Common use of Licenses; Reserve Credit Clause in Contracts

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 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. (a) At all times during the term of this Agreement, the Ceding Company shall hold and maintain all licenses and authorizations required under Applicable Law to perform its obligations hereunder and under the terms of the Reinsured Contracts. (b) At all times during the term of this Agreement, the Reinsurer shall use shall, at its reasonable best efforts to own cost and expense, (ai) hold and maintain its license or accreditation status in any Applicable Jurisdiction, the State of Arizona and (bii) 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 reasonably necessary (including, at its option, the including posting of letters of credit, establishing a credit for reinsurance trust or other acceptable security in accordance with the terms hereof orhereof) (A) so that, with the consent of subject to Section 5.1(c), the Ceding Company, conversion Company may receive Reserve Credit and (B) to reinsurance on a funds withheld or modified coinsurance basis), within fifteen (15) days following perform its obligations hereunder. The Reinsurer shall promptly notify the Ceding Company upon the occurrence of such event ora Reserve Credit Event. Upon the occurrence of a Reserve Credit Event, if laterthe 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 occursoccurred. In such event, as are necessary so as at the election of the Reinsurer upon notice to permit the Ceding Company Company, this Agreement and the Trust Agreement shall be modified as set forth in Schedule E to obtain Reserve Credit. The Reinsurer shall promptly notify provide a credit for reinsurance trust automatically and without the Ceding Company need for further action on the part of any other party to the Trust Agreement. In such 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 Creditand at the request of the Reinsurer, the Ceding Company and the Reinsurer agree to shall cooperate in good faith to promptly amend this Agreement or the Trust Agreement, or enter into execute such other agreements documents and papers, to include such additional or execute additional documents, in each case, as reasonably needed alternate provisions to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity extent necessary to ensure enable the Ceding Company obtains to receive Reserve Credit. (c) Notwithstanding the provisions of Section 5.1(a), if the Ceding Company changes its state of domicile following the date hereof to (i) a state in which the Reinsurer is not licensed at the time of such change in domicile, (ii) California or (iii) New York, the Reinsurer shall not be required to modify, amend or alter this Agreement or any other Transaction Agreement, or enter into any arrangements, increase the Required Balance or any other amounts required to be deposited or held pursuant to collateralization arrangement or otherwise take any steps that it would not otherwise be required to take had the Ceding Company not changed its state of domicile. (d) Following a termination and recapture pursuant to Section 9.3, the Reinsurer shall promptly execute and file such documents as are reasonably necessary to release its security interest in the assets supporting the reserves of the Reinsured Contracts held in the Separate Accounts pursuant to the terms of the Security Agreement.