Common use of Additional Consideration Clause in Contracts

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts (items (i) through (v) below, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers Reinsurer shall be entitled to the Reinsurer as premium hereunder Quota Share of (a) with respect to the Assumed Reinsured Contracts, all of its rightsamounts collected by the Ceding Company under the Assumed Retrocession Agreements and (b) with respect to all other Reinsured Contracts, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts (items (i) through (v) below, collectively, the “RecoveriesAdditional Consideration”): (ia) Premiums; (iib) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iiii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads loads, surrender charges and other considerations billed separately for the LBL Reinsured Contracts collected or collectible by the Ceding Company, and any other charges, fees fees, and similar amounts received or receivable by the Ceding Company from the Separate Accounts with respect to the Reinsured Contracts, and (ii) all other amounts that are transferrable between the Separate Accounts and the general account of the Ceding Company in respect of the LBL Contracts Reinsured Contracts; and (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any c) (i) all revenue sharing fees, service fees, distribution fees and distribution fees other amounts received or receivable by the Ceding Company from or in respect of Funds any mutual fund organization’s mutual funds as funding vehicles to the extent attributable to the Reinsured Contracts, including amounts received pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; , and (ivii) all other amounts that are transferrable from received by the Separate Accounts to the general account of the Ceding Company in respect of the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or Reinsured Contracts (other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company than with respect to such Recoveries. If necessary for such collectionCeding Company Extra-Contractual Obligations) (amounts in clauses (i) and (ii), collectively, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto“Separate Account Charges”).

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers Reinsurer shall be entitled to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all Quota Share of the following amounts actually received or receivable at or after except, in the Inception Date by case of the Company or the Reinsureramounts described in paragraphs (a), whether in its role as reinsurer hereunder or as Administrator(b) and (c) of this Section 3.2, with respect to the LBL Contracts extent such amounts directly arise from an Excluded Liability (items (i) through (v) below, collectively, the “RecoveriesAdditional Consideration”): (i) PremiumsPremiums received at or after the Effective Time by the Ceding Company; (iij) (i) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iiix) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the CompanyReinsured Contracts, and any other charges, fees fees, and similar amounts from the Separate Accounts received or receivable by the Ceding Company with respect to the Reinsured Contracts (the “M&E Fees”), (y) 12b-1 Fees; provided that the Variable Distribution Fee used in calculating the 12b-1 Fees payable to the Reinsurer under clause (i)(y) of this Section 3.2(b) shall in no event exceed [***]%; and (z) all revenue sharing fees, service fees, distribution fees and other amounts, in each case excluding 12b-1 Fees payable under clause (i)(y) of this Section 3.2(b) but including 12b-1 Fees for which the Variable Distribution Fee used in calculating the 12b-1 Fees payable to the Reinsurer hereunder exceeds [***]% to the extent of such excess, from the Separate Accounts or in respect of any mutual fund organization’s mutual funds as funding vehicles to the LBL extent attributable to the Reinsured Contracts received or receivable by the Ceding Company or any of its Affiliates other than (1) the administrative fees set forth on Schedule F-3, which are currently being paid to Equitable Investment Management LLC (“EIM”) (the “EIM Administrative Fee”), and (2) the sub-advisory fees and other expenses consistent with the calculation of the “Spread” column set forth on Schedule F-2 (all fees payable under clause (i)(z) of this Section 3.2(b), “Revenue Sharing Fees”), and (ii) all other amounts received or receivable at or after the Effective Time by the Ceding Company with respect to the Reinsured Contracts (other than with respect to the amounts described in clause (i) of this Section 3.2(b)) (collectively, the “Separate Account Charges”). For the avoidance , in each case of doubt(i) and (ii), the excluding Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant accrued prior to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended;Effective Time; 1007933761v22 (ivk) Without duplication of amounts described in paragraphs (a) or (b) of this Section 3.2, and excluding Separate Account Charges accrued prior to the Effective Time, all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the LBL ContractsReinsured Contracts at or after the Effective Time; and (vl) without duplication, all other payments, collections, releases Without duplication of funds, recoveries and other considerations or payments with respect the same amounts paid to the LBL ContractsReinsurer pursuant to this Agreement or any other Transaction Agreement, including all premiums, payments, reimbursements, interest or other amounts that an amount equal to the Company receives amount of any increases in Account Value and any increases in Separate Account Value in each case in connection with the matter set forth on Section 9.04(a) of the Ceding Company Disclosure Schedule, provided that any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreementsuch increase in the Separate Account Value shall be deposited by the Ceding Company directly into the applicable Separate Accounts. (bm) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by For the Reinsurer to effectuate such transfer to avoidance of doubt, the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts fees set forth on Schedule F-3 shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries not be included in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name calculation of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating theretoRevenue Sharing Fees.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Ceding Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its the Ceding Company’s rights, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts Reinsured Policies that are either due and unpaid as of the Effective Time (items only to the extent the amount receivable is reflected as an asset on the Initial Reinsurance Settlement Statement, and without duplication of any such amounts otherwise paid to the Reinsurer) or that arise on any date after the Effective Time (i) through (v) below, collectively, the “RecoveriesAdditional Consideration”): (i) Premiums; (ii) Without duplication, all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (charges and fees, including all recoveriesdaily asset charges, returnsper participant fees, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all marketing fees, 12b-1 fees, management fees, record- 1006844591v17 keeping fees, stable value wrap fees, policy loan fees, mortality and expense risk charges, administrative expense charges, administrative service fees, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately separately, and amounts for the LBL Contracts collected or collectible by the Company, and pre- tax amount of any expense reimbursement (other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the than “Separate Account Chargessoft dollars”). For , indemnification, revenue-sharing or other payments made to the avoidance Ceding Company or its Affiliates by any mutual fund organization, bank or other third party attributable to the use of doubt, such organization’s investment funds as funding vehicles to the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant extent related to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amendedReinsured Policies; (iviii) Without duplication, all amounts that are transferrable transferable from the Separate Accounts to the general account of the Ceding Company in respect of the LBL Contracts; and Reinsured Policies (v) without duplicationincluding all investment management fees related to investments held in the Separate Accounts), all other payments, collections, fees, credits, releases of funds, recoveries and other considerations or payments with respect funds to the LBL ContractsCeding Company from any Separate Accounts established by the Ceding Company and recoveries relating to the Policy Liabilities or the Reinsured Policies, including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives or is entitled to receive after the Effective Time in connection with any reinstatement or reissuance of an LBL Contract a Reinsured Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement; and (iv) Without duplication, any investment income relating to the foregoing items. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by For as long as the Administrative Services Agreement remains in effect, the Reinsurer shall have the right in accordance with the terms thereof to effectuate collect all Additional Consideration. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Additional Consideration from any payor thereof (other than the Ceding Company or any of its Affiliates). To the extent that the Ceding Company recovers any Additional Consideration from any third party attributable to the Reinsured Policies, the Ceding Company shall promptly transfer such transfer amounts to the Reinsurer, together with any pertinent information that the Ceding Company may have relating thereto. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Ceding Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Ceding Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer intends to, and its agrees that the Reinsurer is permitted assigns and delegatees are entitled to, assign to enforce, in the name an Affiliate of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at Reinsurer the Reinsurer’s expenserights, title and interest in any litigation non-insurance Additional Consideration, provided that such assignment shall terminate automatically upon any recapture effectuated hereunder. (d) The Parties intend the Ceding Company’s assignment pursuant to Section 4.3(a) to be a present assignment of all of the Ceding Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a 1006844591v17 present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Ceding Company does hereby grant to the Reinsurer a security interest in all of the Ceding Company’s right, title and interest (legal, equitable or otherwise), if any, to all Additional Consideration (and any bank account, lockbox or other dispute resolution mechanism relating account set up for the receipt of Additional Consideration after the Effective Time) (the “Collateral”) to secure the Ceding Company’s obligations under this Agreement. All costs and expenses incurred in connection with obtaining a first priority perfected security interest shall be borne by the Reinsurer. (e) The Ceding Company shall execute and deliver and the Reinsurer is authorized to execute and deliver any and all financing statements reasonably requested by the Reinsurer in order to perfect the Reinsurer’s title and security interest under Article 9 of the UCC to any and all Collateral, and the Ceding Company shall do such collectionfurther acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first perfected security interest. The Parties acknowledge All out-of-pocket costs and agree that expenses (including reasonable attorney’s fees) incurred in connection with making any such filings or any other action in connection therewith requested by the Reinsurer shall be responsible for and has hereby assumed borne by the financial risk Reinsurer. (f) Upon the failure of the Ceding Company to remit any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts Additional Consideration to the Reinsurer, together which failure is not caused by the Reinsurer and remains uncured ten (10) days after written notice thereof is received by the Ceding Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under applicable Law, the following rights: (i) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of New York or any other applicable jurisdiction (the “UCC”), as though all the Collateral constituted property subject to a security interest under Article 9 thereof; (ii) the right to set-off; (iii) without giving rise to any right of double recovery under this Section 4.3 and Section 9.2, the right to reasonable attorney’s fees incurred in connection with the enforcement of this Agreement or in connection with the disposition of the Collateral; and (iv) the right to dispose of the Collateral in accordance with the UCC and in a commercially reasonable manner. (g) This Sections 4.3 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement and the express intent of the Parties, the Ceding Company retained ownership of or any pertinent information rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that the Company may have relating theretothis Section 4.3 be interpreted as such.

Additional Consideration. (a) As an additional consideration for material inducement to the Reinsurer entering Sellers to enter into this Agreement, as Buyer covenants and agrees that if (i) an SPV Purchaser or its affiliates enters into a definitive agreement within six (6) months after the Closing Date hereunder to sell any of the Inception Properties or its respective interests in any of the Properties and does thereafter sell, convey or transfer said Property or its interest in said Property in accordance with the terms of said definitive agreement (whether or not the closing of such subsequent sale occurs within said six (6) months after the Closing Date), or (ii) if an SPV Purchaser or its affiliates otherwise sells and closes on the conveyance of a Property or other transfer of its interest in and to a Property within six (6) months after the Closing Date, the Company hereby irrevocably sellsthen, assignsin either such event, transfers and delivers such SPV Purchaser or its affiliates will promptly pay to the Reinsurer Paying Agent following receipt of the Net Proceeds (as premium hereunder all hereinafter defined) and completion of its rightsthe process specified in Section 6(d) or (e), title and interest in one hundred as applicable, an amount equal to eighty-five percent (10085%) of all the positive difference, if any, between (a) the Total Cost paid to Seller hereunder for the purchase of such Property or interest therein by such SPV Purchaser [“Total Cost” shall mean the sum of the following amounts actually received Purchase Price allocated thereto per Exhibit “B” attached hereto, less the Assumable Loan, if any, applicable to said Property and outstanding on the Closing Date and less all third party costs and legal fees incurred by such SPV Purchaser in connection with such purchase (including the portion of the costs and expenses to close the purchase of the Property, or receivable at or after the Inception Date interests therein, by the Company applicable SPV Purchaser reasonably allocated by the Buyer to such Property)] and (b) the Net Proceeds received by such SPV Purchaser from the sale and closing of such Property or the Reinsurerinterest therein (for purposes hereof, whether in its role as reinsurer hereunder or as Administrator, with respect Net Proceeds will be equal to the LBL Contracts (items purchase price paid to Buyer or SPV Purchaser or its affiliates for such Property or interest therein, less (i) through (vany loan(s) belowassumed by said purchaser of the Property, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected third party costs and legal fees incurred by Buyer to close such sale (but excluding any fees paid or collectable under the Ceded Reinsurance Contracts payable to Buyer in respect of such sale), (iii) the LBL Contracts cost for any improvements made to the Property during Buyer’s ownership and (including all recoveriesiv) the cost of any prepayment premium or to purchase any defeasance collateral). Sellers hereby acknowledge that Buyers shall have sole and unlimited discretion to determine the purchase price and terms and provisions relating to sale, returnsof any of the Properties or interest of Sellers therein and shall have no obligation to market or sell any Property). Notwithstanding the foregoing, amounts the amount retained by the Buyer or its affiliates as a fee, incentive or similar payment or benefit in respect of profit sharing and all other sums such sale, shall not exceed the fee that would have been payable to which the Company may be entitled CAM under the Ceded Reinsurance Contracts in respect Acquisition Services Agreement (as hereinafter defined) by CPA: 12 had CPA: 12 sold the applicable Property directly to the third party buyer as of immediately prior to the termination of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Acquisition Services Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sellshereby, assignstransfers, transfers conveys, assigns and delivers to the Reinsurer as premium hereunder all of its rights, title free and interest in one hundred percent (100%) clear of all claims, liens, interests or encumbrances other than Permitted Encumbrances, the following items received by or on behalf of the following amounts actually received or receivable at or Company after the Inception Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, Closing with respect to the LBL Contracts (items (iPolicies and Post-Closing Policies except to the extent such amounts are necessary to pay the Company's obligations for Net Retained Liability under Restricted Third Party Reinsurance Agreements and Unassigned Third Party Reinsurance Agreements; provided, however, that the Company shall assign to the Reinsurer, Premiums, Premiums Receivables, Policy Loan Receivables and Reinsurance Recoverables with respect to Unassigned Third Party Reinsurance Agreements and Restricted Third Party Reinsurance Agreements only for the purpose of performing the Administrative Services set forth in Section 5.3(l) through (v) below, collectively, the “Recoveries”):hereof: (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts)Premiums Receivable; (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amendedPolicy Loan Receivables; (iv) all amounts that are transferrable from the Reinsurance Recoverables; (v) Agents Debit Balances; (vi) Separate Accounts to the general account of the Company in respect of the LBL ContractsAccount Revenues; and (vvii) without duplication, all other paymentsfees, collectionscharges and amounts, releases including, without limitation, payments of funds, recoveries policy loan principal and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreementinterest. (b) The Company agrees to execute and record all additional documents deliver to the Reinsurer any further instruments or assurances that the Reinsurer may reasonably request for more effectual vesting of the Reinsurer's right, title and take all other steps interest in the items set forth in Section 3.2(a) above with the exception of Premiums for Policies and Post-Closing Policies covered by the Separate Accounts. Such action shall include, without limitation, the Company's execution and delivery of any financing statements reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount extent that it may appear appropriate to the Reinsurer hereunderto file such financing statements under Article 9 of the Uniform Commercial Code. However, (i) upon the expiration of the duration of this Agreement as set forth in Section 12.1 hereof, (ii) upon the occurrence of a Recapture Event, or (iii) in the event that it shall be determined in accordance with Article IX hereof that the Company is entitled to retain or receive the benefits of, or that the Reinsurer is not otherwise entitled to, the foregoing items set forth in Section 3.2(a) or any portion thereof, then the Reinsurer shall, at its expense and upon the request of the Company, execute and deliver to the Company any instruments or assurances that the Company may reasonably request to evidence the Company's right, title and interest in any such items or portion thereof. Such action shall include, without limitation, the Reinsurer's execution and delivery to the Company of any proper instrument or instruments reasonably requested by the Company to the extent that it may appear appropriate to the Company (including Uniform Commercial Code termination statements) to evidence the foregoing. (c) The Company hereby will promptly endorse and pursuant remit to the Administrative Services Agreement appoints Reinsurer any Premiums, loan repayments and other amounts under the Reinsurer as its agent to collect all Recoveries in Policies or Post Closing Policies received by the Company’s nameCompany on or after the Closing Date. The Company agrees and acknowledges that shall treat any such amounts as the property of the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in be held for the name sole benefit of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Closing Date, the Reinsurer shall be entitled to, and the Ceding Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer Reinsurer, as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts (i) Premiums actually received or receivable at or after the Inception applicable Original Effective Time by or on behalf of the Ceding Company with respect to the Reinsured Policies; (ii) without duplication, recoveries of the types listed below in clause (iii) that are reflected on the Final Balance Sheet as due from the Ceding Company to the Reinsurer under the Original Reinsurance Agreements and (iii) without duplication, the following recoveries received or receivable at or after the Closing Date by or on behalf of the Ceding Company with respect to the Reinsured Policies: (A) recoveries of assessments and similar charges paid at or after the Closing Date with respect to the Reinsured Policies in connection with participation by the Ceding Company or the Reinsurer, whether voluntary or involuntary, in its role as reinsurer hereunder any guaranty association established or as Administratorgoverned by any state or other jurisdiction, with respect to the LBL Contracts arising on account of insolvencies, rehabilitation or similar proceedings; (items (iB) through (v) below, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returnsincluding litigation recoveries, amounts in respect of profit sharing relating to Reinsured Liabilities paid at or after the Closing Date; and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (vC) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect funds to the LBL ContractsCeding Company and recoveries relating to the Reinsured Liabilities paid at or after the Closing Date, including all premiums, payments, reimbursements, accounts receivables, prepaid expenses, prepaid commissions and interest or other amounts that the Ceding Company receives in connection with any reinstatement or reissuance of an LBL Contract a Reinsured Policy or any conversion, exchange or replacement policy that is reinsured under this AgreementAgreement (the “Recoveries”). (b) The Reinsurer and its permitted assigns and delegates shall have the right in accordance with the terms hereof to collect all Recoveries and to enforce, in the name of the Ceding Company, all rights at law or in equity or good faith claims of the Ceding Company with respect to such Recoveries. The Ceding Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by , including reasonably cooperating with the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection if necessary for such collection. Direct receipt by the Reinsurer or any of its Affiliates of any Recoveries shall satisfy the Ceding Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception DateEffective Time, the Ceding Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Reinsured Contracts (items (i) through though (vvi) below, collectively, the “Recoveries”): (i) Premiums; (ii) all Interest, principal and other payments under contract loans; (iii) All amounts actually collected or collectable under the Ceded Reinsurance Contracts (or in accordance with any trust or other agreement or instrument providing security for the Ceding Company with respect to such Ceded Reinsurance Contracts) in respect of the LBL Reinsured Contracts based on the Reinsured Risks paid or payable by the Reinsurer (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Ceding Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Reinsured Contracts); (iiiiv) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amendedAll ModCo Distribution Amounts; (ivv) all All rights of the Ceding Company to (A) other amounts that are transferrable from recoverable under reinsurance contracts and (B) healthcare and other amounts receivable, each as accrued as of the Separate Accounts Effective Time as set forth in the Final Closing Statement under “Reinsurance items to be Transferred” as to the general account of the Company in respect of the LBL ContractsCeding Company; and (vvi) without Without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Reinsured Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives or is entitled to receive after the Effective Time in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreementa Reinsured Contract. (b) The Ceding Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts Recoveries shall satisfy the Ceding Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant Pursuant to the Administrative Services Agreement appoints Agreement, the Reinsurer as its agent shall have the right in accordance with the terms thereof to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. (d) The Parties intend the Ceding Company’s assignment pursuant to Section 3.2(a) to be a present assignment of all of the Ceding Company’s rights, title and interest in the Recoveries and not an assignment as collateral. To the extent that the Ceding Company receives or recovers any Recoveries or other amounts from any third party attributable to the LBL Reinsured Contracts, the Ceding Company shall promptly hold such amounts in trust for the benefit of the Reinsurer and shall immediately transfer and deliver such amounts to the Reinsurer, together with any endorsements required to effect the transfer and any pertinent information that the Ceding Company may have relating thereto. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any checks, drafts, money orders and other instruments pertaining to the Recoveries and other amounts that are payable to, or to the order of, the Ceding Company and received by the Reinsurer under this Agreement, whether they are delivered to the Bank Accounts or otherwise transferred and delivered by the Ceding Company to the Reinsurer. (e) Upon any recapture of the reinsurance ceded under this Agreement, (i) the Recoveries shall be automatically re-assigned to the Ceding Company, without the need for any action on the part of the Parties and (ii) the Ceding Company shall have the right to direct the Specified Trustees to distribute future ModCo Distribution Amounts to the Ceding Company.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this AgreementShares, as of Purchaser agrees to pay, perform and cause the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers following: (a) Purchaser shall acquire and/or cause Greystone Business Credit to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent acquire from M & I Xxxxxxxx & Ilsley Bank (100%“M&I Bank”) of all of the following amounts actually received or receivable at or after the Inception Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts (items (i) through (v) below, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible indebtedness owed by the Company’s subsidiaries, Crescent Oil Company, Inc. and Crescent Stores, Inc. (save and except a certain equipment lease due M & I Equipment Finance which shall remain due and owing and any other charges, fees indebtedness as mutually agreed between the Purchaser and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”M&I). For Purchaser may acquire such indebtedness from M&I Bank after the avoidance Closing; provided the Purchaser has reached an agreement in principle with M&I to purchase the indebtedness from M&I. and all suits, claims and causes of doubtaction whatsoever in favor of said Bank arising from, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect any way relating to such indebtedness, shall be deemed as of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under closing released and discharged as against Sellers and as against the Investment Company Act of 1940officers, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account directors, stockholders and employees of the Company in respect and its subsidiaries. If such indebtedness is acquired by Greystone Business Credit, Purchaser shall cause Greystone to issue written confirmation of the LBL Contracts; and (v) without duplicationrelease and discharge of the obligations set forth herein. The foregoing notwithstanding, all other paymentsPurchaser may arrange interim or bridge financing through M&I Bank, collectionspartial or complete, releases of funds, recoveries so long as such financing results in release and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreementdischarge as herein provided. (b) The Purchaser, the Company, and each subsidiary of the Company, shall be deemed at Closing to have released and discharged Sellers in their capacity as directors, officers, and stockholders of the Company agrees and its subsidiaries as to execute any and record all additional documents suits, claims and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, causes of action whatsoever arising from or any way relating to Sellers’ prior service in those offices and capacities. Such release shall extend to and benefit the trustees of its Affiliates of any such amounts shall satisfy the Company’s obligations those Sellers which are trusts (specifically to transfer any such amount to the Reinsurer hereunderinclude Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxx X. Xxxxx). (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims corporate indemnification policies of the Company and the subsidiaries as set forth in the Articles of Incorporation and/or Operating Agreements and Bylaws shall remain in full force and effect with respect to matters arising or relating to periods of time preceding the Closing for the benefit of Sellers (and their trustees) in their former capacity as officers, directors and stockholders. (d) The Company has disclosed to Purchaser the existence of certain related party transactions or relationships, including certain loans and payables due Sellers, purchases, sales and leases of real estate and other property between Sellers and the Company or its subsidiaries, and compensation and benefits paid. Purchaser, the Company and each subsidiary of the Company shall be deemed at Closing to have released and discharged Sellers (and their trustees) from any and all suits, claims and causes of action relating to any and all such loans, payables, purchases, sales, leases, compensation and benefits, including any claims based upon conflict of interest or voidable contract based upon fiduciary relationship. The continuing obligations of Purchaser, the Company and its subsidiaries with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer related party transactions shall be responsible for as set forth in Section 2.3 with respect to loans and has hereby assumed the financial risk payables and in Section 2.4 with respect to sales, purchases and leases of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating theretoreal estate and other property.

Additional Consideration. (a) As additional ongoing consideration for the Reinsurer entering into this Agreement, as of the Inception Datereinsurance provided hereunder, the Company hereby irrevocably sells, assigns, transfers and delivers Reinsurer shall be entitled to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts actually received by or receivable at on behalf of a Ceding Company (including by the Reinsurer as Administrator hereunder) on or after the Inception Effective Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts Reinsured Policies, the Reinsured Liabilities and Third Party Reinsurance Agreements (items (i) through (v) below, collectively, the “RecoveriesRecoverables”): (ia) all Premiums with respect to the Reinsured Policies other than In-Force Policies (including any amounts in respect of premium financing) net of Third Party Reinsurance Premiums, less any ceding commissions paid to HXS on Premiums pursuant to the General Agency Agreement, dated the date hereof, among HXS and the Ceding Companies received by HXS in respect of Reinsured Policies described in clause (b) of the definition thereof; (iib) litigation recoveries pursuant to litigation to the extent liability for such litigation and related litigation expense constitutes Reinsured Liabilities (including litigation recoveries on In-Force Policies, solely to the extent relating to litigation arising from events occurring from and after the Effective Time); (c) any premium tax refunds relating to Premiums paid on or after the Effective Date; (d) all amounts actually collected or collectable due to a Ceding Company under the Ceded Third Party Reinsurance Contracts in respect of Agreements to the LBL Contracts (extent related to the Reinsured Policies, including all recoveriesreceivables, returns, commissions, amounts in respect of profit sharing and all other sums to which the such Ceding Company may be entitled thereunder (provided, that recoverables under the Ceded Third Party Reinsurance Contracts in Agreements with respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible to Retained Liabilities shall be retained by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “Separate Account Charges”Ceding Companies). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (ve) without duplication, any and all other paymentssubrogations, collections, releases of funds, collections and recoveries and other considerations or payments with respect relating to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that Reinsured Liabilities and the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this AgreementReinsured Policies. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in shall be entitled to one hundred percent (100%) of all deposits, premiums, Contract Loan repayments and other considerations or payments with respect to the General Account Liabilities of the following Company and the General Account Reinsured Liabilities, to the extent such amounts actually are either received or receivable at on or after the Inception Date by the Company or the ReinsurerReinsurer or released from the Company's suspense account on or after the Inception Date, whether in its role including all amounts with respect thereto actually paid or payable to the Company (or to the Reinsurer as reinsurer hereunder administrator) under the Assumed Reinsurance Agreements and all amounts recovered or as Administratorrecoverable under the Ceded Reinsurance Agreements. In addition, with respect to the LBL Contracts Separate Account Liabilities of the Company and the Separate Account Reinsured Liabilities, the Reinsurer shall be entitled to one hundred percent (items 100%) of (i) through (v) below, collectively, the “Recoveries”): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL XXXX Contracts collected or collectible by the CompanyCompany on or after the Inception Date, and any other charges, fees and similar amounts received or receivable by the Company from the XXXX Separate Accounts in respect of Account on or after the LBL Contracts Inception Date (collectively, the “"Separate Account Charges”)") and (ii) all amounts paid or payable to the Company (or to the Reinsurer as administrator) under the Assumed Reinsurance Agreements or the Assumed Liabilities Services Agreement with respect to the CG Life Separate Accounts, the AML Separate Accounts and the Lincoln Separate Accounts. For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from . For the Separate Accounts to the general account avoidance of doubt, the Company in respect of does not guarantee the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates collectibility of any such amounts shall satisfy the Company’s obligations to transfer any such amount to receivable or payable hereunder and the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect assumes all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating theretonon-collectibility.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in one hundred percent (100%) of all of the following amounts actually received or receivable at or after the Inception Date by the Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the LBL Contracts (items (i) through (v) below, collectively, the “"Recoveries”"): (i) Premiums; (ii) all amounts actually collected or collectable under the Ceded Reinsurance Contracts in respect of the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may be entitled under the Ceded Reinsurance Contracts in respect of the LBL Contracts); (iii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL Contracts collected or collectible by the Company, and any other charges, fees and similar amounts received or receivable by the Company from the Separate Accounts in respect of the LBL Contracts (collectively, the “"Separate Account Charges”"). For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from the Separate Accounts to the general account of the Company in respect of the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy the Company’s 's obligations to transfer any such amount to the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Company’s 's name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s 's expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating thereto.

Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Inception Date, the Company hereby irrevocably sells, assigns, transfers and delivers to the Reinsurer as premium hereunder all of its rights, title and interest in shall be entitled to one hundred percent (100%) of all deposits, premiums, Contract Loan repayments and other considerations or payments with respect to the General Account Liabilities of the following Company and the LLANY General Account Reinsured Liabilities, to the extent such amounts actually are either received or receivable at on or after the Inception Date by the Company or the ReinsurerReinsurer or released from the Company's suspense account on or after the Inception Date, whether in its role as reinsurer hereunder or as Administrator, including all amounts with respect thereto actually paid or payable to the LBL Contracts Company (items (ior to the Reinsurer as administrator) through (v) below, collectively, under the “Recoveries”): (i) Premiums; (ii) LLANY Retrocession Agreement and all amounts actually collected recovered or collectable recoverable under the Ceded Reinsurance Contracts in respect of Agreements. In addition, the LBL Contracts (including all recoveries, returns, amounts in respect of profit sharing and all other sums to which the Company may Reinsurer shall be entitled under the Ceded Reinsurance Contracts in respect to one hundred percent (100%) of the LBL Contracts); (iiii) all mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately for the LBL ALNY Contracts collected or collectible by the CompanyCompany on or after the Inception Date, and any other charges, fees and similar amounts received or receivable by the Company from the ALNY Separate Accounts in respect of Account on or after the LBL Contracts Inception Date (collectively, the “"Separate Account Charges”)") and (ii) all amounts paid or payable to the Company (or to the Reinsurer as administrator) under the LLANY Retrocession Agreement or the LLANY Administrative Services Agreement with respect to the CG Life Separate Accounts. For the avoidance of doubt, the Separate Account Charges shall include any revenue sharing fees, service fees and distribution fees received or receivable from or in respect of Funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; (iv) all amounts that are transferrable from . For the Separate Accounts to the general account avoidance of doubt, the Company in respect of does not guarantee the LBL Contracts; and (v) without duplication, all other payments, collections, releases of funds, recoveries and other considerations or payments with respect to the LBL Contracts, including all premiums, payments, reimbursements, interest or other amounts that the Company receives in connection with any reinstatement or reissuance of an LBL Contract or any conversion, exchange or replacement policy that is reinsured under this Agreement. (b) The Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer. Direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates collectibility of any such amounts shall satisfy the Company’s obligations to transfer any such amount to receivable or payable hereunder and the Reinsurer hereunder. (c) The Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect assumes all Recoveries in the Company’s name. The Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Company, all rights at law or in equity or good faith claims of the Company with respect to such Recoveries. If necessary for such collection, the Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries. To the extent that the Company recovers any Recoveries from any third party attributable to the LBL Contracts, the Company shall promptly transfer such amounts to the Reinsurer, together with any pertinent information that the Company may have relating theretonon-collectibility.