relevant Valuation Agent determines as soon as practicable whether or not a Call Amount or a Return Amount exists in respect of a Relevant Account as at each relevant Valuation Date (the "Determination"). 8.4 If a Call Amount or a Return Amount is payable in respect of a Relevant Account, the Retrocedant will notify the Retrocessionaire in writing within 5 Business Days of the relevant Determination (a "Call Notice", or a "Return Notice" as applicable). 8.5 A Call Notice or Return Notice delivered by the Retrocedant shall specify: 8.5.1 the Balance of the Relevant Account as at the close of business on the relevant Valuation Date; 8.5.2 the Call Amount or Return Amount (as applicable); 8.5.3 the type of Permitted Assets the Retrocedant intends to transfer in the case of a Return Amount; 8.5.4 the type of Permitted Assets the Retrocedant requires to have transferred in the case of a Call Amount; 8.5.5 if a Call Amount is payable, the Relevant Account into which the Retrocessionaire must pay the Call Amount; 8.5.6 subject to any confidentiality obligations by which the Retrocedant is bound, such information which is available to the relevant Valuation Agent as may be relevant to the calculation of the Call Amount or Return Amount (as applicable). 8.6 If a Call Amount is payable, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant Permitted Assets of the type specified in the Call Notice, with a Value as at the Valuation Date at least equal to the Call Amount, within 2 Business Days of receipt of a Call Notice from the Retrocedant provided that the Retrocessionaire shall not be required to settle a Call Amount if doing so would reduce the Working Capital Assets below $10m. 8.7 If a Return Amount is payable, the Retrocedant shall, subject to Clauses 8.8 and 8.11, and at the cost of the Retrocessionaire, transfer to the Retrocessionaire, Permitted Assets selected by the Retrocessionaire or its designated investment manager prior to the delivery of a Change of Authority Notice or the Retrocedant or its designated investment manager following the delivery of a Change of Authority Notice with a Value as at the Valuation Date at least equal to the Return Amount, within 5 Business Days of the later of: (i) the date of a Return Notice; or (ii) the date on which the Retrocedant received assets of a Value as least equal to the Return Amount from the relevant Custodian. 8.8 If the value of the Retrocessionaire Capital Account Assets at the date of the Return Notice is less than the Maximum Investor Capital Call Amount at that date, the Retrocedant shall transfer cash to the value of the Return Amount to the Retrocessionaire Capital Account within 5 Business Days of the date determined in accordance with Clause 8.7. 8.9 If the Retrocessionaire fails to pay a Call Amount in accordance with Clause 8.6, the Retrocedant shall make such payment to the Relevant Account on behalf of the Retrocessionaire. Such payment will not discharge the Retrocessionaire from its obligation to pay the Call Amount, save that such Call Amount shall be due and payable directly to the Retrocedant together with interest accrued in accordance with Clause 8.10. 8.10 In the event the Retrocessionaire fails to pay all or a part of a Call Amount in accordance with Clause 8.6, interest will accrue on the unpaid Call Amount (or part thereof) together with any positive Collateral Fee PIK Amount in an amount equal to the Collateral Fee for the period from the date the Call Amount became due and payable (the "Due Date"), or, as applicable, the Collateral Fee Payment Date that any Collateral Fee PIK Amount accrues, up to and including the date such Call Amount or Collateral Fee Amount is actually paid to the Retrocedant. Any accrued Collateral Fee will be payable quarterly on each January 1, April 1, July 1 and October 1, or if such date is not a Business Day, the immediately following Business Day, (each , a “Collateral Fee Payment Date”) in cash or, at the sole option of the Retrocessionaire added quarterly (on each Collateral Fee Payment Date) to the Collateral Fee PIK Amount. The Retrocessionaire may, in its sole discretion, repay any positive Collateral Fee PIK Amount in cash, on any Business Day. 8.11 The Retrocedant's obligation to pay a Return Amount is subject to the Retrocedant having actually received assets of a Value at least equal to the Return Amount from the relevant Custodian pursuant to the terms of the relevant Retroceded Policy or associated Security Agreement (if applicable), prior to paying the Return Amount due under this Agreement. 8.12 The payment of a Return Amount by the Retrocedant to the Retrocessionaire will be treated by the Parties as satisfaction of the relevant outstanding premium receivable by the Retrocessionaire pursuant to Clause 3. 8.13 The Retrocessionaire may notify the Retrocedant that it wishes to challenge the calculation of a Call Amount or Return Amount in respect of the Non-SPA Business ("Notice of Challenge") no later than 5 Business Days from receipt of a Call Notice or Return Notice (as applicable). If the Retrocessionaire delivers a Notice of Challenge within the permitted timeframe, the payment of the affected Return Amount and Call Amount that was made in accordance with Clauses 8.6 and 8.7 (as applicable) will be deemed to have been made on a provisional basis and be subject to the following: 8.13.1 if the Actuaries cannot agree on the disputed Call Amount or Return Amount (as applicable) within 15 Business Days of a Notice of Challenge, either the Retrocedant or the Retrocessionaire may refer the matter to the Expert for resolution pursuant to Clause 30; and 8.13.2 upon determination by the Expert, the Retrocedant or the Retrocessionaire (or such person on behalf of the Retrocessionaire) will make such payments to the other as necessary to put the Retrocedant and Retrocessionaire in the position they would have been in had the affected payment been made on the basis of the calculation by the Expert. 8.14 If at any time the Secured Account Assets credited to any Security Account cease to comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein), the Retrocedant shall be entitled to notify the Retrocessionaire in writing (a "Substitution Notice"). 8.15 A Substitution Notice delivered by the Retrocedant shall specify: 8.15.1 the Secured Account Asset(s) to be substituted or replaced in order to bring the Security Account into compliance with the requirements of the Security Agreement relating to the applicable Secured Account (the “Replaced Assets”); and 8.15.2 the type of Permitted Assets the Retrocedant requires to have credited to the Secured Account in substitution or replacement of such Replaced Asset. 8.16 Within 5 Business Days of the delivery of a Substitution Notice, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant, Permitted Assets with a Value at least equal to the Value of the Replaced Assets and of a type that, when credited to the Security Account in substitution or replacement of the Replaced Assets, the Secured Account Assets credited to any Security Account shall comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein). As promptly as practicable following its receipt of such assets from the Retrocessionaire, the Retrocedant may direct such assets to be credited to the applicable Security Account and, at the cost of the Retrocessionaire, transfer to the Retrocessionaire, the Replaced Assets released by the Custodian to the Retrocedant therefrom.
Appears in 1 contract
Collateral Obligations. 8.1 The Retrocessionaire will maintain assets in the Relevant Accounts in an amount equal to the applicable Collateral Amount. The Retrocessionaire shall fulfil this obligation by paying all Call Amounts in accordance with this Clause 8 and any other relevant provisions of this Agreement.
8.2 Subject to Clause 8.11, the Retrocedant shall pay to the Retrocessionaire all Return Amounts subject to and in accordance with this Clause 8.
8.3 After each relevant Valuation Date, the Retrocedant will procure that the relevant Valuation Agent determines as soon as practicable whether or not a Call Amount or a Return Amount exists in respect of a Relevant Account as at each relevant Valuation Date (the "Determination").
8.4 If a Call Amount or a Return Amount is payable in respect of a Relevant Account, the Retrocedant will notify the Retrocessionaire in writing within 5 Business Days of the relevant Determination (a "Call Notice", or a "Return Notice" as applicable).
8.5 A Call Notice or Return Notice delivered by the Retrocedant shall specify:
8.5.1 the Balance of the Relevant Account as at the close of business on the relevant Valuation Date;
8.5.2 the Call Amount or Return Amount (as applicable);
8.5.3 the type of Permitted Assets the Retrocedant intends to transfer in the case of a Return Amount;
8.5.4 the type of Permitted Assets the Retrocedant requires to have transferred in the case of a Call Amount;
8.5.5 if a Call Amount is payable, the Relevant Account into which the Retrocessionaire must pay the Call Amount;
8.5.6 subject to any confidentiality obligations by which the Retrocedant is bound, such information which is available to the relevant Valuation Agent as may be relevant to the calculation of the Call Amount or Return Amount (as applicable).
8.6 If a Call Amount is payable, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant Permitted Assets of the type specified in the Call Notice, with a Value as at the Valuation Date at least equal to the Call Amount, within 2 Business Days of receipt of a Call Notice from the Retrocedant provided that the Retrocessionaire shall not be required to settle a Call Amount if doing so would reduce the Working Capital Assets below $10m.
8.7 If a Return Amount is payable, the Retrocedant shall, subject to Clauses 8.8 and 8.11, and at the cost of the Retrocessionaire, transfer to the Retrocessionaire, Permitted Assets selected by the Retrocessionaire or its designated investment manager prior to the delivery of a Change of Authority Notice or the Retrocedant or its designated investment manager following the delivery of a Change of Authority Notice with a Value as at the Valuation Date at least equal to the Return Amount, within 5 Business Days of the later of: (i) the date of a Return Notice; or (ii) the date on which the Retrocedant received assets of a Value as least equal to the Return Amount from the relevant Custodian.
8.8 If the value of the Retrocessionaire Capital Account Assets at the date of the Return Notice is less than the Maximum Investor Capital Call Amount at that date, the Retrocedant shall transfer cash to the value of the Return Amount to the Retrocessionaire Capital Account within 5 Business Days of the date determined in accordance with Clause 8.7.
8.9 If the Retrocessionaire fails to pay a Call Amount in accordance with Clause 8.6, the Retrocedant shall make such payment to the Relevant Account on behalf of the Retrocessionaire. Such payment will not discharge the Retrocessionaire from its obligation to pay the Call Amount, save that such Call Amount shall be due and payable directly to the Retrocedant together with interest accrued in accordance with Clause 8.10.
8.10 In the event the Retrocessionaire fails to pay all or a part of a Call Amount in accordance with Clause 8.6, interest will accrue on the unpaid Call Amount (or part thereof) together with any positive Collateral Fee PIK Amount in an amount equal to the Collateral Fee for the period from the date the Call Amount became due and payable (the "Due Date"), or, as applicable, the Collateral Fee Payment Date that any Collateral Fee PIK Amount accrues, up to and including the date such Call Amount or Collateral Fee Amount is actually paid to the Retrocedant. Any accrued Collateral Fee will be payable quarterly on each January 1, April 1, July 1 and October 1, or if such date is not a Business Day, the immediately following Business Day, (each each, a “Collateral Fee Payment Date”) in cash or, at the sole option of the Retrocessionaire added quarterly (on each Collateral Fee Payment Date) to the Collateral Fee PIK Amount. The Retrocessionaire may, in its sole discretion, repay any positive Collateral Fee PIK Amount in cash, on any Business Day.
8.11 The Retrocedant's obligation to pay a Return Amount is subject to the Retrocedant having actually received assets of a Value at least equal to the Return Amount from the relevant Custodian pursuant to the terms of the relevant Retroceded Policy or associated Security Agreement (if applicable), prior to paying the Return Amount due under this Agreement.
8.12 The payment of a Return Amount by the Retrocedant to the Retrocessionaire will be treated by the Parties as satisfaction of the relevant outstanding premium receivable by the Retrocessionaire pursuant to Clause 3.
8.13 The Retrocessionaire may notify the Retrocedant that it wishes to challenge the calculation of a Call Amount or Return Amount in respect of the Non-SPA Business ("Notice of Challenge") no later than 5 Business Days from receipt of a Call Notice or Return Notice (as applicable). If the Retrocessionaire delivers a Notice of Challenge within the permitted timeframe, the payment of the affected Return Amount and Call Amount that was made in accordance with Clauses 8.6 and 8.7 (as applicable) will be deemed to have been made on a provisional basis and be subject to the following:
8.13.1 if the Actuaries cannot agree on the disputed Call Amount or Return Amount (as applicable) within 15 Business Days of a Notice of Challenge, either the Retrocedant or the Retrocessionaire may refer the matter to the Expert for resolution pursuant to Clause 30; and
8.13.2 upon determination by the Expert, the Retrocedant or the Retrocessionaire (or such person on behalf of the Retrocessionaire) will make such payments to the other as necessary to put the Retrocedant and Retrocessionaire in the position they would have been in had the affected payment been made on the basis of the calculation by the Expert.
8.14 If at any time the Secured Account Assets credited to any Security Account cease to comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein), the Retrocedant shall be entitled to notify the Retrocessionaire in writing (a "Substitution Notice").
8.15 A Substitution Notice delivered by the Retrocedant shall specify:
8.15.1 the Secured Account Asset(s) to be substituted or replaced in order to bring the Security Account into compliance with the requirements of the Security Agreement relating to the applicable Secured Account (the “"Replaced Assets”"); and
8.15.2 the type of Permitted Assets the Retrocedant requires to have credited to the Secured Account in substitution or replacement of such Replaced Asset.
8.16 Within 5 Business Days of the delivery of a Substitution Notice, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant, Permitted Assets with a Value at least equal to the Value of the Replaced Assets and of a type that, when credited to the Security Account in substitution or replacement of the Replaced Assets, the Secured Account Assets credited to any Security Account shall comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein). As promptly as practicable following its receipt of such assets from the Retrocessionaire, the Retrocedant may direct such assets to be credited to the applicable Security Account and, at the cost of the Retrocessionaire, transfer to the Retrocessionaire, the Replaced Assets released by the Custodian to the Retrocedant therefrom.
Appears in 1 contract
Collateral Obligations. 8.1 The Retrocessionaire will maintain assets in the Relevant Accounts Funds-Withheld Account in an amount equal to the applicable Collateral Amount. The Retrocessionaire shall fulfil this obligation by paying all Call Amounts in accordance with this Clause 8 and any other relevant provisions of this Agreement.
8.2 Subject to Clause 8.11, the Retrocedant shall pay to the Retrocessionaire all Return Amounts subject to and in accordance with this Clause 8.
8.3 After each relevant Valuation Date, the Retrocedant will procure that the relevant Valuation Agent Retrocedant's Actuary determines as soon as practicable whether or not a Call Amount or a Return Amount exists in respect of a Relevant Funds-Withheld Account as at each relevant Valuation Date (the "Determination").
8.4 If a Call Amount or a Return Amount is payable in respect of a Relevant Funds-Withheld Account, the Retrocedant will notify the Retrocessionaire in writing within 5 Business Days of the relevant Determination (a "Call Notice", or a "Return Notice" as applicable).
8.5 A Call Notice or Return Notice delivered by the Retrocedant shall specify:
8.5.1 the Balance of the Relevant Funds-Withheld Account as at the close of business on the relevant Valuation Date;
8.5.2 the Call Amount or Return Amount (as applicable);
8.5.3 the type of Permitted Assets the Retrocedant intends to transfer in the case of a Return Amount;
8.5.4 the type of Permitted Assets the Retrocedant requires to have transferred in the case of a Call Amount;
8.5.5 if a Call Amount is payable, the Relevant Funds-Withheld Account into which the Retrocessionaire must pay the Call Amount;
8.5.6 subject to any confidentiality obligations by which the Retrocedant is bound, such information which is available to the relevant Valuation Agent Retrocedant's Actuary as may be relevant to the calculation of the Call Amount or Return Amount (as applicable).
8.6 If a Call Amount is payable, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant Permitted Assets of the type specified in the Call Notice, with a Value as at the Valuation Date at least equal to the Call Amount, within 2 Business Days of receipt of a Call Notice from the Retrocedant provided that the Retrocessionaire shall not be required to settle a Call Amount if doing so would reduce the Working Capital Assets below $10m.
8.7 If a Return Amount is payable, the Retrocedant shall, subject to Clauses 8.8 and 8.118.12, and at the cost of the Retrocessionaire, transfer to the Retrocessionaire, Permitted Assets selected by the Retrocessionaire or its designated investment manager prior to the delivery of a Change of Authority Notice or the Retrocedant or its designated investment manager following the delivery of a Change of Authority Notice with a Value as at the Valuation Date at least equal to the Return Amount, within 5 Business Days of the later of: (i) the date of a Return Notice; or (ii) the date on which the Retrocedant received assets of a Value as least equal to the Return Amount from the relevant Custodian.
8.8 If the value of the Retrocessionaire Capital Account Assets at the date of the Return Notice is less than the Maximum Investor Capital Call Amount at that date, the Retrocedant shall transfer cash to the value of the Return Amount to the Retrocessionaire Capital Account within 5 Business Days of the date determined in accordance with Clause 8.7.
8.9 If the Retrocessionaire fails to pay a Call Amount in accordance with Clause 8.6, the Retrocedant shall make such payment to the Relevant Funds-Withheld Account on behalf of the Retrocessionaire. Such payment will not discharge the Retrocessionaire from its obligation to pay the Call Amount, save that such Call Amount shall be due and payable directly to the Retrocedant together with interest accrued in accordance with Clause 8.10.
8.10 In the event the Retrocessionaire fails to pay all or a part of a Call Amount in accordance with Clause 8.6, interest will accrue on the unpaid Call Amount (or part thereof) in an amount together with any positive Collateral Fee PIK Amount in an amount equal to the Collateral Fee for the period from the date the Call Amount became due and payable (the "Due Date"), or, as applicable, the Collateral Fee Payment Date that any Collateral Fee PIK Amount accrues, up to and including the date such Call Amount or Collateral Fee Amount is actually paid to the Retrocedant. Any accrued Collateral Fee will be payable quarterly on each January 1, April 1, July 1 and October 1, or if such date is not a Business Day, the immediately following Business Day, (each , a “Collateral Fee Payment Date”) in cash or, at the sole option of the Retrocessionaire added quarterly (on each Collateral Fee Payment Date) to the Collateral Fee PIK Amount. The Retrocessionaire may, in its sole discretion, repay any positive Collateral Fee PIK Amount in cash, on any Business Day.
8.11 The Retrocedant's obligation to pay a Return Amount is subject to the Retrocedant having actually received assets of a Value at least equal to the Return Amount from the relevant Custodian pursuant to the terms of the relevant Retroceded Policy or associated Security Agreement (if applicable), prior to paying the Return Amount due under this Agreement.
8.12 The payment of a Return Amount by the Retrocedant to the Retrocessionaire will be treated by the Parties as satisfaction of the relevant outstanding premium receivable by the Retrocessionaire pursuant to Clause 3.
8.13 The Retrocessionaire may notify the Retrocedant that it wishes to challenge the calculation of a Call Amount or Return Amount in respect of the Non-SPA Business ("Notice of Challenge") no later than 5 Business Days from receipt of a Call Notice or Return Notice (as applicable). If the Retrocessionaire delivers a Notice of Challenge within the permitted timeframe, the payment of the affected Return Amount and Call Amount that was made in accordance with Clauses 8.6 and 8.7 (as applicable) will be deemed to have been made on a provisional basis and be subject to the following:
8.13.1 if the Actuaries cannot agree on the disputed Call Amount or Return Amount (as applicable) within 15 Business Days of a Notice of Challenge, either the Retrocedant or the Retrocessionaire may refer the matter to the Expert for resolution pursuant to Clause 30; and
8.13.2 upon determination by the Expert, the Retrocedant or the Retrocessionaire (or such person on behalf of the Retrocessionaire) will make such payments to the other as necessary to put the Retrocedant and Retrocessionaire in the position they would have been in had the affected payment been made on the basis of the calculation by the Expert.
8.14 If at any time the Secured Account Assets credited to any Security Account cease to comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein), the Retrocedant shall be entitled to notify the Retrocessionaire in writing (a "Substitution Notice").
8.15 A Substitution Notice delivered by the Retrocedant shall specify:
8.15.1 the Secured Account Asset(s) to be substituted or replaced in order to bring the Security Account into compliance with the requirements of the Security Agreement relating to the applicable Secured Account (the “Replaced Assets”); and
8.15.2 the type of Permitted Assets the Retrocedant requires to have credited to the Secured Account in substitution or replacement of such Replaced Asset.
8.16 Within 5 Business Days of the delivery of a Substitution Notice, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant, Permitted Assets with a Value at least equal to the Value of the Replaced Assets and of a type that, when credited to the Security Account in substitution or replacement of the Replaced Assets, the Secured Account Assets credited to any Security Account shall comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein). As promptly as practicable following its receipt of such assets from the Retrocessionaire, the Retrocedant may direct such assets to be credited to the applicable Security Account and, at the cost of the Retrocessionaire, transfer to the Retrocessionaire, the Replaced Assets released by the Custodian to the Retrocedant therefrom.
Appears in 1 contract
Collateral Obligations. 8.1 The Retrocessionaire will maintain assets in the Relevant Accounts Funds-Withheld Account in an amount equal to the applicable Collateral Amount. The Retrocessionaire shall fulfil this obligation by paying all Call Amounts in accordance with this Clause 8 and any other relevant provisions of this Agreement.
8.2 Subject to Clause 8.11, the Retrocedant shall pay to the Retrocessionaire all Return Amounts subject to and in accordance with this Clause 8.
8.3 After each relevant Valuation Date, the Retrocedant will procure that the relevant Valuation Agent Retrocedant's Actuary determines as soon as practicable whether or not a Call Amount or a Return Amount exists in respect of a Relevant Funds-Withheld Account as at each relevant Valuation Date (the "Determination").
8.4 If a Call Amount or a Return Amount is payable in respect of a Relevant Funds-Withheld Account, the Retrocedant will notify the Retrocessionaire in writing within 5 Business Days of the relevant Determination (a "Call Notice", or a "Return Notice" as applicable).
8.5 A Call Notice or Return Notice delivered by the Retrocedant shall specify:
8.5.1 the Balance of the Relevant Funds-Withheld Account as at the close of business on the relevant Valuation Date;
8.5.2 the Call Amount or Return Amount (as applicable);
8.5.3 the type of Permitted Assets the Retrocedant intends to transfer in the case of a Return Amount;
8.5.4 the type of Permitted Assets the Retrocedant requires to have transferred in the case of a Call Amount;
8.5.5 if a Call Amount is payable, the Relevant Funds-Withheld Account into which the Retrocessionaire must pay the Call Amount;
8.5.6 subject to any confidentiality obligations by which the Retrocedant is bound, such information which is available to the relevant Valuation Agent Retrocedant's Actuary as may be relevant to the calculation of the Call Amount or Return Amount (as applicable).
8.6 If a Call Amount is payable, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant Permitted Assets of the type specified in the Call Notice, with a Value as at the Valuation Date at least equal to the Call Amount, within 2 Business Days of receipt of a Call Notice from the Retrocedant provided that the Retrocessionaire shall not be required to settle a Call Amount if doing so would reduce the Working Capital Assets below $10m.at
8.7 If a Return Amount is payable, the Retrocedant shall, subject to Clauses 8.8 and 8.118.12, and at the cost of the Retrocessionaire, transfer to the Retrocessionaire, Permitted Assets selected by the Retrocessionaire or its designated investment manager prior to the delivery of a Change of Authority Notice or the Retrocedant or its designated investment manager following the delivery of a Change of Authority Notice with a Value as at the Valuation Date at least equal to the Return Amount, within 5 Business Days of the later of: (i) the date of a Return Notice; or (ii) the date on which the Retrocedant received assets of a Value as least equal to the Return Amount from the relevant Custodian.
8.8 If the value of the Retrocessionaire Capital Account Assets at the date of the Return Notice is less than the Maximum Investor Capital Call Amount at that date, the Retrocedant shall transfer cash to the value of the Return Amount to the Retrocessionaire Capital Account within 5 Business Days of the date determined in accordance with Clause 8.7.
8.9 If the Retrocessionaire fails to pay a Call Amount in accordance with Clause 8.6, the Retrocedant shall make such payment to the Relevant Funds-Withheld Account on behalf of the Retrocessionaire. Such payment will not discharge the Retrocessionaire from its obligation to pay the Call Amount, save that such Call Amount shall be due and payable directly to the Retrocedant together with interest accrued in accordance with Clause 8.10.
8.10 In the event the Retrocessionaire fails to pay all or a part of a Call Amount in accordance with Clause 8.6, interest will accrue on the unpaid Call Amount (or part thereof) in an amount together with any positive Collateral Fee PIK Amount in an amount equal to the Collateral Fee for the period from the date the Call Amount became due and payable (the "Due Date"), or, as applicable, the Collateral Fee Payment Date that any Collateral Fee PIK Amount accrues, up to and including the date such Call Amount or Collateral Fee Amount is actually paid to the Retrocedant. Any accrued Collateral Fee will be payable quarterly on each January 1, April 1, July 1 and October 1, or if such date is not a Business Day, the immediately following Business Day, (each , a “Collateral Fee Payment Date”) in cash or, at the sole option of the Retrocessionaire added quarterly (on each Collateral Fee Payment Date) to the Collateral Fee PIK Amount. The Retrocessionaire may, in its sole discretion, repay any positive Collateral Fee PIK Amount in cash, on any Business Day.
8.11 The Retrocedant's obligation to pay a Return Amount is subject to the Retrocedant having actually received assets of a Value at least equal to the Return Amount from the relevant Custodian pursuant to the terms of the relevant Retroceded Policy or associated Security Agreement (if applicable), prior to paying the Return Amount due under this Agreement.
8.12 The payment of a Return Amount by the Retrocedant to the Retrocessionaire will be treated by the Parties as satisfaction of the relevant outstanding premium receivable by the Retrocessionaire pursuant to Clause 3.
8.13 The Retrocessionaire may notify the Retrocedant that it wishes to challenge the calculation of a Call Amount or Return Amount in respect of the Non-SPA Business ("Notice of Challenge") no later than 5 Business Days from receipt of a Call Notice or Return Notice (as applicable). If the Retrocessionaire delivers a Notice of Challenge within the permitted timeframe, the payment of the affected Return Amount and Call Amount that was made in accordance with Clauses 8.6 and 8.7 (as applicable) will be deemed to have been made on a provisional basis and be subject to the following:
8.13.1 if the Actuaries cannot agree on the disputed Call Amount or Return Amount (as applicable) within 15 Business Days of a Notice of Challenge, either the Retrocedant or the Retrocessionaire may refer the matter to the Expert for resolution pursuant to Clause 30; and
8.13.2 upon determination by the Expert, the Retrocedant or the Retrocessionaire (or such person on behalf of the Retrocessionaire) will make such payments to the other as necessary to put the Retrocedant and Retrocessionaire in the position they would have been in had the affected payment been made on the basis of the calculation by the Expert.
8.14 If at any time the Secured Account Assets credited to any Security Account cease to comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein), the Retrocedant shall be entitled to notify the Retrocessionaire in writing (a "Substitution Notice").
8.15 A Substitution Notice delivered by the Retrocedant shall specify:
8.15.1 the Secured Account Asset(s) to be substituted or replaced in order to bring the Security Account into compliance with the requirements of the Security Agreement relating to the applicable Secured Account (the “Replaced Assets”); and
8.15.2 the type of Permitted Assets the Retrocedant requires to have credited to the Secured Account in substitution or replacement of such Replaced Asset.
8.16 Within 5 Business Days of the delivery of a Substitution Notice, the Retrocessionaire shall, at its own cost, transfer to the Retrocedant, Permitted Assets with a Value at least equal to the Value of the Replaced Assets and of a type that, when credited to the Security Account in substitution or replacement of the Replaced Assets, the Secured Account Assets credited to any Security Account shall comply with the requirements of the related Security Agreement (including the investment restrictions set forth therein). As promptly as practicable following its receipt of such assets from the Retrocessionaire, the Retrocedant may direct such assets to be credited to the applicable Security Account and, at the cost of the Retrocessionaire, transfer to the Retrocessionaire, the Replaced Assets released by the Custodian to the Retrocedant therefrom.
Appears in 1 contract
Sources: Retrocession Agreement