Common use of Reinsurance Credit Clause in Contracts

Reinsurance Credit. The parties intend that the Ceding Company be able to obtain full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of this Agreement. The Reinsurer shall promptly notify the Ceding Company in writing of any event with respect to the Reinsurer that, if continuing as of the end of any financial statement period, would be reasonably likely to result in the Ceding Company being unable to take full statutory financial statement credit in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement. The Ceding Company shall promptly notify the Reinsurer in writing of the occurrence of any other event or circumstance that has caused or will cause the Ceding Company to no longer receive such credit for reinsurance in the Ceding Company Domiciliary State, which notice shall describe in reasonable detail the event or development requiring such notice. Upon the occurrence of any event that, if continuing as of the end of any financial statement period, would result in the Ceding Company being unable to take full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State (a “Reinsurance Credit Event”), the Reinsurer, at its own expense, shall, within (i) forty-five (45) calendar days following the occurrence of such Reinsurance Credit Event or (ii) if earlier, the end of the calendar quarter during which such Reinsurance Credit Event occurred, take all steps necessary to comply with all Applicable Laws so as to permit the Ceding Company to obtain full credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of this Agreement to the extent credit is not otherwise available under Applicable Law, including the postings of letters of credit, converting the Trust Account into a credit for reinsurance trust or providing other acceptable security in accordance with the terms hereof, it being understood that the Reinsurer shall have the sole discretion to elect among the methods available to it in order to maintain such credit for reinsurance in compliance with this Section 4.01. Furthermore, if, following a Reinsurance Credit Event, the Reinsurer chooses to convert the Trust Account into a credit for reinsurance trust, the Reinsurer and the Ceding Company agree to reasonably cooperate to amend this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as needed to comply with the credit for reinsurance laws and regulations and the requirements of the applicable Governmental Authorities in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement.

Reinsurance Credit. (a) The parties intend that the Ceding Company shall be able to fully recognize the reinsurance ceded hereunder in its statutory financial statements. If a Reinsurance Credit Event occurs, the Reinsurer shall use commercially reasonable efforts to novate this Agreement to another affiliated insurer with an RBC Ratio of not less than [REDACTED] (after taking into account the capital necessary for such transaction) that is licensed in the domiciliary state of the Company (provided that such domiciliary state is a jurisdiction with substantially similar requirements as the Company’s domiciliary state as of the Closing Date) and, if that cannot be accomplished with the use of commercially reasonable efforts, the Reinsurer shall enter into a statutory trust agreement, deliver letters of credit or provide any other form of security acceptable to the applicable Governmental Authorities of all jurisdictions to which the Company is subject, or take any other action, in each case, at the Reinsurer’s expense, the effect of which shall enable the Company to receive full statutory financial statement credit for reinsurance ceded to the Reinsurer under this Agreement. (b) The statutory trust agreement to be used pursuant to clause (a) shall be negotiated in good faith and mutually agreed to by the parties hereto and shall comply with all Applicable Laws relating to credit for reinsurance in the Company’s domiciliary state. If either party has reason to believe that a Reinsurance Credit Event may occur, such party shall immediately notify the other party and, no later than two (2) Business Days thereafter, the parties shall commence negotiation of such trust agreement. If the statutory trust agreement is to be used pursuant to the foregoing clause (a) to provide reinsurance credit, the statutory trust agreement shall be executed and delivered as soon as practicable, but in any event no later than is necessary to ensure the that the Company will at all times obtain credit for reinsurance. (c) It is understood and agreed that any term or condition required by Applicable Law to be included in this Agreement for the Company to receive full statutory financial statement credit for the reinsurance provided by this Agreement shall be deemed to be incorporated in the Ceding Company Domiciliary State throughout the entire term of this Agreement. The Reinsurer shall promptly notify the Ceding Company in writing of any event with respect to the Reinsurer that, if continuing as of the end of any financial statement period, would be reasonably likely to result in the Ceding Company being unable to take full statutory financial statement credit in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement. The Ceding Company shall promptly notify the Reinsurer in writing of the occurrence of any other event or circumstance that has caused or will cause the Ceding Company to no longer receive such credit for reinsurance in the Ceding Company Domiciliary State, which notice shall describe in reasonable detail the event or development requiring such notice. Upon the occurrence of any event that, if continuing as of the end of any financial statement period, would result in the Ceding Company being unable to take full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State (a “Reinsurance Credit Event”), the Reinsurer, at its own expense, shall, within (i) forty-five (45) calendar days following the occurrence of such Reinsurance Credit Event or (ii) if earlier, the end of the calendar quarter during which such Reinsurance Credit Event occurred, take all steps necessary to comply with all Applicable Laws so as to permit the Ceding Company to obtain full credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of this Agreement to the extent credit is not otherwise available under Applicable Law, including the postings of letters of credit, converting the Trust Account into a credit for reinsurance trust or providing other acceptable security in accordance with the terms hereof, it being understood that the Reinsurer shall have the sole discretion to elect among the methods available to it in order to maintain such credit for reinsurance in compliance with this Section 4.01reference. Furthermore, if, following a Reinsurance Credit Event, the Reinsurer chooses to convert the Trust Account into a credit for reinsurance trust, the Reinsurer and the Ceding Company agree to reasonably cooperate act in good faith to amend this Agreement and other documents to the extent necessary or appropriate for consistency with Applicable Law in order to provide the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as needed to comply Company with the credit for reinsurance laws and regulations and the requirements of the applicable Governmental Authorities in the Ceding Company Domiciliary State for the reinsurance provided by this Agreementsuch full statutory financial statement credit.

Reinsurance Credit. A. The parties intend reserves held by the REINSURER in its statutory financial statements will be greater than or equal to those required by the state where the statement is filed. It is the intention of both the REINSURER and the CEDING COMPANY that the Ceding Company be able to obtain full statutory financial statement CEDING COMPANY qualify for reinsurance reserve credit in the states in which the REINSURER is currently authorized for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of this Agreementceded hereunder. The Reinsurer shall promptly notify the Ceding Company in writing of any event with respect to the Reinsurer that, if continuing as of the end of any financial statement period, would be reasonably likely to result in the Ceding Company being unable to take full statutory financial statement credit in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement. The Ceding Company shall promptly notify the Reinsurer in writing of the occurrence of any other event or circumstance that has caused or will cause the Ceding Company to no longer receive such credit for reinsurance in the Ceding Company Domiciliary State, which notice shall describe in reasonable detail the event or development requiring such notice. Upon the occurrence of any event that, if continuing as of the end of any financial statement period, would result in the Ceding Company being unable to take full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State (a “Reinsurance Credit Event”), the ReinsurerREINSURER, at its own sole cost and expense, shall, within (i) forty-five (45) calendar days following the occurrence of such Reinsurance Credit Event or (ii) if earlier, the end of the calendar quarter during which such Reinsurance Credit Event occurred, take shall do all steps that is necessary to comply with all Applicable Laws so as the Insurance laws and regulations of the states in which the CEDING COMPANY is admitted, to permit enable the Ceding Company CEDING COMPANY to obtain full take reserve credit for the reinsurance provided by this Agreement ceded hereunder, including delivery of any reports required thereunder. B. In the event that the CEDING COMPANY is unable to qualify for reinsurance reserve credit solely because the REINSURER is not authorized in a State, the Ceding Company Domiciliary State throughout REINSURER shall, [redacted], take any necessary actions, at its sole cost and expense, to insure that the entire term CEDING COMPANY qualifies for reinsurance reserve credit as described in Paragraph A, above. [redacted] C. Notwithstanding any other provision of this Agreement Agreement, the CEDING COMPANY or any successor by operation of law of the CEDING COMPANY, including without limitation, any liquidator, rehabilitator, receiver or conservator of the CEDING COMPANY, may draw upon such letters of credit at any time (including, but not limited to the extent credit is not otherwise available under Applicable Law, including the postings receipt of notice of non-renewal of such letters of credit) for any one or more of the following purposes, converting such withdrawal to be applied without diminution because of the Trust Account into a credit insolvency of the REINSURER: 1. To reimburse the CEDING COMPANY for reinsurance trust or providing other acceptable security in accordance with the terms hereof, it being understood that the Reinsurer shall have the sole discretion to elect among the methods available to it in order to maintain such credit for reinsurance in compliance with this Section 4.01. Furthermore, if, following a Reinsurance Credit Event, the Reinsurer chooses to convert the Trust Account into a credit for reinsurance trust, the Reinsurer and the Ceding Company agree to reasonably cooperate to amend REINSURER's share under this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as needed of premiums returned to comply with the credit for reinsurance laws and regulations and the requirements owners of the applicable Governmental Authorities in the Ceding Company Domiciliary State for the reinsurance provided by policies due to cancellations of policies reinsured under this Agreement. 2. To reimburse the CEDING COMPANY for the REINSURER's share under this Agreement of benefits or losses paid by the CEDING COMPANY under policies reinsured under this Agreement. 3. To pay any other amounts which the CEDING COMPANY claims as due under this Agreement. The CEDING COMPANY agrees to return to the REINSURER any amounts drawn down on such letters of credit which are in excess of the actual amounts required for 1 or 2, or in the case of 3 above, any amounts that are subsequently determined not to be due.

Reinsurance Credit. The parties intend that (a) At all times during the Ceding Company be able to obtain full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of this Agreement. The , the Reinsurer shall promptly notify use its commercially reasonable efforts to maintain its current license or accreditation status in the Ceding Company in writing Company’s state of any event with respect domicile and, subject to the Reinsurer thatlast sentence of this Section 9.1(a), shall otherwise take all actions that are reasonably necessary (including providing any combination of Eligible Collateral or taking the alternative courses of action described in this Section 9.1(a), if continuing as of required) to ensure that the end of any financial statement period, would Company shall be reasonably likely able to result in fully recognize the Ceding Company being unable to take full reinsurance ceded hereunder on its statutory financial statement credit in the Ceding Company Domiciliary State for the reinsurance provided by this Agreementstatements. The Ceding Company shall promptly notify If a Reinsurance Credit Event occurs, the Reinsurer in writing of the occurrence of any other event or circumstance that has caused or will cause the Ceding Company to no longer receive such credit for reinsurance in the Ceding Company Domiciliary State, which notice shall describe in reasonable detail the event or development requiring such notice. Upon the occurrence of any event that, if continuing as of the end of any financial statement period, would result in the Ceding Company being unable to take full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State (a “Reinsurance Credit Event”), the Reinsurerelect, at its own expense, shall, within by the later to occur of (i) forty-five thirty (4530) calendar days following the occurrence of such Reinsurance Credit Event event or (ii) if earlier, the end last day of the calendar quarter during in which such Reinsurance Credit Event occurredevent occurs or notice is provided in respect of such event pursuant to clause (c) below (the “Cure Deadline”), take all steps necessary to comply with all Applicable Laws so as provide Eligible Collateral to permit the Ceding Company to obtain full credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State throughout the entire term of Company, novate its rights and obligations under this Agreement to a third party (subject to the extent credit is consent of the Company, which consent shall not otherwise available under be unreasonably withheld or delayed), take any other action acceptable to the insurance regulatory authority in the Company’s state of domicile (subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed), or provide a combination of any of the foregoing, in each case, in a manner that meets the Applicable Law, including the postings of letters of credit, converting the Trust Account into a Laws regarding credit for reinsurance trust or providing other acceptable security in accordance with to allow the terms hereof, it being understood Company to take Reserve Credit. The Parties understand and agree that the Reinsurer shall have the be entitled at its sole discretion option to elect among the methods available for providing the Reserve Credit, provided, that if the Reinsurer elects to it use a reinsurance trust agreement in order to maintain provide some or all of the Reserve Credit, the Reinsurer shall do so in accordance with Section 9.1(b) below. If the Company fails to receive Reserve Credit due to an event other than a Reinsurance Credit Event, the Parties shall work together in good faith to remedy such credit for failure. (b) In the event that (i) the Reinsurer elects under Section 9.1(a) to provide some or all of such Reserve Credit by entering into a reinsurance in compliance with this Section 4.01. Furthermore, if, trust agreement or (ii) following a Reinsurance Credit Event, the Reinsurer chooses fails to convert provide Reserve Credit by the Cure Deadline (each, a “Reinsurance Credit Trust Triggering Event”), the Trust Account into Agreement shall be automatically converted to a credit for reinsurance trust agreement in the form attached as Schedule P to the Trust Agreement (the “Reinsurance Credit Trust Agreement”) to enable the Company to receive the relevant portion of Reserve Credit with respect to the portion of Eligible Trust Account Assets in the Trust Account that comply with all of the requirements under the insurance laws of the Company’s state of domicile for obtaining statutory financial statement credit for reinsurance in a reserve credit trust (including any Letters of Credit) or are otherwise deemed acceptable by the insurance regulatory authority in the Company’s state of domicile for providing such statutory financial statement credit in any reserve credit trust. In addition, the Reinsurer and Company shall cooperate with each other to enable the Ceding Company to withdraw other assets then in the Trust Account and hold such other assets as funds withheld or otherwise in order to provide the Company with the relevant portion of Reserve Credit with respect to such other assets. The Parties acknowledge that, if the aggregate amount of Eligible Collateral provided by the Reinsurer is otherwise sufficient to provide the Company with Reserve Credit, (x) compliance with this Section 9.1 shall not involve a transfer of assets into the Trust Account or between trust accounts, (y) the assets in the Trust Account shall be the assets in the reinsurance trust or the assets held as funds withheld or otherwise on the date such reinsurance trust or funds withheld or other arrangement is established pursuant to this Section 9.1, and (z) such assets shall continue to be applied to any collateral requirements that the Reinsurer is required to provide to the Company unless the Reinsurer uses other means to provide Reserve Credit (e.g., obtaining required licenses and authorizations, providing other acceptable security to the Company, etc.). The Company will hold assets withdrawn from the Trust Account pursuant to this Agreement in a segregated funds withheld account in accordance with the Investment Guidelines and such other terms mutually agreed in good faith by the Parties, provided, that the Company may liquidate such funds withheld assets to pay any amounts due under this Agreement. (c) If either party has reason to believe that a Reinsurance Credit Event is reasonably likely to occur, such party shall promptly notify the other party of such event. It is understood and agreed that during the continuation of a Reinsurance Credit Event the Reinsurer and the Company agree to reasonably cooperate act in good faith to amend this Agreement and other documents to the extent necessary or appropriate for consistency with Applicable Law in order to provide the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as needed to comply Company with the credit for reinsurance laws and regulations and relevant portion of Reserve Credit as described in this Section 9.1; provided that any such term or condition is not inconsistent with the requirements terms of the applicable Governmental Authorities in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement.

Reinsurance Credit. The parties intend that the each Ceding Company be able to obtain full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State its current jurisdiction of domicile throughout the entire term of this Agreement. The Reinsurer shall promptly notify the Ceding Company in writing of any event with respect to the Reinsurer that, if continuing as of the end of any financial statement period, would be reasonably likely to result in the Ceding Company being unable to take full statutory financial statement credit in the Ceding Company Domiciliary State for the reinsurance provided by this Agreement. The Ceding Company shall promptly notify the Reinsurer in writing of the occurrence of any other event or circumstance that has caused or will cause the Ceding Company to no longer receive such credit for reinsurance in the Ceding Company Domiciliary State, which notice shall describe in reasonable detail the event or development requiring such notice. Upon the occurrence of any event that, if continuing as of the end of any financial statement period, would be reasonably likely to result in the a Ceding Company being unable to take full statutory financial statement credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State (a “Reinsurance Credit Event”)its current state of domicile, the Reinsurer, at its own expense, shall, within thirty (i30) forty-five (45) calendar days following the occurrence of such Reinsurance Credit Event or (ii) event or, if earlier, prior to the end of the calendar quarter during which such Reinsurance Credit Event occurredevent occurs, take all steps necessary to comply with all Applicable applicable Laws so as to permit the such Ceding Company to obtain full credit for the reinsurance provided by this Agreement in the Ceding Company Domiciliary State its current state of domicile throughout the entire term of this Agreement to the extent credit is not otherwise available under Applicable applicable Law, including the postings of letters of credit, converting the Trust Account into a . It is understood and agreed that any term or condition required by such applicable Law to be included in this Agreement for each Ceding Company to receive full statutory financial statement credit for the reinsurance trust or providing other acceptable security provided by this Agreement shall be deemed to be incorporated in accordance with the terms hereof, it being understood that the Reinsurer shall have the sole discretion to elect among the methods available to it in order to maintain such credit for reinsurance in compliance with this Section 4.01Agreement by reference. Furthermore, if, following a Reinsurance Credit Event, the Reinsurer chooses to convert the Trust Account into a credit for reinsurance trust, the Reinsurer and the Ceding Company Companies agree to reasonably cooperate to amend this Agreement or the Trust Agreement, or enter into other agreements or execute additional documents, in each case, as needed to comply with the credit for reinsurance laws and regulations and the requirements of the applicable Governmental Authorities Bodies in the current states of domicile of the Ceding Companies. Notwithstanding the foregoing, the Reinsurer shall have the option of determining the method of funding provided it is acceptable to the applicable Governmental Bodies. Notwithstanding the foregoing, the Reinsurer shall not be required to take any such actions pursuant to this Section 9.01 if after taking such actions, the applicable Ceding Company Domiciliary State for would nevertheless be unable to obtain statutory financial statement credit in respect thereof; provided, further, that nothing in this Section 9.01 shall be construed to require the reinsurance provided Reinsurer to consent to or accept any expansion in the scope of the Reinsured Liabilities assumed by the Reinsurer under this Agreement.