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 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. (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 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. 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(a), the Ceding Company and the Reinsurer agree to amend this Agreement, the Trust Agreement or any other Transaction Agreement or execute such additional documents as may be 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 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 Section 5.1. Licenses; Reserve Credit 30 Section 5.2. Security 31 Section 5.3. Trust Account and Settlements 31 Section 5.4. Eligible Assets 31 Section 5.5. Deposit of Assets 32 Section 5.6. Modification Following Certain Events 32 Section 5.7. Withdrawal of Assets from the Trust Account 33 Section 5.8. Adjustment of Security and Withdrawals 34 Section 5.9. Continuation of a Triggering Event 39 ARTICLE VI. OVERSIGHTS; COOPERATION 39 Section 6.1. Oversights 39 Section 6.2. Cooperation 39 Section 6.3. Changes to RBC 39 ARTICLE VII. INSOLVENCY 40 Section 7.1. Insolvency of the Ceding Company 40 ARTICLE VIII. DURATION; RECAPTURE 40 Section 8.1. Duration 40 Section 8.2. Survival 41 Section 8.3. Recapture 41 Section 8.4. Recapture Payments 42 Section 8.5. Termination for Failure to Pay Amounts Due to Reinsurer 43 Section 8.6. Termination Payments 44 Section 8.7. Termination of Trust Account 45 ARTICLE IX. INDEMNIFICATION 45 Section 9.1. Reinsurer’s Obligation to Indemnify 45 Section 9.2. Ceding Company’s Obligation to Indemnify 45 Section 9.3. Applicability of Master Transaction Agreement 45 Section 9.4. Good Faith 46 ARTICLE X. TAXES 46 Section 10.1. Withholding 46 Section 10.2. DAC Tax Adjustment 46 ARTICLE XI. MISCELLANEOUS 47 Section 11.1. Expenses 47 Section 11.2. Notices 47 Section 11.3. Severability 48 Section 11.4. Entire Agreement 48 Section 11.5. Assignment 48 Section 11.6. No Third Party Beneficiaries 49 Section 11.7. Amendment 49 Section 11.8. Submission to Jurisdiction 49 Section 11.9. Governing Law 49 Section 11.10. Waiver of Jury Trial 49 Section 11.11. Specific Performance 49 Section 11.12. Waivers 50 Section 11.13. Rules of Construction 50 Section 11.14. Counterparts 51 Section 11.15. Treatment of Confidential Information 51 Section 11.16. Incontestability 52 INDEX OF SCHEDULES AND EXHIBITS Schedule A Expense Allowances Schedule B Investment Guidelines Schedule C Types of Reinsured Contracts Schedule D Seriatim File Schedule E-1 Schedule E-2 Required Balance Model and Calculation Methodologies Milliman CTE Model and Calculation Methodologies Schedule F-1 Schedule F-2 Reinsurer Sensitivity Grid Ceding Company Sensitivity Grid Schedule G-1 Schedule G-2 Schedule G-3 Risk Management Policy FMV Derivatives Report Daily Derivatives Report Schedule H Recapture Terminal Settlement Schedule I Termination Terminal Settlement Schedule J Separate Accounts Schedule K Fair Market Value Methodologies Schedule L Schedule M Schedule N Schedule O Sche...
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 status in the Ceding Company Domiciliary State and (b) take all other actions necessary so that the Ceding Company shall receive Reserve Credit, which action may include, without limitation, agreeing to reasonable amendments to this Agreement or the Trust Agreement that are needed to comply with credit for reinsurance Laws in the Ceding Company Domiciliary State to enable the Ceding Company to obtain Reserve Credit. The Reinsurer shall promptly notify the Ceding Company of any event or change or condition of which it is aware that would be reasonably likely to result in a Reserve Credit Event. Each of the Reinsurer and the Ceding Company shall provide written notice to the other Party of the occurrence of any Reserve Credit Event within two (2) Business Days after it becomes aware of such occurrence, which notice shall describe in reasonable detail the event or development of such notice. Upon receipt of such notice, the Reinsurer agrees to take, all actions necessary, and the Ceding Company agrees to assist and cooperate with the Reinsurer with respect to such efforts to the extent commercially reasonable, so that the Ceding Company is able 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, including establishing a qualified reinsurance trust or providing a letter of credit or other form of collateral permitted under the applicable Law of the Ceding Company Domiciliary State; provided that the Reinsurer shall have the sole discretion to elect among methods available to it in order to allow the Ceding Company to obtain such Reserve Credit; provided, further, that the Ceding Company’s rejection of a proposal to novate this Agreement to an Affiliate of the Reinsurer that is less creditworthy than the Reinsurer as of the Closing Date will be deemed commercially reasonable.
Licenses; Reserve Credit. ..25 Section 5.1. Licenses; Reserve Credit ..........................................................................25 ARTICLE VI.
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.
