Common use of Coinsurance Premium Clause in Contracts

Coinsurance Premium. (i) On the Effective Date, the Company will transfer to the Reinsurer an initial coinsurance premium with respect to the Reinsured Policies consisting of cash, cash equivalents and the assets set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Assets”) with an aggregate Value determined three Business Days prior to the Effective Date equal to the following amount: (1) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective Time, plus (2) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Transferred Assets, minus (3) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, in each case determined in accordance with SAP, consistently applied (such amount, “Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.

Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of Policies, minus (y) the Effective TimeUnavailable Asset Amount, plus (2B) the Reinsurer’s Share amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, plus (2) cash equal to (A) the Interest Maintenance Reserve attributable to the Reinsured Liabilities divided by 65%, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus (C) the Additional Life Reference Balance Sheet Assets, plus (D) the Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of the aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(C), (1)(D), (2)(A) and 2(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all of Company’s right, title and interest Time equal to the amount set forth in clause (w1) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to Initial Coinsurance Premium without taking into account the Reinsured Policies and the Net Retained Liabilities and amounts set forth in sub clause (z1)(B) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Datethereof.

Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of (other than the Effective TimeCaptive Policies and the Closed Block Policies), minus (y) the Unavailable Asset Amount, plus (2B) the Reinsurer’s Share Economic Reserves held by the Company with respect to the Captive Policies, plus (C) the amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3D) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (other than the Closed Block Policies) (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4E) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies (other than the Closed Block Policies), minus (F) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date plus (2) cash equal to (A) the Interest Maintenance Reserve attributable to the Reinsured Liabilities other than the Closed Block Policies, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus (C) the Additional Life Reference Balance Sheet Assets, plus (D) Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(D), (1)(E), (2)(A) and (2)(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all of Company’s right, title and interest Time equal to the amount set forth in clause (w1) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to Initial Coinsurance Premium without taking into account the Reinsured Policies and the Net Retained Liabilities and amounts set forth in sub clause (z1)(C) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Datethereof.

Coinsurance Premium. (i) On the Effective Date, the Company will transfer to the Reinsurer an initial coinsurance premium with respect to the Reinsured Policies consisting of cash, cash equivalents and the assets set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Assets”) with an aggregate Value determined three [three] Business Days prior to the Effective Date equal to the following amount: (1) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective Time, plus (2) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Transferred Assets, minus (3) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, in each case determined in accordance with SAP, consistently applied (such amount, “Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.

Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of Policies, minus (y) the Effective TimeUnavailable Asset Amount, plus (2B) the Reinsurer’s Share amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, plus (2) cash equal to the Interest Maintenance Reserve attributable to the Reinsured Liabilities divided by 65%, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus the Additional Life Reference Balance Sheet Assets, plus (D) the Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of the aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(C), (1)(D), (2)(A) and 2(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all of Company’s right, title and interest Time equal to the amount set forth in clause (w1) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to Initial Coinsurance Premium without taking into account the Reinsured Policies and the Net Retained Liabilities and amounts set forth in sub clause (z1)(B) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Datethereof.

Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium that relates to the Reinsured Policies (other than with respect to the Reinsured Policies Funds Withheld Liabilities) consisting of cashassets that are listed and that have Fair Market Values, cash equivalents and the assets exclusive of accrued interest, set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Assets”) with an aggregate Value determined three Business Days prior and cash, equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of (other than with respect to the Effective TimeFunds Withheld Liabilities), plus (2B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Transferred AssetsReinsured Liabilities (including with respect to the Funds Withheld Liabilities), plus (C) the amount of any New Interest Maintenance Reserve divided by 65%, minus (3D) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto) (other than with respect to the Funds Withheld Liabilities), minus (4E) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, minus (F) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date, plus (G) the other liabilities set forth on the Life Reference Balance Sheet, minus (H) the Additional Life Reference Balance Sheet Assets, minus (I) the amount of accrued interest on the Transferred Assets, in the case of each case of clauses (A) through (D), determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Non-Funds Withheld Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.