Common use of Ceding Company’s Insolvency Clause in Contracts

Ceding Company’s Insolvency. A. In the event of the Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor except: (1) where this Agreement specifically provides another payee of such payments in the event of the insolvency of the ceding Company, or (2) where the Reinsurer, with the consent of the holders of the Annuities, has assumed such Annuity obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Annuities and in substitution for the obligations of the Ceding Company to such payees. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. B. Notwithstanding subsection (A) of this section, in the event that a life and health insurance guaranty association has made the election to succeed to the rights and obligations of the Ceding Company under this Agreement, then the Reinsurer's liability to pay covered reinsured claims shall continue under this Agreement, subject to the payment to the Reinsurer of the Reinsurance Premiums for such coverage. Payment for such reinsured claims shall only be made by the Reinsurer pursuant to the direction of the guaranty association or its designated successor. Any payment made at the direction of the guaranty association or its designated successor by the reinsurer will discharge the Reinsurer of all further liability to any other party for said claim payment. C. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company's name (or in the name of the Ceding Company's conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Ceding Company’s Insolvency. A. In the event of the Ceding Company's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor except: (1) where this Agreement or other written agreement between the parties hereto specifically provides another payee of such payments in the event of the insolvency of the ceding Company, or (2) where the Reinsurer, with the consent of the holders of the Annuities, has assumed such Annuity obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Annuities and in substitution for the obligations of the Ceding Company to such payees. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. B. Notwithstanding subsection (A) of this section, in the event that a life and health insurance guaranty association has made the election to succeed to the rights and obligations of the Ceding Company under this Agreement, then the Reinsurer's liability to pay covered reinsured claims shall continue under this Agreement, subject to the payment to the Reinsurer of the Reinsurance Premiums for such coverage. Payment for such reinsured claims shall only be made by the Reinsurer pursuant to the direction of the guaranty association or its designated successor. Any payment made at the direction of the guaranty association or its designated successor by the reinsurer will discharge the Reinsurer of all further liability to any other party for said claim payment. C. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company's name (or in the name of the Ceding Company's conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Ceding Company’s Insolvency. A. In the event of the Ceding Company's ’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor except: (1) where this Agreement specifically provides another payee of such payments in the event of the insolvency of the ceding Companysuccessor, which shall not include a guarantee association or (2) where the Reinsurer, with the consent of the holders of the Annuities, has assumed such Annuity obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Annuities and in substitution for the obligations of the Ceding Company to such payeesfund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Riders reinsured hereunder based on the terms hereunder without diminution or increase because of the insolvency of the Ceding Company. B. Notwithstanding subsection (A) of this section, in the event that a life and health insurance guaranty association has made the election to succeed to the rights and obligations of the Ceding Company under this Agreement, then the Reinsurer's liability to pay covered reinsured claims shall continue under this Agreement, subject to the payment to the Reinsurer of the Reinsurance Premiums for such coverage. Payment for such reinsured claims shall only be made by the Reinsurer pursuant to the direction of the guaranty association or its designated successor. Any payment made at the direction of the guaranty association or its designated successor by the reinsurer will discharge the Reinsurer of all further liability to any other party for said claim payment. C. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity Rider reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may may, at its own expense, investigate such claim and interpose in the Ceding Company's ’s name (or in the name of the Ceding Company's ’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The Any expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Ceding Company’s Insolvency. A. In the event of the Ceding Company's ’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor except: (1) where this Agreement specifically provides another payee of such payments in the event of the insolvency of the ceding Companysuccessor, which shall not include a guarantee association or (2) where the Reinsurer, with the consent of the holders of the Annuities, has assumed such Annuity obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Annuities and in substitution for the obligations of the Ceding Company to such payeesfund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Riders reinsured without diminution or increase because of the insolvency of the Ceding Company. B. Notwithstanding subsection (A) of this section, in the event that a life and health insurance guaranty association has made the election to succeed to the rights and obligations of the Ceding Company under this Agreement, then the Reinsurer's liability to pay covered reinsured claims shall continue under this Agreement, subject to the payment to the Reinsurer of the Reinsurance Premiums for such coverage. Payment for such reinsured claims shall only be made by the Reinsurer pursuant to the direction of the guaranty association or its designated successor. Any payment made at the direction of the guaranty association or its designated successor by the reinsurer will discharge the Reinsurer of all further liability to any other party for said claim payment. C. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity rider reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may may, at its own expense, investigate such claim and interpose in the Ceding Company's ’s name (or in the name of the Ceding Company's ’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its EXECUTION VERSION conservator, liquidator, receiver or statutory successor. The Any expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.. - 49 - EXECUTION VERSION

Ceding Company’s Insolvency. A. In the event of the Ceding Company's ’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor except: (1) where this Agreement specifically provides another payee of such payments in the event of the insolvency of the ceding Company, or (2) where the Reinsurer, with the consent of the holders of the Annuities, has assumed such Annuity obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Annuities and in substitution for the obligations of the Ceding Company to such payees. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. B. Notwithstanding subsection (A) of this section, in the event that a life and health insurance guaranty association has made the election to succeed to the rights and obligations of the Ceding Company under this Agreement, then the Reinsurer's ’s liability to pay covered reinsured claims shall continue under this Agreement, subject to the payment to the Reinsurer of the Reinsurance Premiums for such coverage. Payment for such reinsured claims shall only be made by the Reinsurer pursuant to the direction of the guaranty association or its designated successor. Any payment made at the direction of the guaranty association or its designated successor by the reinsurer will discharge the Reinsurer of all further liability to any other party for said claim payment. C. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company's ’s name (or in the name of the Ceding Company's ’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.