Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall use its reasonable best efforts to (a) hold and maintain its license or - 19 - 1006844591v17 accreditation in any Applicable Jurisdiction, and (b) subject to the last sentence of this Section 5.1, take all other actions so that the Ceding Company may receive Reserve Credit. Should the Reinsurer fail to hold and maintain all licenses and authorizations required under applicable Law to enable the Ceding Company to receive Reserve Credit, the Reinsurer shall, subject to the last sentence of this Section 5.1, at its own expense, take all steps (including, at its option, the posting of letters of credit, establishing a credit for reinsurance trust or other acceptable security in accordance with the terms hereof or, with the consent of the Ceding Company, conversion to reinsurance on a funds withheld or modified coinsurance basis), within fifteen (15) days following the occurrence of such event or, if later, prior to the end of the calendar quarter during which such event occurs, as are necessary so as to permit the Ceding Company to obtain Reserve Credit. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation in any Applicable Jurisdiction or other condition that would be reasonably likely to result or has resulted in any loss of, or impairment to, Reserve Credit. Furthermore, upon any loss of, or impairment to, Reserve Credit, the Ceding Company and the Reinsurer agree to cooperate in good faith to amend this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity to ensure the Ceding Company obtains Reserve Credit.
Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall, at its own expense, use reasonable best efforts to hold and maintain all licenses and authorizations required under Applicable Law and shall otherwise take all action (including the posting of letters of credit, establishing a credit for reinsurance trust or other acceptable security) that may be necessary (i) so that the Ceding Company may receive Reserve Credit and (ii) to perform its obligations hereunder. Should the Reinsurer fail to hold and maintain all licenses and authorizations required under Applicable Law to enable the Ceding Company to receive Reserve Credit, the Reinsurer shall, at its own expense, take all steps prior to the end of the calendar quarter in which such event occurs, as are reasonably necessary so at to permit the Ceding Company to obtain Reserve Credit. The Reinsurer shall promptly notify the Ceding Company of any event or change or condition that would be reasonably likely to result in any loss of, or impairment to, Reserve Credit. Furthermore, upon a Reserve Credit Event, the Ceding Company and the Reinsurer shall cooperate in good faith with the Ceding Company to promptly amend this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity to ensure the Ceding Company obtains Reserve Credit.
Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation in the Ceding Company Domiciliary State or (b) take all other actions so that the Ceding Company may receive Reserve Credit, including, at the Reinsurer’s option, establishing and maintaining at its expense security in the form of letters of credit, assets held in a reinsurance trust or a combination thereof in a manner required by the Ceding Company Domiciliary State so that the Ceding Company may receive Reserve Credit; provided, that Reinsurer shall not permit its license or accreditation in the Ceding Company Domiciliary State to cease to be in effect without having taken such other action(s) so that the Ceding Company may receive Reserve Credit. The Reinsurer shall promptly (but in any event within five (5) Business Days) notify the Ceding Company of any event or change in its licensing or accreditation in the Ceding Company Domiciliary State or other condition that would be reasonably likely to result or has resulted in any loss of, or impairment to, Reserve Credit.
Licenses; Reserve Credit. SECURITY 30 ARTICLE VI. OVERSIGHTS; COOPERATION 39 ARTICLE VII. INSOLVENCY 40 ARTICLE VIII. DURATION; RECAPTURE 40 ARTICLE IX. INDEMNIFICATION 45 ARTICLE X. TAXES 46 ARTICLE XI. MISCELLANEOUS 47 INDEX OF SCHEDULES AND EXHIBITS
Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its reciprocal jurisdiction status in the Ceding Company Domiciliary State and (b) take all other actions necessary so that the Ceding Company may receive Reserve Credit. Should the Reinsurer fail to maintain such status, the Reinsurer shall, at its own expense, take all steps necessary so as to permit the Ceding Company to obtain Reserve Credit no later than the third (3rd) Business Day prior to the end of the calendar quarter during which such event occurred.
Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its commercially reasonable efforts to hold and maintain its license status in the Ceding Company Domiciliary State and (b) subject only to the Ceding Company’s obligation to cooperate in good faith in accordance with the last sentence of this Section 5.1, take all other actions necessary so that the Ceding Company may receive Reserve Credit. Should the Reinsurer fail to maintain such status, the Reinsurer shall, at its own expense, take such actions necessary so that the Ceding Company may receive Reserve Credit no later than the third (3rd) Business Day prior to the end of the calendar quarter during which such event occurred. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing status in the Ceding Company Domiciliary State or other conditions that would be reasonably likely to result or have resulted in any loss of, or impairment to, Reserve Credit. In addition, in furtherance of the performance of the Reinsurer’s obligations under this Section 5.1, the Ceding Company and the Reinsurer agree to cooperate in good faith to amend this Agreement, the Trust Agreement or any other Transaction Agreement or execute such additional documents as may be reasonably required to ensure continued Reserve Credit in the Ceding Company Domiciliary State.
Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation in the Ceding Company Domiciliary State, and (b) take all other actions so that the Ceding Company may receive Reserve Credit. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation in the Ceding Company Domiciliary State or other condition that would be reasonably likely to result or has resulted in any loss of, or impairment to, Reserve Credit. Furthermore, upon any loss of Reserve Credit, the Ceding Company and the Reinsurer agree to amend this Agreement or the Trust Agreement, enter into other agreements or execute additional documents, or provide alternative forms of security as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Authority of the Ceding Company Domiciliary State to ensure the Ceding Company obtains Reserve Credit.
Licenses; Reserve Credit. SECURITY 27
Section 4.1 Licenses; Reserve Credit 27 Section 4.2 Security 27 Section 4.3 Trust Account and Settlements 28 Section 4.4 Eligible Assets 28 Section 4.5 Deposit or Transfer of Trust Assets 29 Section 4.6 Modifications Upon Occurrence of a Triggering Event 29 Section 4.7 Withdrawals of Assets from the Trust Account or Draws on Qualifying LOCs 29 Section 4.8 Adjustments of Security and Withdrawals 32 ARTICLE V. OVERSIGHTS; COOPERATION; REGULATORY MATTERS 34 Section 5.1 Oversights 34 Section 5.2 Cooperation 35 Section 5.3 Regulatory Matters 35 ARTICLE VI. DAC TAX 35 Section 6.1 Election 35 Section 6.2 Definitions 35 Section 6.3 Exchange of Information 35 Section 6.4 Effectiveness 36 Section 6.5 United States Tax Status Representation 36 Section 6.6 Breach of Representation 36 Section 6.7 DAC Tax Reimbursement 36
Licenses; Reserve Credit. (a) At all times during the term of this Agreement, the Reinsurer shall, at its own expense, use commercially reasonable efforts to hold and maintain all licenses and authorizations required under Applicable Law and shall otherwise take all actions that may be reasonably necessary (including the posting of letters of credit or other acceptable security, in each case, so long as such security is posted in a trust that complies with the requirements of Colorado Insurance Code 10-3-703 (and its successor provision) or the applicable corresponding credit for reinsurance laws and regulations of the Ceding Company Domiciliary State) (i) so that the Ceding Company may receive Reserve Credit and (ii) to perform its obligations hereunder. The Reinsurer shall promptly notify the Ceding Company of any loss of, or impairment to, any such license or authorization or, to the knowledge of the Reinsurer, any other condition that would be reasonably likely to result or has resulted in a loss of Reserve Credit. Furthermore, upon any loss of Reserve Credit, the Ceding Company and the Reinsurer shall cooperate in good faith to promptly amend this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Body to ensure the Ceding Company obtains Reserve Credit.
(b) Notwithstanding anything contained in this Section 4.1 to the contrary, in the event that (i) there is a repeal of or amendment or other modification to the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) that would authorize a Governmental Body in any jurisdiction of the United States where the Ceding Company is licensed to transact business to apply the applicable rules for credit for reinsurance in such jurisdiction to the Ceding Company, and (ii) the Ceding Company reasonably determines that it is obligated under Applicable Law to comply with such rules in order to receive statutory financial statement credit in any such jurisdiction, then Section 4.1(a) shall automatically be deemed to be amended without any action by the parties to require that the Reinsurer shall take all steps necessary so as to enable the Ceding Company to obtain full and complete statutory financial statement credit for the reinsurance provided by this Agreement in any such jurisdiction in addition to, and to ...
Licenses; Reserve Credit. (a) At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation in the Ceding Company Domiciliary State and (b) take all other actions, at the Reinsurer’s election (including as set forth below), so that the Ceding Company may receive Reserve Credit. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation in the Ceding Company Domiciliary State or other condition that would be reasonably likely to result or has resulted in any loss of, or impairment to, Reserve Credit. The Ceding Company shall reasonably cooperate with the Reinsurer in furtherance of the foregoing, including implementing any necessary amendments to this Agreement, restructuring the reinsurance provided hereunder and seeking any required regulatory approvals applicable to the Ceding Company. In addition, subject to the foregoing, the Ceding Company shall not take any actions that would reasonably be expected to undermine or otherwise prevent the Reinsurer from providing Reserve Credit in accordance with this Section 4.1.
(b) Notwithstanding the foregoing, upon the occurrence of a Reserve Credit Funding Event, the Reinsurer shall ensure that the Trust Account holds Eligible Assets in accordance with the terms of Section 4.2(b) with a
