Commutations. Any portion of the proceeds of a commutation of any Inuring AXA RE Retrocession Agreements as relates to the Retrocessionaire’s participation in the Net Liability shall be added to the FW Canadian Account Balance, except to the extent the Retrocessionnaire shall have received a payment or participated in a credit or benefit under the Reserve Agreement in respect of such participation in the Net Liability; provided however that the proceeds in respect of a commutation of a multi-year Inuring AXA RE Retrocession Agreement which was in effect or otherwise covers any period prior to January 1, 2006 shall be allocated between the Retrocedant and the Retrocessionaire, in a mutually acceptable manner, such allocation to be based on the pro rata amount of aggregate loss reserves (and to the extent appropriate, paid Losses (as defined in the Reserve Agreement)) in respect of Policies in the Guaranteed Portfolio (as defined in the Reserve Agreement) and such other Policies, respectively, that are the subject of such commutation. The Retrocessionaire agrees that, following such a commutation, the Net Liability reinsured under this Agreement shall cease to be subject to reduction from retrocessional protection previously afforded by such commuted Inuring AXA RE Retrocession Agreement.
Commutations. Notwithstanding any other provision of this Administrative Services Agreement to the contrary, no Party shall have authority to commute any Third Party Reinsurance Agreements which relates to the Business Covered without the written consent of the other Party.
Commutations. OBIC covenants and agrees not to commute any Ceded External Reinsurance Arrangement with respect to the Reinsured Liabilities incurred under the Policies without the consent of Peerless.
Commutations. Other than with respect to (a) insurance obligations and settlements of insurance with such counterparties as the Borrower and Lender may agree, as to which no such limitation shall apply, and (b) with respect to MBIA UK and its Subsidiaries, consummate any remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, whether or not they effect the Subject Collateral, to the extent that any amounts paid or transferred by the Borrower and its Subsidiaries as consideration therefor or in connection therewith since the Closing Date would exceed $500,000,000 in the aggregate, provided that, notwithstanding the foregoing, the Borrower may not, without the written consent of the Lender, consummate any remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, whether or not they effect the Subject Collateral, if, (x) after giving effect thereto and to any borrowings of Loans in connection therewith, the aggregate principal amount of Loans outstanding would exceed $200,000,000 or (y) after giving effect thereto, all remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, taken as a whole since the Closing Date, would, cumulatively, have reduced the Statutory Capital of the Borrower by $100,000,000 or more.
Commutations. Other than with respect to (a) insurance obligations and settlements of insurance with such counterparties as the Borrower and Lender may agree, as to which no such limitation shall apply, and (b) with respect to MBIA UK and its Subsidiaries, consummate any remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, whether or not they effect the Subject Collateral, to the extent that any amounts paid or transferred by the Borrower and its Subsidiaries as consideration therefor or in connection therewith since June 28, 2013 would exceed $260,000,000 in the aggregate (the “Remediation Basket”), provided that, notwithstanding the foregoing, the Borrower may not, without the written consent of the Lender, consummate any remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, whether or not they effect the Subject Collateral, if, (x) after giving effect thereto and to any borrowings of Loans in connection therewith, the aggregate principal amount of Loans outstanding would exceed $200,000,000 or (y) after giving effect thereto, all remediation efforts, including, without limitation, amendments, compromises or commutations with respect to its insurance obligations and settlements of litigation, taken as a whole since May 6, 2013, would, cumulatively, have reduced the Statutory Capital of the Borrower by $100,000,000 or more.”
Section 1.14 Section 9.2(a)(ii) is hereby amended and restated in its entirety as follows:
Commutations. The commutations referred to in the SP Parties Disclosure Schedule (including the SINT-SPAIC Commutation (as defined in the SP Parties Disclosure Schedule)) shall not lead to an increase in the Applicable Reserves or the exposure of the Retrocessionaire under the transactions contemplated by this Agreement.
Commutations. As soon as practicable after the date hereof, PRI will file an application seeking approval of a commutation agreement in the form of Exhibit B hereto with respect to the XOL Treaties. Within three business days of PRI’s receiving all required approvals of the New York State Insurance Department with respect to both (i.e., the DD&R Treaty, on the one hand, and the XOL Treaties, on the other hand) Commutations (the “Approvals”), PRI and FPIC will execute and deliver to one another a commutation agreement in the form of Exhibit C hereto (which Exhibit reflects the completion and filling in of the blanks of Exhibit A hereto) with respect to the DD&R Treaty and a commutation agreement in the form of Exhibit D hereto (which Exhibit reflects the completion and filling in of the blanks of Exhibit B hereto)with respect to the XOL Treaties; provided, however, that neither party hereto shall be obligated to enter into either such Commutation unless and until the Approvals are received in respect of both Commutations and the other party performs its obligation to enter into both Commutations. PRI will use all commercially reasonable efforts to obtain the Approvals as soon as reasonably practicable and FPIC will cooperate fully with PRI in that regard. Unless otherwise agreed in writing by FPIC and PRI, the obligations of the parties under this Section 1 to enter into the Commutations will be and become null and void if the Approvals have not been obtained by November 15, 2006, promptly after which date PRI will withdraw its applications seeking the Approvals. Consequently, the parties understand and acknowledge that should the parties ever seek to enter into commutations of either or both of the DD&R Treaty and/or the XOL Treaty with each other following such termination of the obligations under this Section 1 (notwithstanding that the other provisions of this Agreement continue in effect), they will be required to do so through agreements separate and apart from this Agreement and on whatever terms the parties may then agree, whether or not similar to the terms of the Commutations contemplated by this Agreement.
Commutations. (a) Prior to Closing, (i) Seller shall, and shall cause the Acquired Companies to, commute each Affiliate Reinsurance Agreement set forth on Section 5.18(a) of the Seller Disclosure Schedule (the “Commuted Reinsurance Agreements”) as of December 31, 2010, (ii) Seller shall, and shall cause the Acquired Companies to, enter into mutual releases with respect to all past, present and future rights, duties, obligations, and Liabilities arising under or in connection with each Commuted Reinsurance Agreement and (iii) Seller or its Affiliates (other than the Acquired Companies) shall pay the applicable Acquired Companies a commutation amount (the “Reserves Commutation Amount”) equal to the sum of all loss, unallocated loss adjustment expense, allocated loss adjustment expense, incurred but not reported and unearned premium reserves in respect of the Commuted Reinsurance Agreements, as reflected in the financial statements of such Affiliates, as applicable, for the year ended December 31, 2010, less any unpaid premium amounts, ceding commissions, deferred acquisition costs and other contractual amounts due and payable to such Affiliates, in respect of the Commuted Reinsurance Agreements, as reflected in the financial statements of such Affiliates, as applicable, for the year ended December 31, 2010. The Reserves Commutation Amount shall be equal to the sum of all reinsurance recoveries on paid and unpaid losses and prepaid reinsurance premiums in respect of the Commuted Reinsurance Agreements, as reflected in the financial statements of the Acquired Companies, as applicable, for the year ended December 31, 2010, less any unpaid premium amounts, ceding commission, ceded deferred acquisition costs and other contractual amounts due and payable to such Affiliates, in respect of the Commuted Reinsurance Agreements, as reflected in the financial statements of the Acquired Companies, as applicable, for the year ended December 31, 2010.
(b) As soon as reasonably practicable, Buyer shall instruct Seller in writing as to the amount of reinsurance to be purchased by the Acquired Companies for periods commencing after December 31, 2010, and as to the desired providers of such reinsurance, and Seller shall use commercially reasonable efforts to fulfill these instructions.
