Common use of Ceded Reinsurance Clause in Contracts

Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.

Ceded Reinsurance. The parties agree and acknowledge No Loan Party shall, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the collectability total liabilities assumed by such Person, through a letter of reinsurance under credit issued by an “authorized bank” (as such term is defined by the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Services Agreement without regard to whether or not Agent, provided however, that for purposes of the foregoing clause (ii), any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company “NA” designation shall not amend, terminate, assign be considered a rating of Best; (b) enter into any Reinsurance Agreement or commute any Ceded Reinsurance Contracts without Agreements with Lloyd’s of London if the express written consent aggregate amount of reinsurance ceded thereby would exceed fifteen percent (15.0%) of the Reinsurer aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the extent required to comply with Applicable Law. For amount thereof does not increase) the avoidance of doubt, in the event of any commutation of any Ceded Surplus Relief Reinsurance in accordance effect on the date hereof and described on Schedule 6.06; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if after giving effect thereto such Reinsurance Agreement or Reinsurance Agreements, when taken together with all other Reinsurance Agreements entered into by the Insurance Subsidiaries during the immediately preceding sentence365-day period, as will result in a fifteen percent (15.0%) or more reduction of the effective time of such commutation, the commuted liabilities shall become part aggregate net written premiums of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with Insurance Subsidiaries taken as a whole (but without duplication) during such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in365-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soday period.

Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account (a) Section 3.13(a) of the Reinsurer, and Maiden Disclosure Schedule identifies reinsurers that the Reinsurer shall pay all Reinsured Liabilities pursuant are party to Third Party Reinsurance Agreements (i) which have an effective date on or prior to the Administrative Services Agreement without regard Closing Date; and (ii) as to whether which there were claim reserves, associated reserves for incurred but not reported claims, unearned premiums, refunds or not any Ceded policy reserves, in the aggregate, equal to or exceeding $1,000,000 as of June 30, 2018. The Third Party Reinsurance Recoveries Agreements entered into by the Original Cedents (or its Affiliates) with such reinsurers are actually collected. From referred to herein as the “Material Third Party Reinsurance Agreements.” Maiden and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent Maiden Insurance have made available to Enstar true and complete copies of the Reinsurer except Material Third Party Reinsurance Agreements and all amendments thereto and all Books and Records to the extent required relating to comply with Applicable Law. For the avoidance of doubt, foregoing. (b) Except as set forth in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as Section 3.13(b) of the effective time Maiden Disclosure Schedule, to the knowledge of Maiden and Maiden Insurance, no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such commutation, the commuted liabilities shall become part agreement by reason of the Reinsured Liabilities transactions contemplated by this Agreement or the agreements contemplated hereby. There has been no separate contract between the applicable Original Cedent (or its Affiliates) and shall be reinsured by any other party to such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the Reinsurer parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in accordance with any such Material Third Party Reinsurance Agreement. (c) With respect to each Material Third Party Reinsurance Agreement, except as set forth in Section 3.13(c) of the terms Maiden Disclosure Schedule, to the knowledge of Maiden and conditions of this Maiden Insurance, (i) neither the applicable Original Cedent (or its Affiliates) nor the reinsurer is in default under such Material Third Party Reinsurance Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments no event has occurred which would create a default or settlements received breach by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Original Cedent (or its Affiliates) under such Material Third Party Reinsurance Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain (ii) such Material Third Party Reinsurance Agreement is in full force and effect each of the Ceded Reinsurance Contracts and is valid and enforceable in accordance with its terms subject to the extent Enforceability Exceptions, and (iii) such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Material Third Party Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate Agreement complies in all discussions withmaterial respects with Applicable Law. To the knowledge of Maiden and Maiden Insurance, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept there are no material pending or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action threatened disputes with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms validity of any Ceded Material Third Party Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soAgreement.

Ceded Reinsurance. The parties agree and acknowledge No Loan Party shall, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the collectability total liabilities assumed by such Person, through a letter of reinsurance under credit issued by an “authorized bank” (as such term is defined by the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the ClosingAgent, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, provided however, that prior to renewing for purposes of the Ceded Reinsurance Contract in the Ceding Company’s nameforegoing clause (ii), the Reinsurer any “NA” designation shall use reasonable best efforts to not be considered a rating of Best; (b) enter into a new any Reinsurance Agreement or Reinsurance Agreements with Xxxxx’x of London if the aggregate amount of reinsurance ceded thereby would exceed thirty-five percent (35.0%) of the aggregate premium volume of reinsurance agreement ceded by the Insurance Subsidiaries; or (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the amount thereof does not increase) the Surplus Relief Reinsurance in effect on the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do sodate hereof and described on Schedule 6.06.

Ceded Reinsurance. The parties agree and acknowledge Borrower shall not, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $10,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B++” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $500,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the collectability total liabilities assumed by such Person, through a letter of reinsurance under credit issued by an “authorized bank” (as such term is defined by the Ceded Reinsurance Contracts shall be at Applicable Insurance Regulatory Authority) or a cash collateral deposit or a funds withheld trust as allowed by the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant Applicable Insurance Regulatory Authority or (iv) any other reinsurers acceptable to the Administrative Services Agreement without regard to whether or not Agent, provided however, that for purposes of the foregoing clause (ii), any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company “NA” designation shall not amend, terminate, assign be considered a rating by Best; (b) enter into any Reinsurance Agreement or commute any Ceded Reinsurance Contracts without Agreements with Lloyd's of London if the express written consent aggregate amount of reinsurance ceded thereby would exceed 15% of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance aggregate premium volume of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured reinsurance ceded by the Reinsurer in accordance Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Timeanother Insurance Subsidiary; provided, howeverthat the Insurance Subsidiaries may, that prior so long as in each case the requirements in clause (a) above are satisfied, (i) continue to renewing maintain and from time to time amend or replace the Ceded Surplus Relief Reinsurance Contract in effect on the Ceding Company’s namedate hereof and described on Schedule 6.06, the Reinsurer shall use reasonable best efforts to (ii) enter into new Surplus Relief Reinsurance arrangements so long as the aggregate amount of any increased amount arising from any amendments or replacements undertaken pursuant to clause (i), when added to the amount arising from any new arrangements, does not provide more than $75,000,000 in after-tax surplus relief benefit to the Insurance Subsidiaries and (iii) continue to maintain and from time to time amend the 2005 Reinsurance Treaty entered into by American Equity Life with Hannover Life Reassurance Company of America described on Schedule 6.06 providing reinsurance coverage for certain partial free withdrawal provisions of certain American Equity Life policies; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a new ceded reinsurance agreement 35% or more reduction of annuity deposits for the Insurance Subsidiaries in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soany 12-month period.

Ceded Reinsurance. The parties agree and acknowledge No Loan Party shall, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the collectability total liabilities assumed by such Person, through a letter of reinsurance under credit issued by an “authorized bank” (as such term is defined by the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the ClosingAgent, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, provided however, that prior to renewing for purposes of the Ceded Reinsurance Contract in the Ceding Company’s nameforegoing clause (ii), the Reinsurer any “NA” designation shall use reasonable best efforts to not be considered a rating of Best; (b) enter into a new any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed thirty-five percent (35.0%) of the aggregate premium volume of reinsurance agreement ceded by the Insurance Subsidiaries; or (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the amount thereof does not increase) the Surplus Relief Reinsurance in effect on the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do sodate hereof and described on Schedule 6.06.

Ceded Reinsurance. The parties agree and acknowledge No Loan Party shall, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Lender, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed fifteen percent (15.0%)35% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; or (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the collectability of reinsurance under Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the Ceded Reinsurance Contracts shall be at amount thereof does not increase) the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Surplus Relief Reinsurance in accordance effect on the date hereof and described on Schedule 6.06; or6.06. (d) enter into any Reinsurance Agreement or Reinsurance Agreements if after giving effect thereto such Reinsurance Agreement or Reinsurance Agreements, when taken together with all other Reinsurance Agreements entered into by the Insurance Subsidiaries during the immediately preceding sentence365-day period, as will result in a fifteen percent (15.0%) or more reduction of the effective time of such commutation, the commuted liabilities shall become part aggregate net written premiums of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with Insurance Subsidiaries taken as a whole (but without duplication) during such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in365-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soday period.

Ceded Reinsurance. The parties agree and acknowledge No Loan Party shall, nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published financial strength rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof with respect to a Person not domiciled in the United States) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Lender, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed fifteen percent (15.0%) of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the collectability of reinsurance under Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the Ceded Reinsurance Contracts shall be at amount thereof does not increase) the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Surplus Relief Reinsurance in accordance effect on the date hereof and described on Schedule 6.06; or (d) enter into any Reinsurance Agreement or Reinsurance Agreements if after giving effect thereto such Reinsurance Agreement or Reinsurance Agreements, when taken together with all other Reinsurance Agreements entered into by the Insurance Subsidiaries during the immediately preceding sentence365-day period, as will result in a fifteen percent (15.0%) or more reduction of the effective time of such commutation, the commuted liabilities shall become part aggregate net written premiums of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with Insurance Subsidiaries taken as a whole (but without duplication) during such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in365-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soday period.

Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so. To the extent that all waivers and consents required in order to reinsure 100% of the Net Retained Liabilities under this Agreement are not received prior to the Closing, from and after the Closing, the Reinsurer and the Ceding Company shall, and shall cause their respective Affiliates to, cooperate and use reasonable best efforts to obtain, such waivers and consents. To the extent that after the Closing, any such waivers or consents are obtained or the parties otherwise agree that any such waivers or consents are not required, then the Net Retained Liability as to which such wavier or consent is obtained or agreement is reached is not required shall no longer be deemed a Net Retained Liability for purposes of this Agreement and instead shall be considered part of the Reinsured Liabilities hereunder effective as of the first day of the month preceding the following transfers, which the parties shall schedule as promptly as practicable following such waiver, consent or agreement. No later than five (5) Business Days prior to such date of transfer, the Reinsurer shall deliver to the Ceding Company a statement of net settlement with respect to the former Net Retained Liabilities as of the first day of the month preceding such date of transfer prepared in accordance with the Statement of Net Settlement Methods (as defined in the Master Transaction Agreement) and in the same format as the Reference Settlements Walk (as defined in the Master Transaction Agreement), together with a calculation of the Net Retained Liability Ceding Commission Adjustment with respect to such former Net Retained Liability for which waiver or consent was obtained, or as to which agreement was reached (in each case, a “Post-Closing Net Retained Liabilities Statement”). In the event that the Ceding Company disagrees with the Post-Closing Net Retained Liabilities Statement, the Ceding Company may deliver written notice to the Reinsurer of such disagreement and the Parties shall resolve such disagreement using the procedures set forth in Section 4.8(c), mutatis mutandis. On such agreed date of transfer, the Ceding Company shall transfer to the Reinsurer (or to the Trust Account on behalf of Reinsurer) an amount of Eligible Assets reasonably acceptable to the Reinsurer having an aggregate Fair Market Value equal to the sum of (i) the net settlement amount with respect to such former Net Retained Liabilities calculated as of the first day of the month preceding such transfer, consistent with the calculation of the Closing Net Settlement Amount under Section 2.09(d) of the Master Transaction Agreement, less (ii) the Net Retained Liability Ceding Commission Adjustment with respect to such former Net Retained Liability for which waiver or consent was obtained, or as to which agreement was reached. For the avoidance of doubt, the amount in clause (ii) above may be a negative number, in which case the absolute value of such amount shall be added to the sum of clause (i) above to determine the amount of Eligible Assets the Ceding Company shall transfer to the Reinsurer on such agreed date. Prior to obtaining any such required consents or waivers or reaching such agreement, the Reinsured Contract from which Net Retained Liabilities arise (in each case, a “Net Retained Liabilities Policy”) shall not be reinsured hereunder, but the Reinsurer shall provide administrative services with respect to any Net Retained Liabilities Policies and any reinsurance contracts that would have been Ceded Reinsurance Contracts had such policies been Reinsured Polices and not Net Retained Liabilities Policies pursuant to the Administrative Services Agreement in the manner set forth therein.

Ceded Reinsurance. (a) Section 3.13(a) of the Maiden Disclosure Schedule identifies reinsurers that are party to Third Party Reinsurance Agreements (i) which have an effective date on or prior to the Closing Date; and (ii) as to which there were claim reserves, associated reserves for incurred but not reported claims, unearned premiums, refunds or policy reserves, in the aggregate, equal to or exceeding $1,000,000 as of December 31, 2018. The parties agree and acknowledge that Third Party Reinsurance Agreements entered into by the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and Original Cedents (or its Affiliates) or by or for the account benefit of Maiden Insurance with such reinsurers are referred to herein as the Reinsurer“Material Third Party Reinsurance Agreements.” Maiden and Maiden Insurance have made available to Enstar for inspection true and complete copies, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event possession or control of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentenceMaiden or Maiden Insurance, as of the effective time of such commutation, Material Third Party Reinsurance Agreements and all amendments thereto and all Books and Records to the commuted liabilities shall become part extent relating to the foregoing. (b) Except as set forth in Section 3.13(b) of the Reinsured Liabilities Maiden Disclosure Schedule, to the knowledge of Maiden and shall be reinsured Maiden Insurance: (i) no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such agreement by reason of the Reinsurer transactions contemplated by this Agreement or the agreements contemplated hereby; and (ii) there has been no separate contract between the applicable Original Cedent (or its Affiliates), Maiden Insurance and any other party to such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in accordance with any such Material Third Party Reinsurance Agreement. (c) With respect to each Material Third Party Reinsurance Agreement, except as set forth in Section 3.13(c) of the terms Maiden Disclosure Schedule, to the knowledge of Maiden and conditions of this Maiden Insurance, (i) neither the applicable Original Cedent (or its Affiliates) or Maiden Insurance, on the one hand, nor the reinsurer, on the other, is in default under such Material Third Party Reinsurance Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments no event has occurred which would create a default or settlements received breach by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Original Cedent (or its Affiliates) under such Material Third Party Reinsurance Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain (ii) such Material Third Party Reinsurance Agreement is in full force and effect each of the Ceded Reinsurance Contracts and is valid and enforceable in accordance with its terms subject to the extent Enforceability Exceptions, and (iii) such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Material Third Party Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate Agreement complies in all discussions withmaterial respects with Applicable Law. To the knowledge of Maiden and Maiden Insurance, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept there are no material pending or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action threatened disputes with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms validity of any Ceded Material Third Party Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soAgreement.