Common use of Recapture Events Clause in Contracts

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Dateas of December 31, 2006) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; orintentionally left blank (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-third­ party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general account assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or; (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trustintentionally left blank.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (viv) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ixvi) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement; or (vii) a Recapture Event occurs under the Coinsurance Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trusthereunder.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Moody's Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act Xxxxx Xct or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Dateas of December 31, 2006) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; orintentionally left blank (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general account assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or; (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trustintentionally left blank.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, BB+ and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) the Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(t) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or; (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Mxxxx'x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 19972006) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Dateas of December 31, 2006) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; orintentionally left blank (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general account assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or; (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trustintentionally left blank.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a9.07(a) hereofhereto, any of the following occurrences shall constitute an event that entitles the Company either Seller to exercise the recapture remedy set forth in this Section 9.4 9.07 and Articles IX of the Coinsurance Agreements (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer Purchaser or LLANY ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer Purchaser or LLANY fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer Purchaser or its LLANY or their statutory representative representatives in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.07(d), Reinsurer fails Purchaser or LLANY fail to execute the Security Trust Agreement or deposit and maintain asset assets in trust on the terms provided in Section 9A(f9.07(f) and in the Security Trust AgreementAgreement(s), provided, however, that the Company Seller which makes the demand therefor executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this any Coinsurance Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY any Administrative Services Agreement in accordance with its terms, (A) Reinsurer Purchaser or LLANY does not take all steps necessary to arrange for a third-party administrator acceptable to the Company Sellers in its their sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement Agreement(s) at the cost of Reinsurer Purchaser or LLANY or (B) such third-party administrator fails to enter into an administrative service agreement agreement(s) with the CompanySellers, satisfactory in form and substance to the Company Sellers in its their sole discretion, reasonably exercised; or (vii) a A judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer Purchaser or LLANY or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s Purchaser's or LLANY's domiciliary state; or (viii) the Seller for whose benefit a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii9.07(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the ReinsurerPurchaser or LLANY, and the Reinsurer Purchaser or LLANY does not take all steps necessary to enable the Company such Seller to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s Purchaser's or LLANY's receipt of written notice from the Company such Seller as to the occurrence described herein; or (ix) Purchaser or LLANY, as applicable, fails to transfer from its general account to a Recapture Event occurs pursuant to segregated capital account for the Par Policies (which segregated account is contemplated by Section 9.07(b)(ix) 2.8 of the Asset Purchase XXXX Coinsurance Agreement and Section 2.8 of the XXXX (NY) Coinsurance Agreement) assets of a type, quality and value necessary to maintain the Par Surplus at the level contemplated by Section 2.8 of the XXXX Coinsurance Agreement and Section 2.8 of the XXXX (NY) Coinsurance Agreement, and Purchaser or LLANY, as applicable, fails to remedy such default within thirty (30) days after the date on which Purchaser or LLANY receives notice of such default from either Seller or any Governmental Authority. The occurrence of any Recapture Event shall entitle the Company either Seller to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer Purchaser has previously established a Security Trust or (3) the Company either Seller has previously delivered an Election Notice requiring Reinsurer Purchaser to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereofoccurred, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 9.5 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 199731 of the year immediately preceding) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 199731 of the year immediately preceding) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its termsSection 5.20 of this Agreement, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator reasonably acceptable to the Company in its sole discretion, reasonably exercisedCompany, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer (provided that the transfer of the Administrative Services to such third-party administrator does not need to occur during such thirty (30) day period so long as such transfer proceeds in an orderly and timely manner after such period) or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, reasonably satisfactory in form and substance to the Company in its sole discretion, reasonably exercisedCompany; or (viiv) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust Account or finding that the assets held in a Security Trust Account are general assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or (viiivi) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. or The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (viv) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, . to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ixvi) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement or (vii) a Recapture Event occurs under the Coinsurance Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trusthereunder.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (viv) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ixvi) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement; or (vii) a Recapture Event occurs under the Coinsurance Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trusthereunder.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, BB+ and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least Bal; or (ii) the Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(t) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or; (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(f) and in the Security Trust Agreement, provided, howeverhow- ever, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or (ix) the Reinsurer fails to transfer from its general account to a Recapture Event occurs pursuant segregated capital account for the Par Policies (which segregated account is contemplated by Section 2.8 hereof) assets of a type, quality and value necessary to maintain the Par Surplus at the level contemplated by Section 9.07(b)(ix2.8 hereof, and the Reinsurer fails to remedy such default within thirty (30) days after the date on which the Reinsurer receives notice of such default from the Asset Purchase AgreementCompany or any Governmental Authority. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “Recapture Event”): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s Corporation’s capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d9.4(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f9.4(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (vi) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “"secured claim” " within the meaning of the laws of the Reinsurer’s 's domiciliary state; or; (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s 's receipt of written notice from the Company as to the occurrence described herein; or (ix) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trust.

Recapture Events. From and after the Closing Date, and whether or not an Event of Default has occurred or Security Trust has been established pursuant to Section 9.4(a) hereof, any of the following occurrences shall constitute an event that entitles the Company to exercise the recapture remedy set forth in this Section 9.4 (individually or collectively, as the context indicates, a “"Recapture Event”"): (i) Reinsurer ceases to maintain any of (A) an A.M. Best Company rating of at least B+, (B) a Standard & Poor’s 's Corporation insurer financial strength rating of at least BB+, and (C) a Xxxxx’x Xxxxx'x Investors Services, Inc. claims-paying ability rating of at least BalBa1; or (ii) Reinsurer fails to (A) maintain a ratio of (i) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 199731,1997) to (ii) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 1997) of at least 160 percent; or (B) maintain a Standard & Poor’s 's Corporation’s 's capital adequacy ratio (calculated in accordance with the rules and procedures in effect on the Contract Date) of at least 100 l00 percent; or (iii) a petition for insolvency, rehabilitation, conservation, supervision, liquidation or similar proceeding is filed by or against the Reinsurer or its statutory representative in any jurisdiction; or (iv) within thirty (30) calendar days of its receipt of a demand therefor delivered pursuant to Section 9A(d), Reinsurer fails to execute the Security Trust Agreement or deposit and maintain asset in trust on the terms provided in Section 9A(f) and in the Security Trust Agreement, provided, however, that the Company executes such Security Trust Agreement contemporaneously with the delivery of the demand; or (v) this Agreement is terminated in accordance with its terms; or (viv) within thirty (30) calendar days of the termination of the NY Administrative Services Agreement in accordance with its terms, (A) Reinsurer does not take all steps necessary to arrange for a third-party administrator acceptable to the Company in its sole discretion, reasonably exercised, to provide all administrative services to be provided pursuant to the terminated NY Administrative Services Agreement at the cost of Reinsurer or (B) such third-party administrator fails to enter into an administrative service agreement with the Company, satisfactory in form and substance to the Company in its sole discretion, reasonably exercised; or (vii) a judgment or order is entered by a court of competent jurisdiction declaring the invalidity of the Security Trust or finding that the assets held in a Security Trust are general assets of Reinsurer or otherwise do not constitute a “secured claim” within the meaning of the laws of the Reinsurer’s domiciliary state; or (viii) a Security Trust is established for the benefit of the Company pursuant to Section 9.4(a)(iii) and the Company is denied credit on its financial statements filed in any jurisdiction with respect to the reinsurance provided by the Reinsurer, and the Reinsurer does not take all steps necessary to enable the Company to obtain credit on its financial statements within thirty (30) calendar days of the Reinsurer’s receipt of written notice from the Company as to the occurrence described herein; or (ixvi) a Recapture Event occurs pursuant to Section 9.07(b)(ix) of the Asset Purchase Agreement; or (vii) a Recapture Event occurs under the Coinsurance Agreement. The occurrence of any Recapture Event shall entitle the Company to elect recapture remedies hereunder regardless of whether (1) such an occurrence also constitutes an Event of Default, (2) the Reinsurer has previously established a Security Trust or (3) the Company has previously delivered an Election Notice requiring Reinsurer to establish a Security Trusthereunder.