Common use of Ceded Reinsurance Contracts Clause in Contracts

Ceded Reinsurance Contracts. The Administrator shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8, and (b) have the right to collect all reinsurance recoverables due thereunder. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s participation is required thereunder or reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.

Ceded Reinsurance Contracts. The Administrator (a) From and after the Inception Date, pursuant to the terms of the Administrative Services Agreement, the Reinsurer shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8, and (b) have the exclusive right to collect all terminate, amend or replace with a new reinsurance recoverables due thereunder. Notwithstanding agreement between the foregoing, Reinsurer and the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expenseapplicable reinsurer, in the administration whole or in part, any of the Ceded Reinsurance Contracts to the extent that such termination, amendment or replacement relates to the CompanyLBL Contracts; provided such termination, amendment or replacement does not affect the reinsurance coverage or other reinsurance terms provided thereunder with respect to the Company Business. The Company agrees to not terminate, amend or replace any of the Ceded Reinsurance Contracts to the extent such termination, amendment or replacement relates to or affects the reinsurance coverage provided thereunder with respect to the LBL Contracts. The Company shall, upon the Reinsurer’s participation is required thereunder or request, cooperate with the Reinsurer and take all actions reasonably requested by the Administrator Reinsurer to cause such terminations, amendments or replacements of Ceded Reinsurance Contracts or to cause such replacement Ceded Reinsurance Contracts to be entered into. The Reinsurer shall reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or its Affiliates in connection with such terminations, amendments or replacements of Ceded Reinsurance Contracts or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent entering into of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into such new Ceded Reinsurance Contracts Contracts. (b) From and after the ClosingInception Date, to the extent not completed prior to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement, the Reinsurer and the Company shall each use its reasonable best efforts, and shall cooperate fully with each other, to cause the reinsurer under each Ceded Reinsurance Contract pursuant to which such reinsurer reinsures both risk included in the Company Business and risk that is not included in the Company Business (each, a “Shared Reinsurance Agreement”) to (i) enter into (A) a novation to the Reinsurer or one or more of its Affiliates of the portion of such Shared Reinsurance Agreement comprising risk that is not included in the Company Business or (B) an amendment of such Shared Reinsurance Agreement to exclude the risk that is not included in the Company Business together with a new reinsurance arrangement with the Reinsurer or one or more of its Affiliates pursuant to which such risk will be reinsured by such reinsurer on the same terms as those applicable under the Shared Reinsurance Agreement (each of (A) and (B), an “Alternative Reinsurance Arrangement”) and (ii) waive any right to terminate such Shared Reinsurance Agreement pursuant to its terms as a result of the consummation of the transactions contemplated by this Agreement; provided, howeverthat neither Party shall be required to compromise any right, without asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the Company’s prior written consentconsent of any reinsurer to any Alternative Reinsurance Arrangement. For the avoidance of doubt, if the Parties are unable to effect an Alternative Reinsurance Arrangement with respect to any Shared Reinsurance Agreement and such Shared Reinsurance Agreement remains in effect after the Inception Date, all rights to the reinsurance recoveries under such Shared Reinsurance Agreement that relate to the LBL Contracts shall be included in the Recoveries, the Administrator Company shall have no obligation to seek collection for any such Recoveries (other than with respect to the Post-Underwriting Period Conversion Policies or as may be provided in the Administrative Services Agreement), and the Reinsurer will administer such Shared Reinsurance Agreement with respect to the LBL Contracts (other than with respect to the Post-Underwriting Period Conversion Policies) under the Administrative Services Agreement. (c) From and after the Inception Date, to the extent not completed prior to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement, the Reinsurer shall have the right but not the obligation to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of continue to use efforts to cause the Effective Time, provided that prior to renewing a reinsurer under each Ceded Reinsurance Contract in other than the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Shared Reinsurance Agreement, the Administrator shall use reasonable best efforts Agreements to enter into either (i) a novation of such Ceded Reinsurance Contract from the Company to the Reinsurer or one of its Affiliates or (ii) a termination of such Ceded Reinsurance Contract together with the concurrent entry into a new ceded reinsurance agreement contract with the Reinsurer; provided, that neither Party shall be required to compromise any right, asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the consent of any reinsurer to any such alternative arrangement. For the avoidance of doubt, if the Parties are unable to effect an alternative arrangement with respect to any such Ceded Reinsurance Contract and such Ceded Reinsurance Contract remains in effect after the Inception Date, all rights to the reinsurance recoveries under such Ceded Reinsurance Contract shall be included in Recoveries, the Company shall have no obligation to seek collection for any such Recoveries (other than with respect to the Post-Underwriting Period Conversion Policies or as may be provided in the Administrator’s name to replace Administrative Services Agreement), and the Reinsurer will administer such expiring or terminating Ceded Reinsurance ContactContract (other than with respect to the Post-Underwriting Period Conversion Policies) under the Administrative Services Agreement. (d) Subject to the provisions of Section 3.10(a), unless it Liabilities with respect to the LBL Contracts under any Ceded Reinsurance Contract that is terminated or recaptured by the Reinsurer shall be ceded hereunder automatically to the Reinsurer without further action, subject to receipt by the Reinsurer of any reserve transfer or similar transfers or settlement amount, if any, received by the Company from the applicable reinsurer and, in such event, the Reinsurer shall pay any special transfer or recapture fee or any other amount payable by the Company in respect of the LBL Contracts in connection therewith as may be required under such Ceded Reinsurance Contract. (e) From and after the Inception Date, the Reinsurer shall have the right but not commercially reasonable the obligation to do soseek Transamerica’s consent to (and upon receipt of such consent to effectuate on behalf of the Company) either (i) a novation of the Transamerica Reinsurance Agreement (together with any related servicing agreement) from the Company to the Reinsurer or one of its Affiliates or (ii) a termination of the Transamerica Reinsurance Agreement (together with any related servicing agreement) together with the concurrent entry into a new reinsurance contract and any related servicing agreement with the Reinsurer; provided, that neither Party shall be required to compromise any right, asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the consent of Transamerica to any such alternative arrangement.

Ceded Reinsurance Contracts. The Administrator shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard Prior to the Ceded Reinsurance Contracts Closing, VFL shall use commercially reasonable efforts to seek the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions consent of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts to VFL ceding its net retention of risk under the Insurance Contracts to Purchaser. In the event that any such reinsurer does not consent to the cession, VFL shall take one of the following actions: (i) if none of the reinsurers under the Ceded Reinsurance Contracts consents to the cession, VFL shall revise the Coinsurance Agreement to cede the maximum quota share of the risk under the Insurance Contracts to Purchaser as can be ceded without the consent of such reinsurers, such amendment to be in the form and substance reasonably satisfactory to Purchaser, in which case the Coinsurance Agreement as so modified will be executed by the parties at Closing; or (ii) if some but not all of the reinsurers under the Ceded Reinsurance Contracts consent to the cession to Purchaser, VFL shall revise the Coinsurance Agreement to either (A) retain the minimum retention required under the Reinsurance Contracts with the reinsurers who do not consent, or (B) enter into a reinsurance agreement with one or more replacement reinsurers (some or all of whom may be Affiliates of VFL) such that all minimum retention requirements that are not waived are satisfied or rendered moot by virtue of replacement of the nonconsenting reinsurer. In the case of (A), VFL will retain such premium and other benefits on a pro rata basis as are equal to the average premium and other benefits allowed to the current reinsurers and, in the case of (B), such replacement reinsurance agreements will be on terms at least as favorable economically as the agreement being replaced and otherwise to be on terms reasonably acceptable to Purchaser. Further, following Closing, the parties shall cooperate with respect to (y) obtaining consents that would permit VFL to cede its remaining retention to Purchaser under the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8Coinsurance Agreement without violating any net retention requirement, and (b) have the right to collect all reinsurance recoverables due thereunder. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administratorobtaining novations or further replacements or retrocessions, with respect reinsurers reasonably acceptable to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost Purchaser and expenseon economic terms and other terms no less favorable to Purchaser, in the administration of the Ceded Reinsurance Contracts that would permit VFL to the extent that the Company’s participation is required thereunder reduce or reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soeliminate its retained insurance risk.

Ceded Reinsurance Contracts. The (a) From and after the Inception Date, subject to Section 2.3, the Administrator shall have the authority and responsibility to, and shall, manage and administer the portion of the Ceded Reinsurance Contracts that relates to the LBL Contracts, including providing all reports and notices that relate to the LBL Contracts required with regard respect to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the applicable Ceded Reinsurance Contracts Contract and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured LBL Contracts; provided, however, that the Administrator’s payment of and collect from such reinsurers all reinsurance premiums recoverables due to reinsurers thereunder with respect to the Net Retained Liabilities Policies LBL Contracts. The Administrator shall also have the authority to exercise any of the Company’s rights with respect to trust accounts, letters of credit or other security posted for the Conversion Policies shall be reimbursed by benefit of the Company pursuant in respect of the LBL Contracts under any Ceded Reinsurance Contract that is not a Shared Reinsurance Agreement. Notwithstanding the foregoing, in the event that the Administrator materially fails to perform its obligations under this Section 3.89.1(a) with respect to any Shared Reinsurance Agreement, then upon written notice to the Administrator, the Company may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that relates to the LBL Contracts, and (b) have the right Administrator shall use reasonable best efforts timely to collect all reinsurance recoverables due thereunderprovide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Company in connection therewith. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s participation is required thereunder or is reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. (b) The Company shall have the authority and responsibility to, and shall, manage and administer the portion of the Shared Reinsurance Agreements that does not relate to the LBL Contracts, including providing all reports and notices that relate to policies other than the LBL Contracts required with regard to such Shared Reinsurance Agreements to the reinsurer within the time required by such Shared Reinsurance Agreements and doing all other things necessary to comply with the terms and conditions of such Shared Reinsurance Agreements. Without limiting the prior written consent of foregoing, the Company (which consent shall not be unreasonably withheldtimely pay all reinsurance premiums due to the reinsurer under such Ceded Reinsurance Contracts with respect to the policies other than LBL Contracts, conditioned or delayedand collect from such reinsurer all reinsurance recoverables due thereunder with respect to the policies other than the LBL Contracts. Notwithstanding the foregoing, in the event that the Company materially fails to perform its obligations under this Section 9.1(b) with respect to such Shared Reinsurance Agreement, then upon written notice to the Company, the Administrator may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that does not enter into new Ceded relate to the LBL Contracts, and the Company shall use reasonable best efforts timely to provide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Administrator in connection therewith. In the event that (i) the Company has not materially failed to perform its obligation under this Section 9.1(b) with respect to a Shared Reinsurance Contracts after Agreement but (ii) the Closing, provided, however, without the Company’s prior written consentCompany is determined to be obligated to provide consolidated reporting with respect to such Shared Reinsurance Agreement, the Administrator Parties shall cooperate in good faith to develop a mutually agreeable method to manage and administer such Shared Reinsurance Agreement. The Company shall have the right to renew expiring exercise all of its rights with respect to trust accounts, letters of credit or terminating Ceded Reinsurance Contracts that were in-force as other security posted for the benefit of the Effective Time, Company under any Shared Reinsurance Agreement; provided that prior it shall hold in trust for the benefit of the Administrator, and transfer to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured Administrator, any amounts withdrawn by the Administrator Company from any such trust accounts, letters of credit or other security that relate to the LBL Contracts (which amounts constitute Recoveries under the Reinsurance Agreement); provided, however, that the Administrator Company shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the honor Administrator’s name requests for collateral draws with respect to replace the LBL Contracts to the extent permitted under such expiring or terminating Ceded Shared Reinsurance Contact, unless it is not commercially reasonable to do soAgreement.

Ceded Reinsurance Contracts. The Administrator shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the The Ceding Company agrees that it shall not modify, amend, renew, recapture or terminate any Ceded Reinsurance Contracts Contract, or any trust or other agreement or instrument providing security for the Ceding Company with respect to any Ceded Reinsurance Contract, or waive any of its rights under any such agreement except with the Reinsurer’s prior written consent or at the Reinsurer’s instruction. The Ceding Company shall not enter into any new ceded reinsurance agreement with respect to any of the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8, and . (b) have From and after the right to collect all reinsurance recoverables due thereunder. Notwithstanding Effective Time, upon the foregoingReinsurer’s reasonable request, the Ceding Company shall reasonably cooperate with the Administrator, Reinsurer and use its commercially reasonable efforts to terminate or cause the recapture of any Ceded Reinsurance Contract or to novate any Ceded Reinsurance Contract (and any trust or other agreement or instrument providing security for the Ceding Company with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expense, in the administration of the such Ceded Reinsurance Contracts Contract) from the Ceding Company to the extent that Reinsurer on terms and conditions reasonably acceptable to the Company’s participation is required thereunder Ceding Company and the Reinsurer. The Ceding Company shall promptly advise the Reinsurer of any communications with respect to any such proposed termination, recapture or reasonably requested by novation. All correspondence from either the Administrator Ceding Company or the counterparty Reinsurer to any reinsurer under any Ceded Reinsurance Contract. Without Contract in connection with any such proposed termination, recapture or novation shall be in a form approved by the prior written consent of the Company (which consent other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed) . In the Administrator may not enter into new event any amount is paid by any reinsurer to the Ceding Company or any of its Affiliates in connection with the recapture of risks under any Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consentContract, the Administrator Ceding Company shall have or shall cause its applicable Affiliate to pay such amount to the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soReinsurer promptly upon receipt thereof.

Ceded Reinsurance Contracts. The Administrator (a) From and after the Inception Date, pursuant to the terms of the Administrative Services Agreement, the Reinsurer shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8, and (b) have the exclusive right to collect all terminate, amend or replace with a new reinsurance recoverables due thereunder. Notwithstanding agreement between the foregoing, Reinsurer and the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expenseapplicable reinsurer, in the administration whole or in part, any of the Ceded Reinsurance Contracts to the extent that such termination, amendment or replacement relates to the Company’s participation is required LBL Contracts; provided such termination, amendment or replacement does not affect the reinsurance coverage or other reinsurance terms provided thereunder with respect to the Company Business. The Company agrees to not terminate, amend or replace any of the Ceded Reinsurance Contracts to the extent such termination, amendment or replacement relates to or affects the reinsurance coverage provided thereunder with respect to the LBL Contracts. The Company shall, upon the Reinsurer's request, cooperate with the Reinsurer and take all actions reasonably requested by the Administrator Reinsurer to cause such terminations, amendments or replacements of Ceded Reinsurance Contracts or to cause such replacement Ceded Reinsurance Contracts to be entered into. The Reinsurer shall reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or its Affiliates in connection with such terminations, amendments or replacements of Ceded Reinsurance Contracts or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent entering into of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into such new Ceded Reinsurance Contracts Contracts. (b) From and after the ClosingInception Date, to the extent not completed prior to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement, the Reinsurer and the Company shall each use its reasonable best efforts, and shall cooperate fully with each other, to cause the reinsurer under each Ceded Reinsurance Contract pursuant to which such reinsurer reinsures both risk included in the Company Business and risk that is not included in the Company Business (each, a "Shared Reinsurance Agreement") to (i) enter into (A) a novation to the Reinsurer or one or more of its Affiliates of the portion of such Shared Reinsurance Agreement comprising risk that is not included in the Company Business or (B) an amendment of such Shared Reinsurance Agreement to exclude the risk that is not included in the Company Business together with a new reinsurance arrangement with the Reinsurer or one or more of its Affiliates pursuant to which such risk will be reinsured by such reinsurer on the same terms as those applicable under the Shared Reinsurance Agreement (each of (A) and (B), an "Alternative Reinsurance Arrangement") and (ii) waive any right to terminate such Shared Reinsurance Agreement pursuant to its terms as a result of the consummation of the transactions contemplated by this Agreement; provided, howeverthat neither Party shall be required to compromise any right, without asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the Company’s prior written consentconsent of any reinsurer to any Alternative Reinsurance Arrangement. For the avoidance of doubt, if the Parties are unable to effect an Alternative Reinsurance Arrangement with respect to any Shared Reinsurance Agreement and such Shared Reinsurance Agreement remains in effect after the Inception Date, all rights to the reinsurance recoveries under such Shared Reinsurance Agreement that relate to the LBL Contracts shall be included in the Recoveries, the Administrator Company shall have no obligation to seek collection for any such Recoveries (other than with respect to the Post-Underwriting Period Conversion Policies or as may be provided in the Administrative Services Agreement), and the Reinsurer will administer such Shared Reinsurance Agreement with respect to the LBL Contracts (other than with respect to the Post-Underwriting Period Conversion Policies) under the Administrative Services Agreement. (c) From and after the Inception Date, to the extent not completed prior to the Inception Date pursuant to Section 5.4 of the Stock Purchase Agreement, the Reinsurer shall have the right but not the obligation to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of continue to use efforts to cause the Effective Time, provided that prior to renewing a reinsurer under each Ceded Reinsurance Contract in other than the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Shared Reinsurance Agreement, the Administrator shall use reasonable best efforts Agreements to enter into either (i) a novation of such Ceded Reinsurance Contract from the Company to the Reinsurer or one of its Affiliates or (ii) a termination of such Ceded Reinsurance Contract together with the concurrent entry into a new ceded reinsurance agreement contract with the Reinsurer; provided, that neither Party shall be required to compromise any right, asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the consent of any reinsurer to any such alternative arrangement. For the avoidance of doubt, if the Parties are unable to effect an alternative arrangement with respect to any such Ceded Reinsurance Contract and such Ceded Reinsurance Contract remains in effect after the Inception Date, all rights to the reinsurance recoveries under such Ceded Reinsurance Contract shall be included in Recoveries, the Company shall have no obligation to seek collection for any such Recoveries (other than with respect to the Post-Underwriting Period Conversion Policies or as may be provided in the Administrator’s name to replace Administrative Services Agreement), and the Reinsurer will administer such expiring or terminating Ceded Reinsurance ContactContract (other than with respect to the Post-Underwriting Period Conversion Policies) under the Administrative Services Agreement. (d) Subject to the provisions of Section 3.10(a), unless it Liabilities with respect to the LBL Contracts under any Ceded Reinsurance Contract that is terminated or recaptured by the Reinsurer shall be ceded hereunder automatically to the Reinsurer without further action, subject to receipt by the Reinsurer of any reserve transfer or similar transfers or settlement amount, if any, received by the Company from the applicable reinsurer and, in such event, the Reinsurer shall pay any special transfer or recapture fee or any other amount payable by the Company in respect of the LBL Contracts in connection therewith as may be required under such Ceded Reinsurance Contract. (e) From and after the Inception Date, the Reinsurer shall have the right but not commercially reasonable the obligation to do soseek Transamerica's consent to (and upon receipt of such consent to effectuate on behalf of the Company) either (i) a novation of the Transamerica Reinsurance Agreement (together with any related servicing agreement) from the Company to the Reinsurer or one of its Affiliates or (ii) a termination of the Transamerica Reinsurance Agreement (together with any related servicing agreement) together with the concurrent entry into a new reinsurance contract and any related servicing agreement with the Reinsurer; provided, that neither Party shall be required to compromise any right, asset or benefit or expend any amount, incur any liability or provide any other consideration in connection with obtaining the consent of Transamerica to any such alternative arrangement.

Ceded Reinsurance Contracts. The (a) From and after the Inception Date, subject to Section 2.3, the Administrator shall have the authority and responsibility to, and shall, manage and administer the portion of the Ceded Reinsurance Contracts that relates to the LBL Contracts, including providing all reports and notices that relate to the LBL Contracts required with regard respect to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the applicable Ceded Reinsurance Contracts Contract and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured LBL Contracts; provided, however, that the Administrator’s payment of and collect from such reinsurers all reinsurance premiums recoverables due to reinsurers thereunder with respect to the Net Retained Liabilities Policies LBL Contracts. The Administrator shall also have the authority to exercise any of the Company's rights with respect to trust accounts, letters of credit or other security posted for the Conversion Policies shall be reimbursed by benefit of the Company pursuant in respect of the LBL Contracts under any Ceded Reinsurance Contract that is not a Shared Reinsurance Agreement. Notwithstanding the foregoing, in the event that the Administrator materially fails to perform its obligations under this Section 3.89.1(a) with respect to any Shared Reinsurance Agreement, then upon written notice to the Administrator, the Company may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that relates to the LBL Contracts, and (b) have the right Administrator shall use reasonable best efforts timely to collect all reinsurance recoverables due thereunderprovide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Company in connection therewith. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and 's expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s 's participation is required thereunder or is reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. (b) The Company shall have the authority and responsibility to, and shall, manage and administer the portion of the Shared Reinsurance Agreements that does not relate to the LBL Contracts, including providing all reports and notices that relate to policies other than the LBL Contracts required with regard to such Shared Reinsurance Agreements to the reinsurer within the time required by such Shared Reinsurance Agreements and doing all other things necessary to comply with the terms and conditions of such Shared Reinsurance Agreements. Without limiting the prior written consent of foregoing, the Company (which consent shall not be unreasonably withheldtimely pay all reinsurance premiums due to the reinsurer under such Ceded Reinsurance Contracts with respect to the policies other than LBL Contracts, conditioned or delayedand collect from such reinsurer all reinsurance recoverables due thereunder with respect to the policies other than the LBL Contracts. Notwithstanding the foregoing, in the event that the Company materially fails to perform its obligations under this Section 9.1(b) with respect to such Shared Reinsurance Agreement, then upon written notice to the Company, the Administrator may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that does not enter into new Ceded relate to the LBL Contracts, and the Company shall use reasonable best efforts timely to provide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Administrator in connection therewith. In the event that (i) the Company has not materially failed to perform its obligation under this Section 9.1(b) with respect to a Shared Reinsurance Contracts after Agreement but (ii) the Closing, provided, however, without the Company’s prior written consentCompany is determined to be obligated to provide consolidated reporting with respect to such Shared Reinsurance Agreement, the Administrator Parties shall cooperate in good faith to develop a mutually agreeable method to manage and administer such Shared Reinsurance Agreement. The Company shall have the right to renew expiring exercise all of its rights with respect to trust accounts, letters of credit or terminating Ceded Reinsurance Contracts that were in-force as other security posted for the benefit of the Effective Time, Company under any Shared Reinsurance Agreement; provided that prior it shall hold in trust for the benefit of the Administrator, and transfer to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured Administrator, any amounts withdrawn by the Administrator Company from any such trust accounts, letters of credit or other security that relate to the LBL Contracts (which amounts constitute Recoveries under the Reinsurance Agreement); provided, however, that the Administrator Company shall use reasonable best efforts honor Administrator's requests for collateral draws with respect to enter into a new ceded reinsurance agreement in the Administrator’s name LBL Contracts to replace the extent permitted under such expiring or terminating Ceded Shared Reinsurance Contact, unless it is not commercially reasonable to do soAgreement.