Common use of Certain Reports Clause in Contracts

Certain Reports. (a) As soon as reasonably practicable, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the RBC Reporting Deadline after the end of each calendar quarter, the Reinsurer shall provide to the Ceding Company a calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarter, as applicable. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the RBC Reporting Deadline of the calculation of the Floating RBC Ratio and Fixed RBC Ratio shall be deemed providing such calculation to the Ceding Company and shall, accordingly, satisfy the first sentence of this Section 3.7(c). (d) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or Recapture Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or (ii) concurrently with its reporting of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture Event. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or Recapture Event has occurred. (e) The Reinsurer shall provide or make available to the Ceding Company the Reinsurer’s annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon.

Certain Reports. (a) As soon as reasonably practicableAt each RBC Reporting Deadline that pertains to a calendar year end, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the RBC Reporting Deadline after the end of each calendar quarter, the Reinsurer shall provide to the Ceding Company a calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarteryear. At each RBC Reporting Deadline that pertains to a calendar quarter other than the calendar quarter ending on December 31, as applicable. Each such calculation the Reinsurer shall include reasonable supporting detail provide to the Ceding Company: [REDACTED] (b) During the term of this Agreement, regardless of whether the Reinsurer is required by Applicable Law to calculate its RBC Ratio, it shall calculate its RBC Ratio in accordance with the factors and formulae prescribed by the applicable Governmental Body with respect to such calculationa standalone life insurance company domiciled in the Reinsurer's jurisdiction of domicile as if the RBC Ratio calculation were still in effect with respect to the Reinsurer. Any publicly available filing with In the applicable regulator event of an elimination by Applicable Law of the requirement for the Reinsurer to calculate risk based capital or a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s 's state of domicile by with respect to the RBC Reporting Deadline of components and methodologies contained in the calculation of the Floating RBC Ratio (including material changes to the calculation of Total Adjusted Capital), the Parties shall amend this Agreement to incorporate an alternative calculation that is reasonably equivalent to the components of and Fixed methodologies contained in the calculation of the Reinsurer's RBC Ratio in effect as of the Effective Time within 30 calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer shall be deemed providing continue to calculate the RBC Ratio as if such calculation to the Ceding Company and shall, accordingly, satisfy the first sentence of this Section 3.7(c)material change had not occurred. (dc) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or a Recapture Triggering Event on the earlier of (i) within five (5) 2 Business Days after becoming aware of its occurrence or (ii) concurrently in connection with its reporting of the Floating RBC Ratio to the Governmental Body charged with supervision of insurance regulatory authority companies in the Reinsurer’s state 's jurisdiction of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting a confirmation under clause (a) above which would result in a Triggering Event or a Recapture Triggering Event. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s 's reasonable inquiries from time to time concerning the determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ed) The Reinsurer shall provide or make available to the Ceding Company the Reinsurer’s with its annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon, in each case to the extent not publicly available.

Certain Reports. (a) As soon as reasonably practicable, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the At each RBC Reporting Deadline after the end of each that pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a calculation certificate signed by the Chief Financial Officer of the Floating RBC Ratio and, if Reinsurer certifying the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarter, as applicableyear. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the At each RBC Reporting Deadline of that pertains to a calendar quarter other than the calculation of calendar quarter ending on December 31, the Floating RBC Ratio and Fixed RBC Ratio Reinsurer shall be deemed providing such calculation provide to the Ceding Company a certificate signed by the Chief Financial Officer of the Reinsurer to the effect that: (i) if the RBC Ratio of the Reinsurer is [REDACTED] as of the last day of such calendar quarter, confirmation that, in the good faith estimate of the Reinsurer using, to the extent any factors are not reasonably available, reasonable hypothetical amounts, the RBC Ratio of the Reinsurer is [REDACTED] as of the last day of such calendar quarter, or (ii) if the RBC Ratio of the Reinsurer is [REDACTED] as of the last day of such calendar quarter, its good faith estimate of the RBC Ratio of the Reinsurer as of the last day of such calendar quarter, using, to the extent any factors are not reasonably available, reasonable hypothetical amounts. If such calculation of the RBC Ratio of the Reinsurer would result in a Triggering Event or a Recapture Triggering Event if not cured by the Reinsurer within [REDACTED] following the applicable RBC Reporting Deadline, and shallsuch shortfall in the RBC Ratio is actually cured by the Reinsurer within [REDACTED] following the applicable RBC Reporting Deadline, accordingly, satisfy then the first sentence Reinsurer shall provide to the Ceding Company (I) a description of this Section 3.7(c)the manner in which such shortfall was cured and (II) an updated calculation of the RBC Ratio of the Reinsurer to reflect the estimated impact of such cure. (db) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or a Recapture Triggering Event on the earlier of (i) within five (5) Business Days [REDACTED] after becoming aware of its occurrence or (ii) concurrently with its reporting of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture Eventoccurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ec) The Upon request of the Ceding Company, the Reinsurer shall provide or make available to the Ceding Company with the Reinsurer’s annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon. (d) For so long as the Administrative Services Agreement remains in effect, the Reinsurer shall provide to the Ceding Company periodic accounting and other reports with respect to the Covered Insurance Policies, the Existing Reinsurance Agreements and the Monthly Reimbursement Amount as specified in the Administrative Services Agreement. Except as otherwise set forth herein or in the Administrative Services Agreement, settlement with respect to amounts owed hereunder by the Reinsurer to the Ceding Company and by the Ceding Company to the Reinsurer shall be performed through the direct payment by the Reinsurer of the Reinsured Liabilities and direct receipt by the Reinsurer of the Recoveries on an ongoing basis in its capacity as Administrator under the Administrative Services Agreement.

Certain Reports. (a) As soon as reasonably practicableNot later than the Monthly Measurement Date preceding each Payment Date, the Reinsurer shall Issuer will cause the Administrator to prepare and provide to the Ceding Company information that is Secured Party (and the Secured Party shall provide each Creditor with a copy not later than one Business Day prior to the Payment Date, which delivery may be by e-mail followed by, upon request of a Creditor, a confirming copy by regular mail (postage prepaid)), a direction in the Reinsurer’s possession and is reasonably requested by form of Exhibit C hereto (the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports“Payment Date Certificate”). (b) With respect The Secured Party shall provide the Creditors with the reports set forth in Exhibit E hereto (each, a “Monthly Report”) within 15 days after each Payment Date, which delivery may be by e-mail followed by, upon request of a Creditor, a confirming copy by regular mail (postage prepaid), subject to the calendar year-end reserves third sentence of this Section 4.13(b). Prior to its delivery of such Monthly Report to the Creditors in accordance with the immediately preceding sentence, the Secured Party shall confirm with the Guarantor that the Guarantor received such Monthly Report at least three Business Days prior to such date. If the Guarantor does not confirm that it received such Monthly Report at least three Business Days prior to such proposed delivery date, the Secured Party shall not distribute such Monthly Report to Creditors until the date that is three Business Days following the date on which the Guarantor received such Monthly Report. The Secured Party will rely solely upon information furnished to it by the Servicer and liabilities the Administrator in connection with information contained within the report (other than information relating to the Secured Party’s fees and expenses, the balances of the Accounts and payments made by the Secured Party with respect to principal and interest on the Covered Insurance Policies, Senior Credit) and the Reinsurer’s appointed actuary Secured Party shall provide a certification that in his or her opinion, not be responsible for the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law veracity of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing ininformation contained within such report. (c) Not later than On the RBC Reporting Deadline after the end of Business Day prior to each calendar quarterMonthly Measurement Date, the Reinsurer Secured Party shall provide to the Ceding Company a calculation Administrator with the Outstanding Amount of the Floating RBC Ratio and, if Senior Credit as of the Fixed RBC Ratio is less than two hundred fifty percent first day of the related Interest Accrual Period (250%after giving effect to payments on such date), the Fixed RBC Ratio Interest Rate for the related Interest Accrual Period and the balances on deposit within the Collection Account, the Acquisition Account and the Reserve Account, each as of the Reinsurer such reporting date and as of the last day of such calendar year or quarter, as applicable. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the RBC Reporting Deadline of the calculation of the Floating RBC Ratio and Fixed RBC Ratio shall be deemed providing such calculation to the Ceding Company and shall, accordingly, satisfy the first sentence of this Section 3.7(c)related Collection Period. (d) The Reinsurer shall provide written notice Secured Party may conclusively rely and accept such reports from the Issuer as fulfilling the requirements of the occurrence of any Triggering Event or Recapture Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or (ii) concurrently with its reporting of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture Event. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or Recapture Event has occurredthis Section. (e) The Reinsurer shall provide or make available to the Ceding Company the Reinsurer’s annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon.

Certain Reports. (a) As soon as reasonably practicable, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the At each RBC Reporting Deadline after the end of each that pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a calculation certificate signed by the Chief Financial Officer of the Floating RBC Ratio and, if Reinsurer certifying the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarter, as applicableyear. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the At each RBC Reporting Deadline of that pertains to a calendar quarter other than the calculation of calendar quarter ending on December 31, the Floating RBC Ratio and Fixed RBC Ratio Reinsurer shall be deemed providing such calculation provide to the Ceding Company a certificate signed by the Chief Financial Officer of the Reinsurer to the effect that: (i) if the RBC Ratio of the Reinsurer is equal to or greater than 325% as of the last day of such calendar quarter, confirmation that, in the good faith estimate of the Reinsurer using, to the extent any factors are not reasonably available, reasonable hypothetical amounts, the RBC Ratio of the Reinsurer is equal to or greater than 325% as of the last day of such calendar quarter, or (ii) if the RBC Ratio of the Reinsurer is less than 325% as of the last day of such calendar quarter, its good faith estimate of the RBC Ratio of the Reinsurer as of the last day of such calendar quarter, using, to the extent any factors are not reasonably available, reasonable hypothetical amounts. If such calculation of the RBC Ratio of the Reinsurer would result in a Triggering Event or a Recapture Triggering Event if not cured by the Reinsurer within thirty (30) days following the applicable RBC Reporting Deadline, and shallsuch shortfall in the RBC Ratio is actually cured by the Reinsurer within thirty (30) days following the applicable RBC Reporting Deadline, accordingly, satisfy then the first sentence Reinsurer shall provide to the Ceding Company (I) a description of this Section 3.7(c)the manner in which such shortfall was cured and (II) an updated calculation of the RBC Ratio of the Reinsurer to reflect the estimated impact of such cure. (db) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or a Recapture Triggering Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or (ii) concurrently with its reporting of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture Eventoccurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or Recapture Event has occurred. (e) The Reinsurer shall provide or make available to the Ceding Company the Reinsurer’s annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon.

Certain Reports. (a) As soon as reasonably practicableAt each RBC Reporting Deadline, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: Company: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the if such RBC Reporting Deadline after the end of each pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a its calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarterand (ii) if such RBC Reporting Deadline pertains to a calendar quarter other than the calendar quarter ending on December 31, as applicable. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with confirmation that, in the applicable regulator good faith estimate of the Reinsurer’s state , the RBC Ratio of domicile by the Reinsurer is equal to or greater than 375% as of the last day of such calendar quarter. Without limitation upon the Reinsurer's obligations pursuant to the foregoing, if at any time the RBC Ratio of the Reinsurer falls below 375%, then at the next RBC Reporting Deadline of and for successive RBC Reporting Deadlines thereafter until the Reinsurer's RBC Ratio rises above 375%, the Reinsurer shall provide to the Ceding Company: (i) if such RBC Reporting Deadline pertains to a calendar year end, its calculation of the Floating RBC Ratio of the Reinsurer as of the last day of such calendar year and Fixed (ii) if such RBC Reporting Deadline pertains to a calendar quarter other than the calendar quarter ending on December 31, a good faith estimate of its calculation of the RBC Ratio shall be deemed providing of the Reinsurer as of the last day of such calendar quarter. If such calculation of the RBC Ratio of the Reinsurer would result in a Triggering Event or a Recapture Triggering Event if not cured by the Reinsurer by the applicable RBC Reporting Deadline, and such shortfall in the RBC Ratio is actually cured by the Reinsurer on or prior to such RBC Reporting Deadline, then the Reinsurer shall provide to the Ceding Company (i) a description of the manner in which such shortfall was cured and shall, accordingly, satisfy (ii) an updated calculation of the first sentence RBC Ratio of this Section 3.7(c)the Reinsurer as of such RBC Reporting Deadline. (db) The Reinsurer shall provide written notice to the Ceding Company within two (2) Business Days of (i) the occurrence of any Triggering Event or Recapture Triggering Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or and (ii) concurrently with its reporting calculation of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or a Recapture EventTriggering Event (assuming such calculation had been as of a quarter-end and not taking into account any applicable cure period). In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s 's reasonable inquiries from time to time concerning the determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ec) The Reinsurer Each Party shall provide or make available to the Ceding Company the Reinsurer’s other with a copy of its annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon.

Certain Reports. (a) As soon as reasonably practicable, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the At each RBC Reporting Deadline after the end of each that pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a calculation certificate signed by the Chief Financial Officer of the Floating RBC Ratio and, if Reinsurer certifying the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarter, as applicableyear. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the At each RBC Reporting Deadline of that pertains to a calendar quarter other than the calculation of calendar quarter ending on December 31, the Floating RBC Ratio and Fixed RBC Ratio Reinsurer shall be deemed providing such calculation provide to the Ceding Company a certificate signed by the Chief Financial Officer of the Reinsurer to the effect that: (i) if the RBC Ratio of the Reinsurer is equal to or greater than 325% as of the last day of such calendar quarter, confirmation that, in the good faith estimate of the Reinsurer using, to the extent any factors are not reasonably available, reasonable hypothetical amounts, the RBC Ratio of the Reinsurer is equal to or greater than 325% as of the last day of such calendar quarter, or (ii) if the RBC Ratio of the Reinsurer is less than 325% as of the last day of such calendar quarter, its good faith estimate of the RBC Ratio of the Reinsurer as of the last day of such calendar quarter, using, to the extent any factors are not reasonably available, reasonable hypothetical amounts. If such calculation of the RBC Ratio of the Reinsurer would result in a Triggering Event or a Recapture Triggering Event if not cured by 42115819.1 the Reinsurer within thirty (30) days following the applicable RBC Reporting Deadline, and shallsuch shortfall in the RBC Ratio is actually cured by the Reinsurer within thirty (30) days following the applicable RBC Reporting Deadline, accordingly, satisfy then the first sentence Reinsurer shall provide to the Ceding Company (I) a description of this Section 3.7(c)the manner in which such shortfall was cured and (II) an updated calculation of the RBC Ratio of the Reinsurer to reflect the estimated impact of such cure. (db) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or a Recapture Triggering Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or (ii) concurrently with its reporting of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture Eventoccurrence. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ec) The Upon request of the Ceding Company, the Reinsurer shall provide or make available to the Ceding Company with the Reinsurer’s annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon. (d) For so long as the Administrative Services Agreement remains in effect, the Reinsurer shall provide to the Ceding Company periodic accounting and other reports with respect to the Covered Insurance Policies, the Separate Accounts, the Existing Reinsurance Agreements and the Monthly Reimbursement Amount as specified in the Administrative Services Agreement. Except as otherwise set forth herein or in the Administrative Services Agreement, settlement with respect to amounts owed hereunder by the Reinsurer to the Ceding Company and by the Ceding Company to the Reinsurer shall be performed through the direct payment by the Reinsurer of the Reinsured Liabilities and direct receipt by the Reinsurer of the Recoveries on an ongoing basis in its capacity as Administrator under the Administrative Services Agreement.

Certain Reports. (a) As soon as reasonably practicableAt each RBC Reporting Deadline, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: Company: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the if such RBC Reporting Deadline after the end of each pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a its calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarter, as applicable. Each and (ii) if such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with the applicable regulator of the Reinsurer’s state of domicile by the RBC Reporting Deadline of pertains to a calendar quarter other than the calculation of calendar quarter ending on December 31, a certificate stating its good faith estimate using, to the Floating extent any factors are not reasonably available, amounts based on reasonable estimation and annualization, whether the RBC Ratio and Fixed RBC Ratio shall be deemed providing such calculation to the Ceding Company and shall, accordingly, satisfy the first sentence of this Section 3.7(c)[Redacted]. (db) The Reinsurer shall provide written notice to the Ceding Company within five (5) Business Days of the earlier of (i) becoming aware of the occurrence of any Triggering Event or Recapture FMV Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or and (ii) concurrently with its reporting calculation of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or Recapture FMV Event. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or Recapture FMV Event has occurred. (ec) The Reinsurer shall provide or make available to or provide the Ceding Company the Reinsurer’s with a true and complete copy of its annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along Statements, together with the audit report thereon. (d) If a change in applicable Law eliminates the requirement for the Reinsurer to calculate risk-based capital, but does not replace it with another capital reporting requirement, then the Parties shall act reasonably and in good faith to amend this Agreement to incorporate an alternate calculation that is reasonably acceptable to the parties within thirty (30) calendar days after such elimination and, if the Parties cannot agree on any such alternative, the Reinsurer shall continue to calculate its RBC Ratio as if such elimination had not occurred. If a change in applicable Law either (i) replaces the requirement for the Reinsurer to calculate its RBC Ratio with another capital reporting requirement or (ii) changes the capital reporting requirement with respect to the applicable RBC Ratio action level thresholds under applicable Law authorizing regulatory action or engagement by or with the insurance regulatory authority in the Reinsurer’s state of domicile, then the Reinsurer shall provide proxies for the purposes of this Agreement under such new or changed capital reporting requirement for each specific RBC Ratio percentage referenced in this Agreement, which are substantially equivalent to such specific percentages to provide the Ceding Company with at least substantially equivalent protection as it had immediately prior to such change. If needed, the Parties shall act reasonably and in good faith to amend this Agreement to give effect to the immediately preceding sentence. To the extent the Ceding Company raises any good faith objection as to the substantial equivalence of such proxies and the parties are unable to resolve such objection within thirty (30) days, either Party may refer the dispute to the Independent Actuary for resolution.

Certain Reports. (a) As soon as reasonably practicableAt each RBC Reporting Deadline that pertains to a calendar year end, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the RBC Reporting Deadline after the end of each calendar quarter, the Reinsurer shall provide to the Ceding Company a calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarteryear. At each RBC Reporting Deadline that pertains to a calendar quarter other than the calendar quarter ending on December 31, as applicable. Each such calculation the Reinsurer shall include reasonable supporting detail provide to the Ceding Company: [REDACTED] (b) During the term of this Agreement, regardless of whether the Reinsurer is required by Applicable Law to calculate its RBC Ratio, it shall calculate its RBC Ratio in accordance with the factors and formulae prescribed by the applicable Governmental Body with respect to such calculationa standalone life insurance company domiciled in the Reinsurer’s jurisdiction of domicile as if the RBC Ratio calculation were still in effect with respect to the Reinsurer. Any publicly available filing with In the applicable regulator event of an elimination by Applicable Law of the requirement for the Reinsurer to calculate risk based capital or a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s state of domicile by with respect to the RBC Reporting Deadline of components and methodologies contained in the calculation of the Floating RBC Ratio (including material changes to the calculation of Total Adjusted Capital), the Parties shall amend this Agreement to incorporate an alternative calculation that is reasonably equivalent to the components of and Fixed methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Effective Time within 30 calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer shall be deemed providing continue to calculate the RBC Ratio as if such calculation to the Ceding Company and shall, accordingly, satisfy the first sentence of this Section 3.7(c)material change had not occurred. (dc) The Reinsurer shall provide written notice of the occurrence of any Triggering Event or a Recapture Triggering Event on the earlier of (i) within five (5) 2 Business Days after becoming aware of its occurrence or (ii) concurrently in connection with its reporting of the Floating RBC Ratio to the Governmental Body charged with supervision of insurance regulatory authority companies in the Reinsurer’s state jurisdiction of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting a confirmation under clause (a) above which would result in a Triggering Event or a Recapture Triggering Event. In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s reasonable inquiries from time to time concerning the determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ed) The Reinsurer shall provide or make available to the Ceding Company the Reinsurer’s with its annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon, in each case to the extent not publicly available.

Certain Reports. (a) As soon as reasonably practicableAt each RBC Reporting Deadline, the Reinsurer shall provide to the Ceding Company information that is in the Reinsurer’s possession and is reasonably requested by the Ceding Company relating to the Covered Insurance Policies and Reinsured Liabilities that the Ceding Company is required to report on its financial statements, Tax returns and other financial reports. (b) With respect to the calendar year-end reserves and liabilities with respect to the Covered Insurance Policies, the Reinsurer’s appointed actuary shall provide a certification that in his or her opinion, the reserves and related actuarial values concerning the Covered Insurance Policies: Company: (i) are computed in accordance with presently accepted actuarial (ii) are based on actuarial assumptions which produce reserves at least (iii) meet the requirements of all Applicable Law of the Reinsurer’s (iv) have been subjected to satisfactory asset adequacy testing in (c) Not later than the if such RBC Reporting Deadline after the end of each pertains to a calendar quarteryear end, the Reinsurer shall provide to the Ceding Company a its calculation of the Floating RBC Ratio and, if the Fixed RBC Ratio is less than two hundred fifty percent (250%), the Fixed RBC Ratio of the Reinsurer as of the last day of such calendar year or quarterand (ii) if such RBC Reporting Deadline pertains to a calendar quarter other than the calendar quarter ending on December 31, as applicable. Each such calculation shall include reasonable supporting detail with respect to such calculation. Any publicly available filing with confirmation that, in the applicable regulator good faith estimate of the Reinsurer’s state , the RBC Ratio of domicile by the Reinsurer is equal to or greater than 375% as of the last day of such calendar quarter. Without limitation upon the Reinsurer's obligations pursuant to the foregoing, if at any time the RBC Ratio of the Reinsurer falls below 375%, then at the next RBC Reporting Deadline of and for successive RBC Reporting Deadlines thereafter until the Reinsurer's RBC Ratio rises above 375%, the Reinsurer shall provide to the Ceding Company: (i) if such RBC Reporting Deadline pertains to a calendar year end, its calculation of the Floating RBC Ratio of the Reinsurer as of the last day of such calendar year and Fixed (ii) if such RBC Reporting Deadline pertains to a calendar quarter other than the calendar quarter ending on December 31, a good faith estimate of its calculation of the RBC Ratio shall be deemed providing of the Reinsurer as of the last day of such calendar quarter. If such calculation of the RBC Ratio of the Reinsurer would result in a Triggering Event or a Recapture Triggering Event if not cured by the Reinsurer by the applicable RBC Reporting Deadline, and such shortfall in the RBC Ratio is actually cured by the Reinsurer on or prior to such RBC Reporting Deadline, then the Reinsurer shall provide to the Ceding Company (i) a description of the manner in which such shortfall was cured and shall, accordingly, satisfy (ii) an updated calculation of the first sentence RBC Ratio of this Section 3.7(c)the Reinsurer as of such RBC Reporting Deadline. (db) The Reinsurer shall provide written notice to the Ceding Company within two (2) Business Days of (i) the occurrence of any Triggering Event or Recapture Triggering Event on the earlier of (i) within five (5) Business Days after becoming aware of its occurrence or and (ii) concurrently with its reporting calculation of the Floating RBC Ratio to the insurance regulatory authority in the Reinsurer’s state of domicile or its good faith estimate of its Floating RBC Ratio or Fixed RBC Ratio in connection with reporting under clause (a) above which would result in a Triggering Event or a Recapture EventTriggering Event (assuming such calculation had been as of a quarter-end and not taking into account any applicable cure period). In addition, the Reinsurer shall cooperate fully with the Ceding Company and promptly respond to the Ceding Company’s 's reasonable inquiries from time to time concerning the 20 <Page> determination of whether a Triggering Event or a Recapture Triggering Event has occurred. (ec) The Reinsurer Each Party shall provide or make available to the Ceding Company the Reinsurer’s other with a copy of its annual and quarterly Statutory Financial Statements and a copy of its annual audited Statutory Financial Statements along with the audit report thereon.. 21 <Page> ARTICLE IV LICENSES;