Common use of Ceded Reinsurance Clause in Contracts

Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.

Ceded Reinsurance. The parties agree Treaty Reinsurer Description 2011 Hannover Reinsurance Treaty Hannover Life Reassurance Company Coinsurance and acknowledge that yearly renewable term reinsurance agreement 2013 Hannover Reinsurance Treaty Hannover Life Reassurance Company Yearly renewable term reinsurance agreement covering 45.6% of waived surrender charges related to penalty free partial withdrawals, Lifetime Income Benefit Rider (LIBR) payments anddeaths and also LIBR payments greater than the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account fund value of the Reinsurerunderlying contracts on certain business Schedule 6.10 Restrictive Agreements None. EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as may be amended, restated, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and that the Reinsurer shall pay all Reinsured Liabilities pursuant Assignee hereby irrevocably purchases and assumes from the Assignor, subject to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentenceStandard Terms and Conditions set forth in Annex 1 and the Credit Agreement, as of the effective time Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such commutation, the commuted liabilities shall become part outstanding rights and obligations of the Reinsured Liabilities Assignor under the respective facilities identified below (including any guarantees included in such facilities) and shall (ii) to the extent permitted to be reinsured by assigned under applicable law, all claims, suits, causes of action and any other right of the Reinsurer Assignor (in accordance with the terms and conditions of this Agreementits capacity as a Lender) against any Person, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transferswhether known or unknown, payments arising under or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Credit Agreement, any other documents or instruments delivered pursuant thereto or the Ceding Company agrees that it shall take loan transactions governed thereby or in any actions reasonably requested by the Reinsurer way based on or related to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect in equity related to the management or administration of rights and obligations sold and assigned pursuant to clause (i) above (the Ceded Reinsurance Contracts rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Reinsurer shall reasonably request“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, includingexcept as expressly provided in this Assignment and Assumption, without limitation, termination representation or recapture, as may be available under or with respect to warranty by the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soAssignor.

Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ceded Reinsurance Contracts, the Ceding Company shall provide to the Reinsurer any related written correspondence to or from the reinsurer under the applicable Ceded Reinsurance Contract with respect to such proposed rate increase and shall consult with the Reinsurer with respect to any such rate increase and shall invite the Reinsurer to participate in all discussions with, and written correspondence to, such reinsurer with respect thereto. In addition, the Ceding Company shall not accept or reject any such proposed rate increases without the prior written consent of the Reinsurer. With the Reinsurer’s prior written consent, the Ceding Company may exercise any right it may have to recapture risks ceded thereby under any of the Ceded Reinsurance Contracts or to otherwise terminate any Ceded Reinsurance Contract and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Ceded Reinsurance Contracts as the Reinsurer shall reasonably request, including, without limitation, termination or recapture, as may be available under or with respect to the terms of any Ceded Reinsurance Contract. The Reinsurer shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time; provided, however, that prior to renewing the Ceded Reinsurance Contract in the Ceding Company’s name, the Reinsurer shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Reinsurer’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so. To the extent that all waivers and consents required in order to reinsure 100% of the Net Retained Liabilities under this Agreement are not received prior to the Closing, from and after the Closing, the Reinsurer and the Ceding Company shall, and shall cause their respective Affiliates to, cooperate and use reasonable best efforts to obtain, such waivers and consents. To the extent that after the Closing, any such waivers or consents are obtained or the parties otherwise agree that any such waivers or consents are not required, then the Net Retained Liability as to which such wavier or consent is obtained or agreement is reached is not required shall no longer be deemed a Net Retained Liability for purposes of this Agreement and instead shall be considered part of the Reinsured Liabilities hereunder effective as of the first day of the month preceding the following transfers, which the parties shall schedule as promptly as practicable following such waiver, consent or agreement. No later than five (5) Business Days prior to such date of transfer, the Reinsurer shall deliver to the Ceding Company a statement of net settlement with respect to the former Net Retained Liabilities as of the first day of the month preceding such date of transfer prepared in accordance with the Statement of Net Settlement Methods (as defined in the Master Transaction Agreement) and in the same format as the Reference Settlements Walk (as defined in the Master Transaction Agreement), together with a calculation of the Net Retained Liability Ceding Commission Adjustment with respect to such former Net Retained Liability for which waiver or consent was obtained, or as to which agreement was reached (in each case, a “Post-Closing Net Retained Liabilities Statement”). In the event that the Ceding Company disagrees with the Post-Closing Net Retained Liabilities Statement, the Ceding Company may deliver written notice to the Reinsurer of such disagreement and the Parties shall resolve such disagreement using the procedures set forth in Section 4.8(c), mutatis mutandis. On such agreed date of transfer, the Ceding Company shall transfer to the Reinsurer (or to the Trust Account on behalf of Reinsurer) an amount of Eligible Assets reasonably acceptable to the Reinsurer having an aggregate Fair Market Value equal to the sum of (i) the net settlement amount with respect to such former Net Retained Liabilities calculated as of the first day of the month preceding such transfer, consistent with the calculation of the Closing Net Settlement Amount under Section 2.09(d) of the Master Transaction Agreement, less (ii) the Net Retained Liability Ceding Commission Adjustment with respect to such former Net Retained Liability for which waiver or consent was obtained, or as to which agreement was reached. For the avoidance of doubt, the amount in clause (ii) above may be a negative number, in which case the absolute value of such amount shall be added to the sum of clause (i) above to determine the amount of Eligible Assets the Ceding Company shall transfer to the Reinsurer on such agreed date. Prior to obtaining any such required consents or waivers or reaching such agreement, the Reinsured Contract from which Net Retained Liabilities arise (in each case, a “Net Retained Liabilities Policy”) shall not be reinsured hereunder, but the Reinsurer shall provide administrative services with respect to any Net Retained Liabilities Policies and any reinsurance contracts that would have been Ceded Reinsurance Contracts had such policies been Reinsured Polices and not Net Retained Liabilities Policies pursuant to the Administrative Services Agreement in the manner set forth therein.