Common use of Additional Payments by the Ceding Company Clause in Contracts

Additional Payments by the Ceding Company. (a) As additional consideration for the reinsurance provided herein, the Reinsurer shall be entitled to its Quota Share of all of the following amounts (without duplication) actually received or receivable from and after the Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the Covered Insurance Policies (items (i) through (vi) below, collectively, the “Recoveries”): (i) Premiums, net of amounts to be allocated and paid to the Separate Accounts; (ii) Reinsurance Recoveries without duplication of any amount deducted in calculating the Reinsured Liabilities; (iii) all principal and interest paid on policy loans in respect of the Covered Insurance Policies; (iv) all charges, fees, indemnification, revenue-sharing or other payments made to the Ceding Company attributable to the use of any mutual fundorganization’s mutual funds as funding vehicles to the extent attributable to the Covered Insurance Policies, including, but not limited to, management fees, marketing fees, 12b-1 fees, record-keeping fees, mortality and expense risk charges, administrative expense charges, administrative services fees, rider charges, contract maintenance charges, back-end sales loads and other considerations; (v) all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the Covered Insurance Policies, including all income and investment management fees related to investments held in the Separate Accounts, to the extent so transferable; and (vi) all other payments, collections, releases of funds and recoveries paid to the Ceding Company, in each case relating to the Reinsured Liabilities,including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives after the Effective Time in connection with any reinstatement or reissuance of a Covered Insurance Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement; The Terminal Settlement shall equal: 1. The Net Settlement as of the Recapture Date or the Termination Date, as applicable, less 2. An amount equal to the Quota Share of the General Account Reserves with respect to the recaptured Covered Insurance Policies as of the Recapture Date or the Termination Date, as applicable; provided that a. the Interest Maintenance Reserve shall be such reserve amount existing as of the Recapture Date or the Termination Date, as applicable, with respect to the Covered Insurance Policies plus the amount of such reserve that is created on the Recapture Date or Termination Date, as a result of the transfer of assets in connection with such recapture or termination, and, in the case of the newly created Interest Maintenance Reserve, divided by the Applicable Tax Gross-Up Percentage, in each case determined without regard to any retrocession by the Reinsurer of the liabilities ceded under this Agreement, less 3. If the Initial Ceding Commission is negative, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 4. If the Initial Ceding Commission is positive, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 5. The Quota Share of the Policy Loan Balance as of the Recapture Date or the Termination Date.

Additional Payments by the Ceding Company. (a) As additional consideration for the reinsurance provided herein, the Reinsurer shall be entitled to its Quota Share of all of the following amounts (without duplication) actually received or receivable from and after the Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the Covered Insurance Policies (items (i) through (vi) below, collectively, the “Recoveries”): (i) Premiums, net of amounts to be allocated and paid to the Separate Accounts; (ii) Reinsurance Recoveries without duplication of any amount deducted in calculating the Reinsured Liabilities; (iii) all principal and interest paid on policy loans in respect of the Covered Insurance Policies; (iv) all charges, fees, indemnification, revenue-sharing or other payments made to the Ceding Company attributable to the use of any mutual fundorganizationfund organization’s mutual funds as funding vehicles to the extent attributable to the Covered Insurance Policies, including, but not limited to, management fees, marketing fees, 12b-1 fees, record-keeping fees, mortality and expense risk charges, administrative expense charges, administrative services fees, rider charges, contract maintenance charges, back-end backend sales loads and other considerations; (v) all amounts that are transferrable from the Separate Accounts to the general account of the Ceding Company in respect of the Covered Insurance Policies, including all income and investment management fees related to investments held in the Separate Accounts, to the extent so transferable; and (vi) all other payments, collections, releases of funds and recoveries paid to the Ceding Company, in each case relating to the Reinsured Liabilities,, including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives after the Effective Time in connection with any reinstatement or reissuance of a Covered Insurance Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement; The provided, however, that following the occurrence of a Triggering Event or Recapture Event, the Ceding Company shall be entitled to retain all such amounts as funds withheld under this Agreement, provided, further, that such funds withheld may be used by the Ceding Company as set forth in Section 4.7, and any amount remaining after satisfaction of any Terminal Settlement pursuant to Section 8.4 or Net Settlement pursuant to Section 3.3 shall equal: 1be paid to the Reinsurer. Any funds withheld pursuant to this Section 3.2(a) shall be credited against the Required Balance. The Net Settlement Parties acknowledge and agree that the Ceding Company retains all right, title and interest to all Premiums and other amounts received with respect to the Covered Insurance Policies, subject to its contractual obligations under this Agreement to pay corresponding amounts 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 any obligation of the Ceding Company to transfer any such amount to the Reinsurer hereunder. Upon written request of the Reinsurer during any period in which the Ceding Company’s Floating RBC Ratio as of any quarter-end is at or below two hundred percent (200%), the Parties shall cooperate in good faith to execute and effect any documentation as requested by the Reinsurer and reasonably acceptable to the Ceding Company to entitle the Reinsurer to receive all Premiums and other amounts received with respect to the Covered Insurance Policies, provided that the Reinsurer is in compliance with all of its obligations under this Agreement and no Recapture Event or Triggering Event has occurred. (b) Subject in any event to the Reinsurer’s compliance with and performance of the terms and conditions of this Agreement and any Transaction Agreement to which the Reinsurer is a party, the Ceding Company hereby appoints the Reinsurer as its agent to collect all Recoveries in the Ceding Company’s name. The Ceding Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled 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. If necessary for such collection, the Ceding 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 from any payor thereof (other than the Ceding Company or any of its Affiliates). Subject to Section 3.2(a), to the extent that the Ceding Company recovers any Recoveries from any third party attributable to the Covered Insurance Policies, the Ceding Company shall, in accordance with Section 3.3, transfer such amounts to the Reinsurer, together with any pertinent information that the Ceding Company may have relating thereto. (c) Upon becoming aware of any Discovered Policies, the Parties shall cooperate in good faith to include such Discovered Policy as a Covered Insurance Policy as though it had originally been included as such as of the Recapture Date or Effective Time; provided that (i) any Discovered Policy for which the Termination DateCeding Company has provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Policy will be deemed a Covered Insurance Policy without any further action from the Parties; and (ii) for any Discovered Policies for which the Ceding Company has not provided the Reinsurer with reasonable evidence that the Reinsurer has been compensated for assuming such Discovered Policy, the Ceding Company shall as applicable, less 2. An promptly as reasonably practicable transfer to the Reinsurer an amount equal to (A) the Quota Share of the General Account Reserves associated with such Discovered Policy, plus (B) the Quota Share of Recoveries actually received by the Ceding Company in respect to the recaptured Covered Insurance Policies as of the Recapture Date or the Termination Date, as applicable; provided that a. the Interest Maintenance Reserve shall be such reserve amount existing as of the Recapture Date or the Termination Date, as applicable, with respect to the Covered Insurance Policies plus the amount of such reserve that is created on Discovered Policy at or after the Recapture Date Effective Time, minus (C) the Quota Share of Reinsured Liabilities payable in respect of such Discovered Policy at or Termination Date, as a result of after the transfer of assets in connection with such recapture or termination, and, Effective Time; in the case of (B) and (C) until the newly created Interest Maintenance Reservedate of such payment; provided that, divided if the General Account Reserves associated with all Discovered Policies is less than $5,000,000 in the aggregate, such amounts shall be reasonably determined by the Applicable Tax Gross-Up PercentageCeding Company in good faith; provided, in each case determined without regard further, that, if the General Account Reserves associated with all Discovered Policies is equal to any retrocession by the Reinsurer or exceeds $5,000,000, no Discovered Policy shall be deemed a Covered Insurance Policy until mutual agreement of the liabilities ceded under this Agreement, less 3. If the Initial Ceding Commission Parties is negative, the Unamortized Ceding Commission as reached in respect of the Recapture Date or amounts referenced in subclauses (A), (B) and (C) of this Section 3.2(c) as well as in respect of any appropriate ceding commission; provided that such amounts shall be calculated using methodologies and procedures consistent with those used in the Termination Date, as applicable, plus 4. If the Initial Ceding Commission is positive, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 5. The Quota Share of the Policy Loan Balance as of the Recapture Date or the Termination DateActuarial Report.

Additional Payments by the Ceding Company. (a) As additional consideration for the reinsurance provided hereinherein effective as of the Effective Time, the Ceding Company hereby sells, assigns, transfers and delivers to the Reinsurer shall be entitled to as premium hereunder all of its Quota Share rights, title and interest in one hundred percent (100%) of all of the following amounts (without duplication) actually received or receivable from and after the Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the Covered Insurance Policies (other than with respect to Net Retained Liabilities) (items (i) through (viiv) below, collectively, the “Recoveries”): (i) Premiums, net of amounts to be allocated and paid to the Separate Accounts; (ii) Reinsurance Recoveries without duplication of any amount deducted in calculating the Reinsured LiabilitiesRecoveries; (iii) all principal and interest paid on policy loans in respect of the Covered Insurance Policies; (iv) Without duplication, all charges, fees, indemnification, revenue-sharing or other payments made to the Ceding Company attributable to the use of any mutual fundorganizationfund organization’s mutual funds as funding vehicles to the extent attributable to the Covered Insurance PoliciesPolicies (other than with respect to Net Retained Liabilities), including, but not limited to, management fees, marketing fees, 12b-1 fees, record-keeping fees, policy loan fees, mortality and expense risk charges, administrative expense charges, administrative services fees, rider charges, contract maintenance charges, back-end sales loads and other considerationsconsiderations billed separately, and amounts for the pre-Tax amount of any expense reimbursement; (viv) all amounts that are transferrable from the Separate Accounts or the Shared Separate Account to the general account of the Ceding Company in respect of the Covered Insurance Policies, including all income and investment management fees related to investments held in the Separate Accounts, to the extent so transferable; and (viv) without duplication, all other payments, collections, releases of funds and recoveries paid to the Ceding Company, in each case Company and recoveries relating to the Reinsured Liabilities or the Covered Insurance Policies (other than with respect to Net Retained Liabilities,), including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives after the Effective Time in connection with any reinstatement or reissuance of a Covered Insurance Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement; The Terminal Settlement shall equal: 1. The Net Settlement 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 shall satisfy the Ceding Company’s obligations to transfer any such amount to the Reinsurer hereunder. Notwithstanding anything herein to the contrary, the Ceding Company is not selling, assigning, transferring, or delivering to the Reinsurer, and Reinsurer shall have no right, title or interest in, amounts recoverable or receivable from reinsurers under the Existing Reinsurance Agreements in respect of the Recapture Date or the Termination Date, as applicable, less 2. An amount equal to the Quota Share of the General Account Reserves with respect to the recaptured Covered Insurance Policies as of the Recapture Date Effective Time or the Termination Date, as applicable; provided that a. the Interest Maintenance Reserve shall be such reserve amount existing of uncollected Premiums and deferred Premiums as of the Recapture Date Effective Time, in each case to the extent such amounts did not constitute admitted assets as of the Effective Time. (b) The Ceding Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Ceding Company’s name. The Ceding Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Ceding Company, all rights at law or in equity or good faith claims of the Termination Date, as applicable, Ceding Company with respect to such Recoveries. If necessary for such collection, the Ceding 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 Ceding Company recovers any Recoveries from any third party attributable to the Covered Insurance Policies plus Policies, the amount of such reserve that is created on the Recapture Date or Termination Date, as a result of the transfer of assets in connection with such recapture or termination, andCeding Company shall, in accordance with Section 3.4, transfer such amounts to the case of Reinsurer, together with any pertinent information that the newly created Interest Maintenance Reserve, divided by the Applicable Tax Gross-Up Percentage, in each case determined without regard to any retrocession by the Reinsurer of the liabilities ceded under this Agreement, less 3. If the Initial Ceding Commission is negative, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 4. If the Initial Ceding Commission is positive, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 5. The Quota Share of the Policy Loan Balance as of the Recapture Date or the Termination DateCompany may have relating thereto.

Additional Payments by the Ceding Company. (a) As additional consideration for the reinsurance provided hereinherein effective as of the Effective Time, the Ceding Company hereby sells, assigns, transfers and delivers to the Reinsurer shall be entitled to as premium hereunder all of its Quota Share rights, title and interest in one hundred percent (100%) of all of the following amounts (without duplication) actually received or receivable from and after the Effective Time by the Ceding Company or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the Covered Insurance Policies (other than with respect to Net Retained Liabilities) (items (i) through (viiv) below, collectively, the “Recoveries”"RECOVERIES"): (i) Premiums, net of amounts to be allocated and paid to the Separate Accounts; (ii) Reinsurance Recoveries without duplication of any amount deducted in calculating the Reinsured LiabilitiesRecoveries; (iii) all principal and interest paid on policy loans in respect of the Covered Insurance Policies; (iv) Without duplication, all charges, fees, indemnification, revenue-sharing or other payments made to the Ceding Company attributable to the use of any mutual fundorganization’s fund organization's mutual funds as funding vehicles to the extent attributable to the Covered Insurance PoliciesPolicies (other than with respect to Net Retained Liabilities), including, but not limited to, management fees, marketing fees, 12b-1 fees, record-keeping fees, policy loan fees, mortality and expense risk charges, administrative expense charges, administrative services fees, rider charges, contract maintenance charges, back-end sales loads and other considerationsconsiderations billed separately, and amounts for the pre-Tax amount of any expense reimbursement; (viv) all amounts that are transferrable from the Separate Accounts or the Shared Separate Account to the general account of the Ceding Company in respect of the Covered Insurance Policies, including all income and investment management fees related to investments held in the Separate Accounts, to the extent so transferable; and (viv) without duplication, all other payments, collections, releases of funds and recoveries paid to the Ceding Company, in each case Company and recoveries relating to the Reinsured Liabilities or the Covered Insurance Policies (other than with respect to Net Retained Liabilities,), including all premiums, payments, reimbursements, interest or other amounts that the Ceding Company receives after the Effective Time in connection with any reinstatement or reissuance of a Covered Insurance Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement; The Terminal Settlement shall equal: 1. The Net Settlement 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 shall satisfy the Ceding Company's obligations to transfer any such amount to the Reinsurer hereunder. Notwithstanding anything herein to the contrary, the Ceding Company is not selling, assigning, transferring, or delivering to the Reinsurer, and Reinsurer shall have no right, title or interest in, amounts recoverable or receivable from reinsurers under the Existing Reinsurance Agreements in respect of the Recapture Date or the Termination Date, as applicable, less 2. An amount equal to the Quota Share of the General Account Reserves with respect to the recaptured Covered Insurance Policies as of the Recapture Date Effective Time or the Termination Date, as applicable; provided that a. the Interest Maintenance Reserve shall be such reserve amount existing of uncollected Premiums and deferred Premiums as of the Recapture Date Effective Time, in each case to the extent such amounts did not constitute admitted assets as of the Effective Time. (b) The Ceding Company hereby and pursuant to the Administrative Services Agreement appoints the Reinsurer as its agent to collect all Recoveries in the Ceding Company's name. The Ceding Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Ceding Company, all rights at law or in equity or good faith claims of the Termination Date, as applicable, Ceding Company with respect to such Recoveries. If necessary for such collection, the Ceding 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 Ceding Company recovers any Recoveries from any third party attributable to the Covered Insurance Policies plus Policies, the amount of such reserve that is created on the Recapture Date or Termination Date, as a result of the transfer of assets in connection with such recapture or termination, andCeding Company shall, in accordance with SECTION 3.4, transfer such amounts to the case of Reinsurer, together with any pertinent information that the newly created Interest Maintenance Reserve, divided by the Applicable Tax Gross-Up Percentage, in each case determined without regard to any retrocession by the Reinsurer of the liabilities ceded under this Agreement, less 3. If the Initial Ceding Commission is negative, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 4. If the Initial Ceding Commission is positive, the Unamortized Ceding Commission as of the Recapture Date or the Termination Date, as applicable, plus 5. The Quota Share of the Policy Loan Balance as of the Recapture Date or the Termination DateCompany may have relating thereto.