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 - 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 Reinsurer shall (a) use its reasonable best efforts to (a) hold and maintain its license or - 19 - 1006844591v17 accreditation status in any Applicable Jurisdiction, the Ceding Company Domiciliary State and (b) subject to 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 hold and maintain all licenses and authorizations required under applicable Law to enable the Ceding Company to receive Reserve Creditsuch status, 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 necessary so as to permit the Ceding Company, conversion Company to reinsurance on a funds withheld or modified coinsurance basis), within fifteen obtain Reserve Credit no later than the third (153rd) days following the occurrence of such event or, if later, Business Day 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 Creditoccurred. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation status in any Applicable Jurisdiction the Ceding Company Domiciliary State or other condition conditions that would be reasonably likely to result or has have resulted in any loss of, or impairment to, Reserve Credit. FurthermoreIn addition, upon any loss of, or impairment to, Reserve Creditin furtherance of the performance of the Reinsurer’s obligations under this Section 5.1(a), the Ceding Company and the Reinsurer agree to cooperate 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 good faith the Ceding Company Domiciliary State. (b) Notwithstanding the provisions of Section 5.1(a), if, without the prior written consent of the Reinsurer, the Ceding Company has changed the Ceding Company Domiciliary State following the date hereof, the Reinsurer shall not be required to modify, amend or alter this Agreement or the Trust any other Transaction Agreement, or enter into other agreements any arrangements or execute additional documents, in each case, as reasonably needed otherwise take any steps that it would not otherwise be required to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity to ensure take had the Ceding Company obtains not changed the Ceding Company Domiciliary State if such steps would adversely affect the economic benefits the Reinsurer expects to derive from this Agreement and the other Transaction Agreements, and the transactions contemplated hereunder and thereunder, in more than a de minimis manner. (c) In the event that any Insurance Regulator takes a position with respect to the provision of Reserve CreditCredit that is unexpected by either Party, the Parties agree to reasonably cooperate with each other to attempt to minimize the impact of such position. In furtherance of the foregoing, the Ceding Company shall reasonably participate with the Reinsurer in discussions with such Insurance Regulator regarding such unexpected position and reasonably cooperate with the Reinsurer in any written submissions to such Insurance Regulator in connection therewith.

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 Reinsurer shall (a) use its reasonable best efforts to (a) hold and maintain its license or - 19 - 1006844591v17 accreditation status in any Applicable Jurisdiction, the Ceding Company Domiciliary State and (b) subject to 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 hold and maintain all licenses and authorizations required under applicable Law to enable the Ceding Company to receive Reserve Creditsuch status, the Reinsurer shall, subject to the last sentence of this Section 5.1, at its own expense, take any and 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 necessary so as to permit the Ceding Company, conversion Company to reinsurance on a funds withheld or modified coinsurance basis), within fifteen obtain Reserve Credit no later than the third (153rd) days following the occurrence of such event or, if later, Business Day 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 Creditoccurred. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation status in any Applicable Jurisdiction the Ceding Company Domiciliary State or other condition conditions that would be reasonably likely to result or has have resulted in any loss of, or impairment to, Reserve Credit. FurthermoreIn addition, upon any loss of, or impairment to, Reserve Creditin furtherance of the performance of the Reinsurer’s obligations under this Section 5.01(a), the Ceding Company and the Reinsurer agree to cooperate 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 good faith the Ceding Company Domiciliary State. (b) Notwithstanding the provisions of Section 5.01(a), if, without the prior written consent of the Reinsurer, the Ceding Company has changed the Ceding Company Domiciliary State to an Excluded State following the date hereof, the Reinsurer shall not be required to modify, amend or alter this Agreement or the Trust any other Transaction Agreement, or enter into other agreements any arrangements or execute additional documents, in each case, as reasonably needed otherwise take any steps that it would not otherwise be required to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity to ensure take had the Ceding Company obtains not changed the Ceding Company Domiciliary State to such Excluded State, and no Reserve CreditCredit Triggering Event shall be deemed to have occurred as a result thereof, if such steps would adversely affect the economic benefits the Reinsurer reasonably expects to derive from this Agreement and the other Transaction Agreements, and the transactions contemplated hereunder and thereunder, in more than a de minimis manner. (c) In the event that any Insurance Regulator takes a position with respect to the provision of Reserve Credit that is unexpected by either Party, the Parties agree to reasonably cooperate with each other to attempt to minimize the impact of such position. In furtherance of the foregoing, the Ceding Company shall reasonably participate with the Reinsurer in discussions with such Insurance Regulator regarding such unexpected position and reasonably cooperate with the Reinsurer in any written submissions to such Insurance Regulator in connection therewith. For the avoidance of doubt, nothing contained in this Section 5.01(c) shall release the Reinsurer from its obligations pursuant to Section 5.01(a) above.

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 - 19 - 1006844591v17 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.

Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to (a) hold and maintain its license or - 19 - 1006844591v17 accreditation in any Applicable Jurisdiction, the Ceding Company Domiciliary State and (b) subject if the Reinsurer fails to maintain its license or accreditation in the last sentence of this Section 5.1Ceding Company Domiciliary State, 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 Credit (including, at its the Reinsurer’s 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 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. FurthermoreShould any such event or change occur, the Reinsurer shall take all steps necessary so as to permit the Ceding Company to obtain Reserve Credit no later than the fifth (5th) Business Day prior to the end of the calendar quarter during which such event occurred. In addition, in furtherance of the performance of the Reinsurer’s obligations under this Section 6.1, 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, the Trust Agreement or the Trust Agreement, or enter into any other agreements Transaction Agreement or execute such additional documents, in each case, 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 continued Reserve Credit in the Ceding Company obtains Reserve CreditDomiciliary State. Notwithstanding anything contained in this Section 6.1 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 Entity in any jurisdiction of the United States where the Ceding Company is

Licenses; Reserve Credit. (a) At all times during the term of this Agreement, the Reinsurer shall shall, at its own expense, use its commercially 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 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, and shall otherwise take all steps actions that may be reasonably necessary (including, at its option, including the posting of letters of creditcredit or maintaining assets in a trust account, establishing a in each case, so long as such security complies with the requirements of New York Regulation 133 or New York Regulation 114, as applicable, (and its successor provision) or the applicable corresponding credit for reinsurance trust or other acceptable security in accordance with the terms hereof or, with the consent laws and regulations of the Ceding Company, conversion to reinsurance on a funds withheld or modified coinsurance basis), within fifteen Company Domiciliary State) (15i) 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 that the Ceding Company may receive Reserve Credit and (ii) to obtain Reserve Creditperform its obligations hereunder. The Reinsurer shall promptly notify the Ceding Company of any event loss of, or change in its licensing impairment to, any such license or accreditation in authorization or, to the knowledge of the Reinsurer, any Applicable Jurisdiction or other condition that would be reasonably likely to result or has resulted in any a loss of, or impairment to, of Reserve Credit. Furthermore, upon any loss of, or impairment to, of Reserve Credit, 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 other agreements or execute additional documents, in each case, documents as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity Body to ensure the Ceding Company obtains Reserve Credit. The Ceding Company shall promptly provide copies of any such amendments or documents to the DFS for review and the Parties will cooperate in good faith to revise any such amendments or documents as required by the DFS to restore 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 the same extent as, 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 (a) hold and maintain its license or - 19 - 1006844591v17 accreditation status in any Applicable Jurisdiction, the Ceding Company Domiciliary State and (b) subject to 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 hold and maintain all licenses and authorizations required under applicable Law to enable the Ceding Company to shall receive Reserve Credit, which action may include, without limitation, agreeing to reasonable amendments to this Agreement or the Reinsurer shall, subject Trust Agreement that are needed 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 comply with credit for reinsurance trust or other acceptable security Laws in accordance with the terms hereof or, with the consent of the Ceding Company, conversion Company Domiciliary State 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 enable 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 of which it is aware that would be reasonably likely to result or has resulted in any loss of, or impairment to, a Reserve CreditCredit Event. Furthermore, upon any loss of, or impairment to, Reserve Credit, Each of the Reinsurer and the Ceding Company and 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 agree agrees to cooperate in good faith to amend this Agreement or the Trust Agreementtake, or enter into other agreements or execute additional documentsall actions necessary, 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 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. (a) At all times during the term of this Agreement, the Reinsurer shall use its commercially reasonable best efforts to (ai) hold and maintain its license or - 19 - 1006844591v17 accreditation in any Applicable Jurisdictionthe Ceding Company Domiciliary State, 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 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, including amending this Agreement or the Trust Agreement or entering into other agreements or posting of letters of credit, establishing a credit for reinsurance trust or other acceptable security in accordance with the terms hereof or, or entering into a funds held arrangement with the consent Ceding Company or novating this Agreement to another reinsurer, which may be an Affiliate of the Reinsurer or a third party, subject to the Ceding Company’s consent, conversion not to reinsurance on a funds withheld or modified coinsurance basis)be unreasonably withheld, within fifteen as promptly as possible, not to exceed twenty (1520) 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, to the extent that actions taken pursuant to Section 4.2 and Section 4.7 do not result in full Reserve Credit on or prior to such date; provided, that, if such failure of the Reinsurer to hold and maintain all licenses and authorizations Required under Applicable Law to enable the Ceding Company to receive Reserve Credit is due to a Change in Applicable Law, then the Reinsurer shall use its commercially reasonable best efforts to enable the Ceding Company to obtain Reserve Credit, in accordance with this Section 4.1(a), and in such event, the Ceding Company and the Reinsurer shall share equally in any incremental costs of complying with such Change in Applicable Law. The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation in any Applicable Jurisdiction 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, or impairment to, Reserve Credit, the Ceding Company and the Reinsurer agree to shall cooperate in good faith to promptly amend this Agreement or the Trust Agreement, Agreement or enter into other agreements agreements, or post letters of credit, establish a credit for reinsurance trust or other acceptable security in accordance with the terms hereof, enter into a funds held arrangement with the Ceding Company, novate this Agreement to another reinsurer, which may be an Affiliate of the Reinsurer or a third party, subject to the Ceding Company’s consent, not to be unreasonably withheld, or execute additional documents, in each case, documents as reasonably needed to comply with the credit for reinsurance laws and regulations and/or the requirements of the applicable Governmental Entity Authority 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. 3173) that would authorize a Governmental Authority 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 (A) Section 4.1(a) hereof shall automatically be deemed to be amended without any action by the Parties to require that the Reinsurer shall comply with the provisions of Section 4.1(a) 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 the same extent as, the Ceding Company Domiciliary State and (B) the definition of Reserve Credit shall be amended to refer to all such jurisdictions; provided, however, that the Reinsurer shall not be required to modify, amend or alter this Agreement or any other Transaction Documents, or enter into any arrangements or otherwise take any steps that would materially adversely affect the economic benefits the Reinsurer expects to derive from this Agreement and the other Transaction Documents, and the transactions contemplated hereunder and thereunder.