Common use of Insolvency of the Ceding Company Clause in Contracts

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer MARC of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer MARC may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer MARC will be chargeable, subject to court approval, against the Ceding Company as 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 ReinsurerMARC. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer MARC will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance payments will be payable by the Reinsurer on the basis of the liability of the Ceding Company under policies reinsured under this Agreement directly to the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimsCompany. In the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies policy reinsured under this Agreement within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation the insolvent the Ceding Company to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding CompanyCompany has entered into or has otherwise become subject to an order of supervision, all rehabilitation, liquidation or other proceeding that is in substance the same type of proceeding as the aforementioned, but conducted under a different name, whether involuntary or otherwise, this reinsurance payments will shall be payable directly to the Ceding Company or to its liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of liability of the Ceding Company, without diminution because by reason of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by because the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding CompanyCompany has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured the Covered Insurance Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a It is further agreed that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The Such expense incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. . (b) Where two (2) or more reinsurers are participating involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. . (c) The reinsurance provided hereunder shall be payable by the Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured or to its liquidator, receiver, conservator, or statutory successor, except (i) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Company, (ii) where the Reinsurer with the consent of the direct insured or insureds has voluntarily assumed such Covered Insurance Policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under this Agreementsuch Covered Insurance Policies and in substitution for the obligations of the Ceding Company to the payees or (iii) where provided otherwise under Applicable Law.

Insolvency of the Ceding Company. In the event of the insolvency Insolvency of the Ceding Company, all reinsurance payments will provided hereunder shall be payable directly by the Reinsurer to the liquidator, rehabilitator, receiver, or statutory successor Ceding Company on the basis of the liability of the Ceding Company, Company under the Reinsured Policies without diminution because of such Insolvency. Payments by the insolvencyReinsurer, for those claims allowed against as set forth in this Section 7.1, shall be made directly to the Ceding Company by any court or to its Receiver, except where the Reinsurer, with the consent of competent jurisdiction or by the liquidatordirect insured, rehabilitator, receiver or statutory successor having authority has elected to allow such claims. In assume the event of insolvency policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Ceding Company to the payees. If the Reinsurer elects to make such payment in accordance with the immediately preceding sentence, it shall make payments directly to the Policyholder and the Reinsurer shall be deemed to have all the rights of the Ceding Company to the extent of such payment. Any payment by the Reinsurer under this Section 7.1 shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligation to the Ceding Company or its Receiver and the Ceding Company’s obligation under the subject Reinsured Policies, and nothing herein shall subject the liquidator, rehabilitator, receiver, or statutory successor will Reinsurer to liability for duplicative payment of Policy Liabilities reinsured hereunder. The Receiver of the insolvent Ceding Company shall give written notice to the Reinsurer of all pending claims the pendency of a claim against the Ceding Company on any policies reinsured Reinsured Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a claim is pending, and during the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is adjudicated, to be adjudicated any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successorReceiver. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense expenses of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company's liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim.

Insolvency of the Ceding Company. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company, all reinsurance payments will be payable directly to Company or the appointment of a liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor except (1) when the contract or other written agreement specifically provides another payee of such reinsurance in the event of the insolvency of the ceding insurer or (2) when the assuming insurer, with the consent of the direct insured, has assumed such policy obligations of the ceding insurer as direct obligations of the assuming insurer to the payees under such policies and in substitution for the obligations of the ceding insurer to such payees, on the basis of the liability of the Ceding Company for the Reinsured Liabilities without diminution because of the such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any claims or any portion thereof. In any such event, the reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for those verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. In any such event, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Reinsured Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate and interposemay, at its own expense, investigate such claim and interpose in the proceeding where the in which such claim is adjudicated, to be adjudicated any defense or defenses that it the Reinsurer may reasonably deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by For the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part avoidance 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claimdoubt, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share benefits reinsured as benefits become due under the terms of the amounts reinsured Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under as to the Reinsured Policies or for any damages or payments resulting from the termination or restructuring of the Reinsured Policies, in each case, that are not otherwise expressly covered by this Agreement.

Insolvency of the Ceding Company. In If the event Ceding Company should become insolvent, as determined by the Regulatory Agency responsible for such determination, all reinsurance under this Agreement covering risks ceded by the Ceding Company will be payable by the Reinsurer directly to the Ceding Company's liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company under the policy or policies reinsured and without diminution because of the insolvency of the Ceding Company. However, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In in the event of insolvency of the Ceding Companysuch insolvency, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all a pending claims claim against the Ceding Company on any policies the reinsured policy. It will do so within a reasonable time after such the claim is filed in the insolvency proceedingproceedings. While During the pendency of such a claim is pendingclaim, the Reinsurer may investigate the claim and interposemay, at its own expense, in the proceeding where the claim is adjudicated, interpose any defense or defenses that which it may deem available to the insolvent Ceding Company or Company, its liquidator, rehabilitator, receiver, or statutory successor, in the proceedings where the claim is to be adjudicated. The expense thus incurred by the Reinsurer will be chargeablechargeable against the insolvent Ceding Company, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the insolvent Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such the claim, the expense will be apportioned in accordance accord with the terms of this Agreement the reinsurance agreement as though such the expense had been incurred by the insolvent Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of the liability of the Ceding Company under the Covered Insurance Policies without diminution because of the insolvency of the Ceding Company, without diminution because except to the extent (i) paid by the Reinsurer to a Payee in accordance with Section 8.1 or (ii) the Reinsurer has, with the consent of the insolvencyapplicable policyholder or Underlying Company, assumed any such Covered Insurance Policy or Underlying Reinsurance Agreement in substitution for those claims allowed against the obligations of the Ceding Company by any court of competent jurisdiction or by the liquidatorto such Person. (b) It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured a Covered Insurance Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalApplicable Law, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of that the Ceding Company is deemed insolvent, all Benefit Payments reinsured in accordance with Article 5.1 and payable hereunder shall be payable by the Reinsurer directly to the Ceding Company, its liquidator, receiver or statutory successor, without diminution due to the insolvency of the Ceding Company. It is understood, all reinsurance payments will be payable directly to however, that in the event of such insolvency, the liquidator, rehabilitatorconservator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will shall give written notice to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company Reinsurer on any policies reinsured a Covered Policy. Such notice shall indicate the Covered Policy and whether the claim could involve possible liability on the part of the Reinsurer. Such notice shall be given within a reasonable time after such claim is filed in the conservation, liquidation, or insolvency proceeding. While a claim is pendingDuring the pendency of such claim, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or Company, its liquidator, rehabilitatorconservator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of the conservation, liquidation or insolvency proceeding to the extent of a proportionate pro rata share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same death or disability claim and a majority in interest elect (determined with respect to shares of net amount at risk) elects to interpose a defense or defenses to any such death or disability claim, the expense will be apportioned among the reinsurers in accordance with the terms of this Agreement as though such expense had been incurred by same proportion that the Ceding Company. The Reinsurer will be liable only for its proportionate share reinsurer’s net liability bears to the sum of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by net liability of all reinsurers on the Ceding Company on policies reinsured under this Agreementinsured’s date of death.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance payments will be payable by the Reinsurer on the basis of the liability of the Ceding Company under policies reinsured under this Agreement directly to the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvencyinsolvency of the Ceding Company. It is the intention of the Parties that, unless expressly provided for those claims allowed against otherwise in this Agreement, the Reinsurer: 1. shall be liable only for benefits reinsured as benefits become due under the terms of the policies reinsured under this Agreement; 2. shall not be liable for any amounts or reserves required to be held by the Ceding Company by for policies reinsured under this Agreement; and 3. shall not be liable for any court damages or payments resulting from any termination or restructure of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimspolicies reinsured under this Agreement. In the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies policy reinsured under this Agreement within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation the insolvent the Ceding Company to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured Allocated Retention Pool -- Effective 10/1/2008 Between HLIC and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.Swiss Re

Insolvency of the Ceding Company. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company, all reinsurance payments will be payable directly to Company or the appointment of a liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder, expect as provided by Section 7.3, shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the Reinsured Liabilities without diminution because of the such insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction liquidation, rehabilitation or by the appointment or because such liquidator, rehabilitator, receiver or statutory successor having authority has failed to allow such claimspay any claims or any portion thereof. In the event of insolvency The liquidator, receiver or statutory successor of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Reinsured Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate and interposemay, at its own expense, investigate such claim and interpose in the proceeding where the in which such claim is adjudicated, to be adjudicated any defense or defenses that it the Reinsurer may reasonably deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense expenses incurred in connection therewith by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of such insolvency, liquidation or rehabilitation to the extent of a proportionate share of the any benefit that may accrue accrues to the Ceding Company Company, solely as a result of the defense or defenses undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the liquidatorcontractholders, rehabilitatorinsureds or the beneficiaries entitled to receive payment under the Covered Insurance Policies, receiver, or statutory successor as applicable (a “Payee”) on the basis of the Liability of the Ceding CompanyCompany under the Covered Insurance Policies, as applicable, without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured a Covered Insurance Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalApplicable Law, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. (b) Any payment by the Reinsurer directly to a Payee pursuant to this Section 7.1 shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligations to the Ceding Company, or to its liquidator, rehabilitator, receiver, conservator or statutory successor, under this Agreement. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to Neither this Article VII, nor any such claim, the expense will be apportioned in accordance with the terms other provision of this Agreement as though such expense had been incurred by or any other Transaction Agreement nor any Covered Insurance Policies, shall be construed in a manner which would subject the Ceding Company. The Reinsurer will be liable only to liability for its proportionate share duplicative payments of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies Reinsured Liabilities reinsured under this Agreement. (c) In the event that the laws of the Ceding Company Domiciliary State should be amended to or otherwise require that reinsurance made, ceded, or renewed hereunder shall be payable in all events directly to the Ceding Company or its statutory liquidator, receiver or statutory successor (the “Domiciliary Receiver”) in order to avoid liability for duplicate payment by the Reinsurer, all amounts payable hereunder with respect to the Ceding Company (including to any Payees thereof) shall be payable directly to the Ceding Company or the Domiciliary Receiver on the basis of the liability of such Ceding Company, without diminution because of such insolvency or because such Domiciliary Receiver has failed to pay all or a portion of any claims, and the direct liability of the Reinsurer to any Payee as described in this Agreement shall no longer be applicable.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL-NY Succession Select Treaty

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured of the Policies within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in majority-in-interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreementthe Policies which may be in excess of the amounts reinsured.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance payments will be payable by the Reinsurer on the basis of the liability of the Ceding Company under policies reinsured under this Agreement directly to the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvencyinsolvency of the Ceding Company. It is the intention of the Parties that, unless expressly provided for those claims allowed against otherwise in this Agreement, the Reinsurer: 1. shall be liable only for benefits reinsured as benefits become due under the terms of the policies reinsured under this Agreement; 2. shall not be liable for any amounts or reserves required to be held by the Ceding Company by for policies reinsured under this Agreement; and 3. shall not be liable for any court damages or payments resulting from any termination or restructure of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimspolicies reinsured under this Agreement. In the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies policy reinsured under this Agreement within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation the insolvent the Ceding Company to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured Allocated Retention Pool -- Effective 10/1/2008 Between ILA and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.Swiss Re

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL VUL4/LP Select Treaty 26

Insolvency of the Ceding Company. In the event that the Ceding Company is deemed insolvent, all reinsurance death claims payable hereunder will be payable by the Reinsurer directly to the Ceding Company, its liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company for benefits under the Reinsured Policy, without diminution because of the insolvency of the Ceding Company. It is understood, all reinsurance payments will be payable directly to however, that in the event of such insolvency, the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company on any policies a Risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. While Such notice will indicate the policy reinsured and whether the death claim could involve a claim is pendingpossible liability on the part of the Reinsurer. The Reinsurer will be liable only for benefits reinsured as benefits become due under the terms of the Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company as to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Policies that are not otherwise expressly covered by this Agreement. During the pendency of such claim, the Reinsurer may investigate such death claim and interpose, at its own expense, in the proceeding where the such death claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL-NY VUL4/LP Select Treaty 26

Insolvency of the Ceding Company. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company, all reinsurance payments will be payable directly to Company or the appointment of a liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the Reinsured Liabilities without diminution because of the such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any claims or any portion thereof. In any such event, the reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for those verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. In any such event, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Reinsured Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate and interposemay, at its own expense, investigate such claim and interpose in the proceeding where the in which such claim is adjudicated, to be adjudicated any defense or defenses that it the Reinsurer may reasonably deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by For the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part avoidance 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claimdoubt, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share benefits reinsured as benefits become due under the terms of the amounts reinsured Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under as to the Reinsured Policies or for any damages or payments resulting from the termination or restructuring of the Reinsured Policies, in each case, that are not otherwise expressly covered by this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. If, upon the liquidation of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company elects to recapture all of the Policies reinsured under this Agreement and terminate the Agreement in its entirety, such recapture and termination shall be subject to a terminal accounting and settlement as set forth in Section 16.4 of this Agreement.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Ceding Company or its statutory liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of the liability of the Ceding Company, Company under the Reinsured Contracts without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. (b) It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of such an insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured a Reinsured Contract within a reasonable period of time after such claim is filed in the insolvency proceeding. While a applicable Insolvency proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two . (c) In the event the Ceding Company does not pay amounts otherwise payable under a Reinsured Contract as a result of a court of competent jurisdiction or more reinsurers are participating in any applicable Insurance Regulator issuing an order finding the same claim and Ceding Company to be insolvent or entering an order to the Ceding Company which legally prohibits the Ceding Company from paying amounts otherwise payable under a majority in interest Reinsured Contract because of the Ceding Company’s financial condition, then the Reinsurer may elect to interpose a defense or defenses pay on behalf of the Ceding Company any Reinsured Liabilities payable by the Ceding Company under the Reinsured Contract that has not been previously paid by the Ceding Company, subject always to any the other terms, conditions, exclusions and limitations of the Reinsured Contract and this Agreement. If the Reinsurer elects to make such claim, the expense will be apportioned payment in accordance with the terms of this Agreement as though preceding sentence, the Reinsurer shall make such expense had been incurred by payment directly to the Ceding Companypolicyholder, contractholder, owner, insured, annuitant or beneficiary under the Reinsured Contract (such party entitled to payment, the “Payee”). The Reinsurer will shall be liable only for its proportionate share deemed to have all the rights of the amounts reinsured Ceding Company and will not be or become liable for any amounts or reserves subrogated to all the rights of the Ceding Company to the extent of such payment. Any such payment by the Reinsurer shall be held used to discharge the Ceding Company from its related payment obligation under the subject Reinsured Contract and shall be treated as a payment by the Ceding Company on policies reinsured for all purposes. (d) The Reinsurer shall have no obligation to indemnify the Ceding Company for amounts paid or payable by the Ceding Company in respect of a Reinsured Contract to the extent of any payments made by the Reinsurer to the applicable Payee of such Reinsured Contract in accordance with Section 7.1(c), and the Reinsurer shall be discharged of its payment obligations to the Ceding Company, or to its conservator, rehabilitator, receiver, liquidator or statutory successor, under this AgreementAgreement to the extent of such payments.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding CompanyCompany has entered into or has otherwise become subject to an order of supervision, all rehabilitation, liquidation or other proceeding that is in substance the same type of proceeding as the aforementioned, but conducted under a different name, whether involuntary or otherwise, this reinsurance payments will shall be payable directly to the Ceding Company or to its liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of liability of the Ceding Company, without diminution because by reason of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by because the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding CompanyCompany has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured the Covered Insurance Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a It is further agreed that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The Such expense incurred by the Reinsurer will shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. . (b) Where two (2) or more reinsurers are participating involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company, all reinsurance payments will be payable directly to Company or the appointment of a liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company for the Reinsured Liabilities without diminution because of the such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any claims or any portion thereof. In any such event, the reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for those verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. In any such event, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Reinsured Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate and interposemay, at its own expense, investigate such claim and interpose in the proceeding where the in which such claim is adjudicated, to be adjudicated any defense or defenses that it the Reinsurer may reasonably deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by For the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part avoidance 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claimdoubt, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share benefits reinsured as benefits become due under the terms of the amounts reinsured Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under as to the Reinsured Policies or for any damages or payments resulting from the termination or restructuring of the Reinsured Policies, in each case, that are not otherwise expressly covered by this Agreement.. ARTICLE XV

Insolvency of the Ceding Company. In the event that the Ceding Company is deemed insolvent, all reinsurance death claims payable hereunder will be payable by the Reinsurer directly to the Ceding Company, its liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company for benefits under the Reinsured Policy, without diminution because of the insolvency of the Ceding Company. It is understood, all reinsurance payments will be payable directly to however, that in the event of such insolvency, the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company on any policies a Risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. While Such notice will indicate the policy reinsured and whether the death claim could involve a claim is pendingpossible liability on the part of the Reinsurer. The Reinsurer will be liable only for benefits reinsured as benefits become due under the terms of the Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company as to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Policies that are not otherwise expressly covered by this Agreement. During the pendency of such claim, the Reinsurer may investigate such death claim and interpose, at its own expense, in the proceeding where the such death claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against against, the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL VUL4/LP Select Treaty 27

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, : a. all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Ceding Company under each reinsured Policy, without diminution because of the insolvency of the Ceding Company, and such payments by the Reinsurer shall be made directly to the Ceding Company or its liquidator, rehabilitatorreceiver or statutory successor, receiverexcept (i) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Company, or (ii) where the Reinsurer with the written consent of the contract-holder of such reinsured Policy has assumed the policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such reinsured Policy and in substitution for the Ceding Company’s obligation to the payees. b. The liquidator, receiver or statutory successor of the Ceding Company, without diminution because Company shall give the Reinsurer written notice of the insolvency, for those claims allowed pendency of a claim against the insolvent Ceding Company by any court of competent jurisdiction in connection with this Agreement or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, rehabilitator or statutory successor. The . c. Any expense thus incurred by the Reinsurer will pursuant to this Section 19.1 shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation its insolvency proceedings to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.[page break]

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of of' the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer Reinsurer, may investigate and interpose, at its own expense, in the proceeding proceeding, where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts amount,-, or reserves to be held by the Ceding Company on oil policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it It may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect Interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL - [redacted] 28 VUL IV Plus/VUL IV Plus-ES Doc# 2081398

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement with respect to the Reinsured Liabilities shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, rehabilitator, receiver, receiver or statutory successor or directly to the owners, policyholders or beneficiaries entitled to receive payment under the Covered Insurance Policies (a “Payee”) on the basis of the Liability of the Ceding Company, Company under the Covered Insurance Policies without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a Reinsured Liability claim against the Ceding Company on any policies reinsured a Covered Insurance Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalapplicable Law, against the Ceding Company as 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. (b) Any payment by the Reinsurer directly to a Payee pursuant to this Section 7.01 shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligations to the Ceding Company, or to its liquidator, rehabilitator, receiver, conservator or statutory successor, under this Agreement. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to Neither this Article VII, nor any such claim, the expense will be apportioned in accordance with the terms other provision of this Agreement as though such expense had been incurred by or any other Transaction Agreement nor any Covered Insurance Policies, shall be construed in a manner which would subject the Ceding Company. The Reinsurer will be liable only to liability for its proportionate share duplicative payments of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies Reinsured Liabilities reinsured under this Agreement. (c) In the event that the Laws of the jurisdiction of domicile of the Ceding Company should be amended to require that reinsurance made, ceded, or renewed hereunder shall be payable in all events directly to the Ceding Company or its statutory liquidator, receiver or statutory successor (the “Domiciliary Receiver”) in order to avoid liability for duplicate payment by the Reinsurer, all amounts payable hereunder with respect to the Ceding Company (including to any Payees thereof) shall be payable directly to the Ceding Company or the Domiciliary Receiver on the basis of the liability of such Ceding Company, without diminution because of such insolvency or because such Domiciliary Receiver has failed to pay all or a portion of any claims, and the direct liability of the Reinsurer to any Payee as described in this Agreement shall no longer be applicable.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDS VUL JLLS Generic Master Treaty

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, : a. all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Ceding Company under each reinsured Policy, without diminution because of the insolvency of the Ceding Company, and such payments by the Reinsurer shall be made directly to the Ceding Company or its liquidator, rehabilitatorreceiver or statutory successor, receiverexcept (i) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Company, or (ii) where the Reinsurer with the written consent of the contract-holder of such reinsured Policy has assumed the policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such reinsured Policy and in substitution for the Ceding Company’s obligation to the payees. b. The liquidator, receiver or statutory successor of the Ceding Company, without diminution because Company shall give the Reinsurer written notice of the insolvency, for those claims allowed pendency of a claim against the insolvent Ceding Company by any court of competent jurisdiction in connection with this Agreement or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, rehabilitator or statutory successor. The . c. Any expense thus incurred by the Reinsurer will pursuant to this Section 18.1 shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation its insolvency proceedings to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.[page break]

Insolvency of the Ceding Company. In If the event of Ceding Company is judged insolvent, the insolvency of Reinsurer will pay all reinsurance under this Agreement directly to the Ceding Company, all reinsurance payments will be payable directly to the its liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In on the event basis of insolvency the Reinsurer's liability under the Policy or Policies reinsured without decrease because of the Ceding Company's insolvency. It is understood, however, that in the event of the Ceding Company's insolvency the liquidator, rehabilitator, receiver, receiver or statutory successor will give the Reinsurer written notice to the Reinsurer of all a pending claims against the Ceding Company claim on any policies reinsured a Policy within a reasonable time after such the claim is filed in the insolvency proceedingproceedings. While a the claim is pending, the Reinsurer may investigate and interpose, interpose at its own expense, expense in the proceeding proceedings where the claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense incurred by the Reinsurer incurs will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the ReinsurerReinsurer has undertaken. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such the claim, the expense expenses will be apportioned in accordance with the terms of this Agreement the retrocession agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured had incurred the expense. Should the Ceding Company go into liquidation or should a receiver be appointed, all amounts due to the Ceding Company or the Reinsurer under this AgreementAgreement shall be subject to the right of offset at any time and from time to time, and upon the exercise of same, only the net balance will be due. The application of the offset in the event of insolvency shall not be deemed to constitute diminution.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company's liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim. (019)11220-00-00 00 2/16/2011

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will due under this Agreement shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will shall give written notice to the Reinsurer Munich Re of all pending claims against the Ceding Company on any policies Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer Munich Re may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will Munich Re shall be chargeable, subject to court approval, against the Ceding Company as 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 ReinsurerMunich Re. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will Munich Re shall be liable only for its proportionate share of the amounts reinsured and will shall not be or become liable for any amounts or reserves to be held by the Ceding Company on policies Policies reinsured under this Agreement. If, upon the liquidation of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company elects to recapture all of the Policies reinsured under this Agreement and terminate the Agreement in its entirety, such -------------------------------------------------------------------------------- TREATY #3684 MUNICH AMERICAN REASSURANCE COMPANY recapture and termination shall be subject to a terminal accounting and settlement as set forth in Section 22.1.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer IHLIC of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer IHLIC may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer IHLIC will be chargeable, subject to court approval, against the Ceding Company as 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 ReinsurerIHLIC. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer IHLIC will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim. (R14) 00000-00-00 Final 23 3/12/2017

Insolvency of the Ceding Company. In the event that the Ceding Company is deemed insolvent, all reinsurance death claims payable hereunder will be payable by the Reinsurer directly to the Ceding Company, its liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company for benefits under the Reinsured Policy, without diminution because of the insolvency of the Ceding Company. It is understood, all reinsurance payments will be payable directly to however, that in the event of such insolvency, the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice notice, to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company on any policies a Risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. While Such notice will indicate the policy reinsured and whether the death claim could involve a claim is pendingpossible liability on the part of the Reinsurer. The Reinsurer will be liable only for benefits reinsured as benefits become due under the terms of the Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company as to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Policies that are not otherwise expressly covered by this Agreement. During the pendency of such claim, the Reinsurer may investigate such death claim and interpose, at its own expense, in the proceeding where the such death claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may may. accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. Company The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL-NY VUL4/LP Select Treaty 26

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL-[redacted] VUL IV Plus/VUL IV Plus-ES Doc#2080256 27

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim. (460, C01) 10000-00-00 25 12/14/2017

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer REINSURER of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer REINSURER may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer REINSURER will be chargeable, subject to court approval, against the Ceding Company as 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 ReinsurerREINSURER. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer REINSURER will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL Succession Select Treaty

Insolvency of the Ceding Company. In If the event Ceding Company should become insolvent, as determined by the Regulatory Agency responsible for such determination, all reinsurance under this Agreement covering risks ceded by the Ceding Company will be payable by the Reinsurer directly to the Ceding Company's liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company under the policy or policies reinsured and without diminution because of the insolvency of the Ceding Company. However, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In in the event of insolvency of the Ceding Companysuch insolvency, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all a pending claims claim against the Ceding Company on any policies the reinsured policy. It will do so within Last Survivor Excess Pool Between HLIC and RGA Effective 03/01/2004 a reasonable time after such the claim is filed in the insolvency proceedingproceedings. While During the pendency of such a claim is pendingclaim, the Reinsurer may investigate the claim and interposemay, at its own expense, in the proceeding where the claim is adjudicated, interpose any defense or defenses that defenses, which it may deem available to the insolvent Ceding Company or Company, its liquidator, rehabilitator, receiver, or statutory successor, in the proceedings where the claim is to be adjudicated. The expense thus incurred by the Reinsurer will be chargeablechargeable against the Ceding Company, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that benefit, which may accrue to the insolvent Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such the claim, the expense will be apportioned in accordance accord with the terms of this Agreement the reinsurance agreement as though such the expense had been incurred by the insolvent Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In Subject to Section 6.1(a), in the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement with respect to the General Account Liabilities shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of the Liability of the Ceding Company, Company under the Covered Insurance Policies without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a General Account Liability claim against the Ceding Company on any policies reinsured a Covered Insurance Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory 31 <Page> successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalApplicable Law, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in 32 <Page> (a) In the same claim and a majority in interest elect event of the insolvency of the Ceding Company, subject to interpose a defense or defenses to any such claimApplicable Law, the expense will be apportioned Reinsurer shall pay any General Account Liabilities otherwise due and payable by the Reinsurer to the Ceding Company hereunder directly to the named insureds or their designees under the Covered Insurance Policies (the "Payee"), in accordance with and subject to the terms terms, conditions, exclusions and limitations of this Agreement as though such expense had been incurred Covered Insurance Policy. Any such payment by the Reinsurer shall discharge the Ceding Company. The Reinsurer will Company from its related payment obligation under the subject Covered Insurance Policy and shall be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held treated as a payment by the Ceding Company on policies reinsured for all purposes of such Covered Insurance Policy and related documentation and otherwise. In the event of any payment by the Reinsurer under this AgreementSection 6.1(a), the Reinsurer shall have the right to mitigate loss or otherwise to exercise any right of the Ceding Company with respect to the applicable loss or claim under the Covered Insurance Policies.

Insolvency of the Ceding Company. In If the event Ceding Company should become insolvent, as determined by the Regulatory Agency responsible for such determination, all reinsurance under this Agreement will be payable by the Reinsurer directly to the Ceding Company's liquidator, receiver or statutory successor, on the basis of the liability of the Ceding Company under the policy or policies reinsured and without diminution because of the insolvency of the Ceding Company. However, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In in the event of insolvency of the Ceding Companysuch insolvency, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all a pending claims claim against the Ceding Company on any policies the reinsured policy. It will do so within a reasonable time after such the claim is filed in the insolvency proceedingproceedings. While During the pendency of such a claim is pendingclaim, the Reinsurer may investigate the claim and interposemay, at its own expense, in the proceeding where the claim is adjudicated, interpose any defense or defenses that defenses, which it may deem available to the insolvent Ceding Company or Company, its liquidator, rehabilitator, receiver, or statutory successor, in the proceedings where the claim is to be adjudicated. The expense thus incurred by the Reinsurer will be chargeablechargeable against the insolvent Ceding Company, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that benefit, which may accrue to the insolvent Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such the claim, the expense will be apportioned in accordance accord with the terms of this Agreement the reinsurance agreement as though such the expense had been incurred by the insolvent Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL-NY Succession Select Treaty

Insolvency of the Ceding Company. In the event that the Ceding Company is deemed insolvent, all reinsurance death claims payable hereunder will be payable by the Reinsurer directly to the Ceding Company, its liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company for benefits under the Reinsured Policy, without diminution because of the insolvency of the Ceding Company. It is understood, all reinsurance payments will be payable directly to however, that in the event of such insolvency, the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims the pendency of a death claim against the Ceding Company on any policies a Risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. While Such notice will indicate the policy reinsured and whether the death claim could involve a claim is pendingpossible liability on the part of the Reinsurer. The Reinsurer will be liable only for benefits reinsured as benefits become due under the terms of the Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company as to the Reinsured Policies or for any damages or payments resulting from the termination or restructure of the Policies that are not otherwise expressly covered by this Agreement. During the pendency of such claim, the Reinsurer may investigate such death claim and interpose, at its own expense, in the proceeding where the such death claim is to be adjudicated, any defense or defenses that it may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers Reinsurers are participating in the same death claim and a majority in interest elect (determined with respect to shares of Net Amount at Risk) elects to interpose a defense or defenses to any such death claim, the expense will be apportioned among the Reinsurers in accordance with the terms of this Agreement as though such expense had been incurred by same proportion that the Ceding Company. The Reinsurer will be liable only for its proportionate share Reinsurer’s net liability bears to the sum of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by net liability of all Reinsurers on the Ceding Company on policies reinsured under this Agreementinsured’s date of death.

Insolvency of the Ceding Company. In Subject to Section 6.1(a), in the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement with respect to the General Account Liabilities shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, rehabilitator, receiver, receiver or statutory successor on the basis of the Liability of the Ceding Company, Company under the Covered Insurance Policies without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a General Account Liability claim against the Ceding Company on any policies reinsured a Covered Insurance Policy within a reasonable period of time after such claim is filed in the insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will shall be chargeable, subject to court approvalApplicable Law, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in . (a) In the same claim and a majority in interest elect event of the insolvency of the Ceding Company, subject to interpose a defense or defenses to any such claimApplicable Law, the expense will be apportioned Reinsurer shall pay any General Account Liabilities otherwise due and payable by the Reinsurer to the Ceding Company hereunder directly to the named insureds or their designees under the Covered Insurance Policies (the "Payee"), in accordance with and subject to the terms terms, conditions, exclusions and limitations of such Covered Insurance Policy. Any such payment by the Reinsurer shall discharge the Ceding Company from its related payment obligation under the subject Covered Insurance Policy and shall be treated as a payment by the Ceding Company for all purposes of such Covered Insurance Policy and related documentation and otherwise. In the event of any payment by the Reinsurer under this Section 6.1(a), the Reinsurer shall have the right to mitigate loss or otherwise to exercise any right of the Ceding Company with respect to the applicable loss or claim under the Covered Insurance Policies. (b) The Reinsurer shall have no obligation to indemnify the Ceding Company for amounts paid or payable by the Ceding Company in respect of a Covered Insurance Policy to the extent of any payments made by the Reinsurer to the applicable Payee under such Covered Insurance Policy in accordance with Section 6.1(a), and the Reinsurer shall be discharged of its payment obligations to the Ceding Company, or to its statutory liquidator, receiver or statutory successor under this reinsurance to the extent of such payments. The cut-through afforded by Section 6.1(a) shall not be available pursuant to this Agreement if, under Applicable Law, regulation, court rule or order or similar requirement either: (i) the Reinsurer's direct payment to such Payee will not, to the extent thereof, discharge the Reinsurer's obligations to the Ceding Company or its legal representative, or (ii) the Reinsurer is required to make any payment to the Ceding Company or its liquidator, receiver or statutory successor notwithstanding the provisions of this Agreement as though such expense had Agreement. Nothing herein or in any Covered Insurance Policy shall be construed to require the Reinsurer to make duplicative payments or payments duplicative of payments that have been incurred made by the Ceding Company. (c) It is the intent of the Parties that the cut-through provision of this Section 6.1 complies with Section 38a-88-10 of the Connecticut Insurance Regulations and any successor statute or amendments thereto. At the Reinsurer's option, the Ceding Company and the Reinsurer shall in good faith negotiate amendments to the cut-through provision of this Section 6.1 and/or in good faith negotiate other agreements or additional documents, as necessary, to assure that the cut-through provision complies with Section 38a-88-10 of the Connecticut Insurance Regulations and any successor statute or amendments thereto. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by shall reimburse the Ceding Company on policies reinsured under for all costs and expenses related to such amendments, agreements and documents, whether entered into or not. All other terms and conditions of this AgreementAgreement shall remain in full force and effect. (d) For the avoidance of doubt, the provisions of this Section 6.1 shall apply only in connection with the General Account Liabilities. (e) The Ceding Company covenants that it shall not, and shall not, directly or indirectly, cause any third party to, challenge in any legal or regulatory proceeding with respect to the matters set forth in this Section 6.1.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL - [redacted] VUL IV Plus/VUL IV Plus-ES Doc# 2080257 27

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, : a. all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer on the basis of the liability of the Ceding Company under each reinsured Policy, without diminution because of the insolvency of the Ceding Company, and such payments by the Reinsurer shall be made directly to the Ceding Company or its liquidator, rehabilitatorreceiver or statutory successor. b. The liquidator, receiver, receiver or statutory successor of the Ceding Company, without diminution because Company shall give the Reinsurer written notice of the insolvency, for those claims allowed pendency of a claim against the insolvent Ceding Company by any court of competent jurisdiction in connection with this Agreement or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, rehabilitator or statutory successor. The . c. Any expense thus incurred by the Reinsurer will pursuant to this Section 18.1 shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation its insolvency proceedings to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation its insolvency proceedings 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, . the expense will It be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share benefits reinsured as benefits become due under the tern-is of the amounts reinsured policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company on as to the reinsured policies reinsured under or for any damages or payments resulting from the termination or restructure of the policies that are not otherwise covered by this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, : a. all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable directly to by the liquidator, rehabilitator, receiver, or statutory successor Reinsurer on the basis of the liability of the Ceding CompanyCompany under each reinsured Policy, without diminution because of the insolvencyinsolvency of the Ceding Company, for those claims allowed against and such payments by the Reinsurer shall be made directly to the Ceding Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor. except ( b. The liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, Company shall give the liquidator, rehabilitator, receiver, or statutory successor will give Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the insolvent Ceding Company on any policies in connection with this Agreement or a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, rehabilitator or statutory successor. The . c. Any expense thus incurred by the Reinsurer will pursuant to this Section 18.1 shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation its insolvency proceedings to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In If the event of Ceding Company is judged insolvent, the insolvency Reinsurer will pay all reinsurance under this Agreement directly to the Ceding Company, its liquidator receiver or statutory successor on the basis of the Ceding Company, all reinsurance payments will be payable directly to ’s liability under the liquidator, rehabilitator, receiver, Reinsured Policy or statutory successor of the Ceding Company, Reinsured Policies without diminution because of the Ceding Company’s insolvency. It is understood, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidatorhowever, rehabilitator, receiver or statutory successor having authority to allow such claims. In that in the event of insolvency of the Ceding Company’s insolvency, the liquidator, rehabilitator, receiver, or statutory successor will give the Reinsurer written notice to the Reinsurer of all a pending claims against the Ceding Company Claim on any policies reinsured a Reinsured Policy within a reasonable time after such claim the Claim is filed in the insolvency proceedingproceedings. While a claim the Claim is pending, the Reinsurer may investigate and interpose, at its own expense, expense in the proceeding where the claim Claim is to be adjudicated, any defense or defenses that it which the Reinsurer may deem available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense incurred by the Reinsurer incurs will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the ReinsurerReinsurer has undertaken. Where two or more reinsurers Reinsurers are participating involved in the same claim Claim and a majority in interest elect to interpose a defense or defenses to any such claimthe Claim, the expense expenses will be apportioned in accordance with the terms of this Agreement the reinsurance agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreementhad incurred the expense.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will under this Agreement shall be payable by the Reinsurer, on the basis of the liability of the Ceding Company under the Policies, directly to the liquidator, rehabilitator, receiver, or statutory successor liquidator of the Ceding Company, without diminution because of the insolvencyinsolvency of the Ceding Company, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will liquidator shall give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured Policies, within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim claim, and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreementthe Policies.

Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the liquidatornamed insureds or their designees entitled to receive payment or cedents, rehabilitatoras applicable, receiver, or statutory successor under the Reinsured Contracts on the basis of the liability of the Ceding CompanyCompany under the Reinsured Contracts, as approved by the liquidation court, without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidatorCompany. (b) It is understood, rehabilitatorhowever, receiver or statutory successor having authority to allow such claims. In that in the event of such an insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will of the Ceding Company shall give written notice to of the Reinsurer pendency of all pending claims a claim against the Ceding Company on any policies reinsured a Reinsured Contract within a reasonable period of time after such claim is filed in the applicable insolvency proceeding. While a proceedings and that during the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The It is further understood that the expense thus incurred by the Reinsurer will be chargeable, subject to Applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating in . (c) In the same claim and event of a majority in interest elect payment by the Reinsurer pursuant to interpose a defense or defenses to any such claimthis Article VII, the expense will Reinsurer shall be apportioned in accordance with the terms subrogated to all rights of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under the Reinsured Contract, in each case to the extent of payments under this AgreementArticle VII.

Insolvency of the Ceding Company. In the event of the insolvency insolvency, liquidation or rehabilitation of the Ceding Company, all reinsurance payments will be payable directly to Company or the appointment of a liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, the reinsurance coverage provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its liquidator, receiver or statutory successor except (1) when the contract or other written agreement specifically provides another payee of such reinsurance in the event of the insolvency of the ceding insurer or (2) when the assuming insurer, with the consent of the direct insured, has assumed such policy obligations of the ceding insurer as direct obligations of the assuming insurer to the payees under such policies and in substitution for the obligations of the ceding insurer to such payees, on the basis of the liability of the Ceding Company for the Reinsured Liabilities without diminution because of the such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or ​ ​ ​ statutory successor has failed to pay any claims or any portion thereof. In any such event, the reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for those verification, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. In any such event, the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will Company shall give written notice to the Reinsurer of all pending claims the pendency of each claim against the Ceding Company on any policies reinsured with respect to such Reinsured Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. While a claim is pendingDuring the pendency of any such claims, the Reinsurer may investigate and interposemay, at its own expense, investigate such claim and interpose in the proceeding where the in which such claim is adjudicated, to be adjudicated any defense or defenses that it the Reinsurer may reasonably deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by For the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part avoidance 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claimdoubt, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share benefits reinsured as benefits become due under the terms of the amounts reinsured Reinsured Policies and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under as to the Reinsured Policies or for any damages or payments resulting from the termination or restructuring of the Reinsured Policies, in each case, that are not otherwise expressly covered by this Agreement.. ​

Insolvency of the Ceding Company. In the event of the insolvency Insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency Insolvency proceeding. While a claim is Is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the ReinsurerReInsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in In interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. , The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company's liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL - [redacted] 27 VUL IV Plus/VUL IV Plus-ES Doc#2081405

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer XXXX of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer XXXX may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer XXXX will be chargeable, subject to court approval, against the Ceding Company as 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 ReinsurerXXXX. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer XXXX will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL VUL4/LP Select Treaty 25

Insolvency of the Ceding Company. i. In the event of the insolvency of the Ceding Company, all reinsurance payments due to the Ceding Company under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. ii. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured Reinsured Policy within a reasonable time after such claim Claim is filed in the insolvency proceedingproceedings. While a claim Claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding proceedings where the claim Claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. iii. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claimClaim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. iv. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured Reinsured Policies under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments due under this Agreement will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share Proportionate Share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers Reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. This insolvency clause shall not preclude the Reinsurer from asserting any excuse or defense to payment of this reinsurance other than the excuses or defenses of the insolvency of the Ceding Company and the failure of the Ceding Company’s liquidator, receiver, conservator or statutory successor to pay all or a portion of any claim. (B17) 00000-00-00 Final 23 3/12/2017

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where Where. two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDSL VUL4 / LP Select Treaty 26

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.. IDS Succession Select Treaty

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, as determined by the regulatory agency responsible for such determination, all reinsurance payments will be payable by the Reinsurer on the basis of the liability of the Ceding Company under policies reinsured under this Agreement directly to the liquidator, rehabilitator, receiver, receiver or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimsCompany. In the event of the insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, receiver or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies policy reinsured under this Agreement within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, receiver or statutory successor. The expense expenses incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as part of the expense of liquidation the insolvent the Ceding Company to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share Insolvency of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the one Ceding Company on policies reinsured under shall not affect this AgreementAgreement as it relates to the solvent Ceding Company.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments will due under this Agreement shall be payable directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company, without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will shall give written notice to the Reinsurer MARC of all pending claims against the Ceding Company on any policies Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer MARC may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will MARC shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of rehabilitation or 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 ReinsurerMARC. Where two or more reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will MARC shall be liable only for its proportionate share of the amounts reinsured and will shall not be or become liable for any amounts or reserves to be held by the Ceding Company on policies Policies reinsured under this Agreement. If, upon the liquidation of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor of the Ceding Company elects to recapture all of the Policies reinsured under this Agreement and terminate the Agreement in its entirety, such recapture and termination shall be subject to a terminal accounting and settlement as set forth in Article 22.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, : a. all reinsurance payments will made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable directly to by the liquidator, rehabilitator, receiver, or statutory successor Reinsurer on the basis of the liability of the Ceding CompanyCompany under each reinsured Policy, without diminution because of the insolvencyinsolvency of the Ceding Company, for those claims allowed against and such payments by the Reinsurer shall be made directly to the Ceding Company by any court of competent jurisdiction or by the its liquidator, rehabilitator, receiver or statutory successor. b. The liquidator, rehabilitator, receiver or statutory successor having authority to allow such claims. In the event of insolvency of the Ceding Company, Company shall give the liquidator, rehabilitator, receiver, or statutory successor will give Reinsurer written notice to of the Reinsurer pendency of all pending claims a claim against the insolvent Ceding Company on any policies in connection with this Agreement or a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. While a During the pendency of such claim is pending, the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where the such claim is to be adjudicated, any defense or defenses that which it may deem deems available to the Ceding Company or Company, its liquidator, rehabilitator, receiver, rehabilitator or statutory successor. The . c. Any expense thus incurred by the Reinsurer will pursuant to this Section 18.1 shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation its insolvency proceedings to the extent of a proportionate share of the benefit that which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are participating involved in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expense will shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement.

Insolvency of the Ceding Company. In the event of the insolvency of the Ceding Company, all reinsurance payments made, ceded, renewed or otherwise due under this Agreement will be payable to the Ceding Company or directly to the liquidator, rehabilitator, receiver, or statutory successor of the Ceding CompanyCompany on the basis of the liabilities of the Ceding Company under the Policies, without diminution because of the insolvency, for those claims allowed against insolvency of the Ceding Company by any court of competent jurisdiction or by the liquidator, rehabilitator, receiver or statutory successor having authority to allow such claimsCompany. In the event of insolvency of the Ceding Company, the liquidator, rehabilitator, receiver, or statutory successor will give written notice to the Reinsurer of all pending claims against the Ceding Company on any policies reinsured Policies within a reasonable time after such claim is filed in the insolvency proceeding. While a claim is pending, the Reinsurer may investigate and interpose, at its own expense, in the proceeding where the claim is adjudicated, any defense or defenses that it may deem available to the Ceding Company or its liquidator, rehabilitator, receiver, or statutory successor. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as 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. Where two or more reinsurers are participating in the same claim and a majority in interest elect elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of this Agreement the reinsurance agreements to which the reinsurers are a party, or as mutually agreed, as though such expense had been incurred by the Ceding Company. The Reinsurer will be liable only for its proportionate share No insolvency, rehabilitation, or liquidation of Ceding Company shall constitute a breach of this Agreement. In the event of the amounts reinsured and will not be or become liable for any amounts or reserves to be held by insolvency of the Ceding Company on policies reinsured Company, the right of offset afforded under this AgreementArticle XII will remain in full force and effect to the extent permitted by Applicable Law.