Common use of Insolvency Clause in Contracts

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.

Insolvency. InsolvencyA party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of this Article, is defined its properties or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization or involuntary petition for liquidation an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or 11.1.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetsparty's domicile. In the event of the Ceding insolvency of the Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Annuities Reinsured Policies without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver Reinsurer will be liable only for the amounts reinsured and will not be or statutory successor of become liable for any amounts or reserves to be held by the Ceding Company on policies reinsured under this Agreement. The Authorized Representative will give written notice to the Reinsurer written notice of the pendency of a claim all pending claims against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is claims are filed in the insolvency proceedingproceedings. During the pendency of any such claimWhile a claim is pending, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or the Authorized Representative. The expense incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of insolvency, the Right of Offset afforded under Article 6-1 will remain in full force and effect to the extent permitted by applicable law. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidatorliquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. In addition, receiver the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to insolvency would be at the election of the Company and would not be earlier than the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor.

Insolvency. InsolvencyA. The portion of any risk or obligation reinsured by the Reinsurer under this Agreement, for purposes of this Articlewhen such portion is ascertained, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or shall be payable on behalf demand of the Ceding Company, (b) any assignment for Company at the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer same time as the Ceding Company properties shall pay its net retained portion of such risk or assets. In obligation, and the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Policies without diminution because of the insolvency of the Ceding Company. The In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the insolvent Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against any obligation of the insolvent Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its liquidator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expenses of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. C. In the event of the Reinsurer’s insolvency, any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to the Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 15.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) 's insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor to conserve or administer on the basis of claims allowed against the Ceding Company properties by any court of competent jurisdiction or assets. In the event by any conservator, liquidator, or statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due the Ceding Company from claims. Payments by the Reinsurer pursuant to the terms of as set forth in this Agreement will Section shall be made directly to the Ceding Company or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association except where the contract of insurance or fund. The reinsurance will be payable by specifically provides another payee of such reinsurance in the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency event of the Ceding Company. The 's insolvency. 15.02 In the event of the Ceding Company's insolvency, the conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 15.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Ceding Company.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. a. In the event of the Ceding Companydeclared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, the Reinsurer’s insolvency, any obligation to make payments due the Ceding Company from the Reinsurer pursuant to the terms of under this Agreement will shall continue. Payments shall be made in the manner, amount, and timing prescribed by this Agreement, with reasonable provision for verification, directly to the Ceding Company Reinsured or its conservator, domiciliary liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Reinsured without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will give Reinsured has failed to pay all or a portion of any claim. b. For purposes of paragraph a. above, the Reinsurer and the Reinsured shall consider any balance due and unpaid, whether on account of premiums, allowances, losses or claims expenses, to be mutual debts or credits under this Agreement and will offset, if permitted under the applicable law. Only the balance will be considered in determining the liability of the Reinsurer. c. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association shall give written notice to the Reinsurer of the pendency of a claim against involving the Ceding Company Reinsured indicating which of the policies would involve possible liability on any Annuity the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency conservation, liquidation, receivership or other proceeding. . d. During the pendency of any such claim, the Reinsurer may investigate such claim the same and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Reinsured, to its policyholder, or its conservator, to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. e. This reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which This reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer CNA on the basis of the liability of the Ceding Company IGF under the Annuities Policy or Policies reinsured without diminution diminution, because of the insolvency of the Ceding Company. The conservatorIGF, to IGF or its liquidator, receiver, or statutory successor. In the event of insolvency of IGF, the liquidator or receiver or statutory successor of the Ceding Company will IGF shall give the Reinsurer written notice to CNA of the pendency of a claim filed against IGF on the Ceding Company on any Annuity Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer claim CNA may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company IGF or its conservatorliquidator or receiver or statutory successor. The expenses thus incurred by CNA shall be chargeable, subject to court approval, against IGF as part of the expense of liquidation to the extent of a proportionate share of the benefits which may accrue to IGF solely as a result of the defense so undertaken by CNA. Should IGF go into liquidation or should a receiver be appointed, CNA shall be entitled to deduct from any sums which may be or may become due to IGF under this reinsurance Agreement, any sums which are due to CNA by IGF under this Agreement and which are payable at a fixed or stated date, as well as any other sums due to CNA which are permitted to be offset under applicable law. It is further understood and agreed that, in the event of the insolvency of IGF, the reinsurance under this Agreement shall be payable directly by CNA to IGF or to its liquidator, receiver or statutory successor, except a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of IGF and b) where CNA with the consent of the direct insured or insureds has assumed such policy obligations of IGF as direct obligations of CNA to the payees under such policies and in substitution for the obligations of IGF to such payees. In no event shall anyone other than the parties to this Agreement or, in the event of IGF's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency1. If Cedent becomes insolvent, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf all of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments reinsurance due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement Cedent will be made paid in full directly to the Ceding Company Cedent or its conservator, liquidator, Cedent's liquidator (receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer ) on the basis of the Cedent's liability of the Ceding Company under the Annuities policy or policies reinsured, without diminution because of Cedent's insolvency. 2. If Cedent becomes insolvent, the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a pending claim against the Ceding Company on any Annuity Cedent for insurance reinsured under this Agreement within a reasonable time after such the claim is filed in the insolvency proceeding. During the pendency of any such claiminsolvency proceedings where the claim is to be settled, the Reinsurer may investigate such this pending claim and interpose in the Ceding Company’s name (Cedent's or in the name of the Ceding Company’s conservatorCedent's liquidator's, liquidator, receiver receiver's or statutory successor)'s name, in the proceeding where such claim is to be adjudicatedbut at Reinsurer's own expense, any defense or defenses which the Reinsurer may deem believe available to the Ceding Company Cedent or its conservator, Cedent's liquidator, receiver or statutory successor. 3. The expenses incurred by Reinsurer will be chargeable, subject to court approval, against Cedent as part of the expense of liquidation, to the extent of the proportionate share of the benefit that may accrue to Cedent solely as a result of the defense undertaken by Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose a defense or defenses to this claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by Cedent. 4. In the event of Reinsurer's insolvency, as determined by the department of insurance responsible for such determination, all reinsurance ceded under this Agreement may be recaptured immediately by Cedent without penalty effective as of the day prior to the earlier of Reinsurer's becoming insolvent or the date of such determination by the said department of insurance. 5. Where two or more reinsurers are members of a pool of reinsurers established hereby, the insolvency of one reinsurer shall not be deemed to abrogate this Agreement with respect to the other reinsurers.

Insolvency. InsolvencyA. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In in the event of the Ceding Company’s 's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of reinsurance afforded by this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance Contract will be payable by the Reinsurer on the basis of the Company's liability of the Ceding Company under the Annuities Policy without diminution because of the Company's insolvency of the Ceding Company. The conservatoror because its receiver, liquidator, receiver conservator, or statutory successor has failed to pay all or a portion of any claims, subject however to the right of the Ceding Reinsurer to offset against such funds due hereunder, any sums that may be payable to them by said insolvent Company in accordance with Applicable Law. The reinsurance will be payable by the Reinsurer directly to the Company, or to its receiver, liquidator, conservator, or statutory successor except (1) where this Contract specifically provides for another payee of such reinsurance in the event of the Company's insolvency or (2) where the Reinsurer, with the consent of the Original Insured, has assumed such Policy obligations of the Company as direct obligations of itself to the payee under such Policy in substitution for the Company's obligation to such payee. B. The Company's receiver, liquidator, conservator, or statutory successor will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity under the Policy within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such said claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such the claim is to be adjudicated, at its own expense, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Company, or to its conservatorreceiver, liquidator, receiver conservator, or statutory successor. The expense thus incurred by the Reinsurer will be chargeable against the Company, subject to court approval, as part of the expense of conservation or liquidation to the extent that such proportionate share of the benefit will accrue to the Company solely as a result of the defense undertaken by the Reinsurer. C. The provisions of Article 23 - ALTERNATE PAYEE are intended to take precedence over this Article. This Article shall apply to the extent the Reinsurer has any liability to the Company, or to its receiver, liquidator, or statutory successor, after the operation of Article 23 - ALTERNATE PAYEE. D. This Article and the Applicable Law in the Insurer’s Jurisdiction will apply in the event of the insolvency of the Company. In the event of a conflict between any provision of this Article and the Applicable Law in the Insurer’s Jurisdiction, the Applicable Law in the Insurer’s Jurisdiction will prevail.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed the Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under the Reinsurance Contract and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which This reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Policy or Policies reinsured without diminution diminution, because of the insolvency of the Ceding Company. The conservator, to the Company or its liquidator, receiver, or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim filed against the Ceding Company on any Annuity the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservatorliquidator or receiver or statutory successor. The expenses thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefits which may accrue to the Company solely as a result of the defense so undertaken by the Reinsurer. Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company under this reinsurance Contract, any sums which are due to the Reinsurer by the Company under this Contract and which are payable at a fixed or stated date, as well as any other sums due to the Reinsurer which are permitted to be offset under applicable law. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. In no event shall anyone other than the parties to this Contract or, in the event of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. InsolvencyA. The portion of any risk or obligation assumed by the Reinsurer, for purposes of this Articlewhen such portion is ascertained, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or shall be payable on behalf demand of the Ceding CompanyCompany at the same time as the Company shall pay its net retained portion of such risk or obligation, (b) any assignment with reasonable provision for verification before payment, and the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer Reinsurer, on the basis of the liability of the Ceding Company under the Annuities policy or policies reinsured without diminution because of the insolvency of the Ceding Company. The conservator. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. C. It is agreed, however, that the liquidator or receiver or statutory successor of the Ceding Company insolvent Company(ies) will give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company insolvent Company(ies) on any Annuity the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During proceeding and that during the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company Company(ies) or its conservator, liquidator, liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the insolvency of a Ceding Company’s insolvency, any payments due the this reinsurance as to Insurance Contracts issued by such Ceding Company from the Reinsurer pursuant to the terms of this Agreement will shall be made payable directly to the such Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability amount of the Ceding Company under claims allowed in the Annuities insolvency proceeding without diminution because of the insolvency of such Ceding Company or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of the such Ceding Company will give has failed or is unable to pay all or a portion of a claim, except where (a) this Agreement specifically provides another payee of such reinsurance in the event of such Ceding Company’s insolvency, provided that this exception shall only apply to the extent that the reinsurance proceeds due such payee are actually paid by the Reinsurer, or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of such Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in full and complete substitution for the obligations of such Ceding Company to such payees. It is agreed, however, that the liquidator, receiver, conservator or statutory successor shall give written notice to the Reinsurer of the pendency of a claim against the such Ceding Company indicating the Subject Policy which involves a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership and that, during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the such Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expenses thus incurred by the Reinsurer shall be chargeable, subject to the Court’s approval, against such Ceding Company as part of the expense of the conservation or liquidation to the extent of a pro rata share of the benefit that may accrue to such Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency, for purposes A. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding CompanyCEDING COMPANY, (b) any assignment for all reinsurance payments due under this Agreement from the benefit of creditors, REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the CEDING COMPANY or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the REINSURER’S liability of to the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company CEDING COMPANY has failed to pay all or a portion of any claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, 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 pendency expense of liquidation to the extent of a claim against proportionate share of the Ceding Company on any Annuity within benefit that may accrue to the CEDING COMPANY solely as a reasonable time after such claim is filed result of the defense undertaken by the REINSURER. Where two or more REINSURERS are participating in the insolvency proceeding. During the pendency of same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the Reinsurer may investigate such claim and interpose expense will be apportioned in accordance with the Ceding Company’s name (or in the name terms of the Ceding Company’s conservatorreinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor). The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, in unpaid GMDB CLAIMS and other amounts due the proceeding where CEDING COMPANY on such claim is to be adjudicatedreinsurance, any defense or defenses which at the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.date of recapture. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ACE Tempest GMDB 16

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which This reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on and the basis of the liability of the Ceding Company under the Annuities Policy or Policies reinsured without diminution diminution, because of the insolvency of the Ceding Company. The conservator, to the Company or its liquidator, receiver, or statutory successor. In the event of insolvency of the Company, the liquidator or receiver or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim filed against the Ceding Company on any Annuity the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservatorliquidator or receiver or statutory successor. The expenses thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of liquidation to the extent of a proportionate share of the benefits, which may accrue to the Company solely as a result of the defense so undertaken by the Reinsurer. Should the Company go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company any sums which are due to the Reinsurer by the Company and which are payable at a fixed or stated date under this Agreement, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor except a) where this Agreement specifically provides another payee or such reinsurance in the event of the insolvency of the Company or b) where the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Company to such payees. In no event shall anyone other than the parties to this Agreement or, in the event of the Company's insolvency, its liquidator, receiver, or statutory successor, have any rights under this Agreement.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencydeclared insolvency of the Reinsured, any payments due and the Ceding Company from appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsurer pursuant to the terms of Reinsured, this Agreement will reinsurance shall be made payable immediately upon demand, with reasonable provision for verification, directly to the Ceding Company Reinsured or its conservator, domiciliary liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under Reinsured as a result of claims allowed against the Annuities Reinsured by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured shall give written notice to the Reinsurer written notice of the pendency of a claim against involving the Ceding Company Reinsured indicating which of the policies would involve possible liability on any Annuity the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency conservation, liquidation, receivership or other proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim the same and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Reinsured, to its policyholder, or to any liquidator, receiver or statutory successor of the Reinsured. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense on conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law. Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either the Ceding Company Company, or its conservator, liquidator, receiver or statutory successor, or the Reinsurer with respect to this Agreement and any other agreements between the Ceding Company, or its liquidator, receiver or statutory successor and the Reinsurer are deemed to be mutual debts and credits and shall be set off and only the net balance shall be paid.

Insolvency. Insolvency, for purposes In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of claims filed and allowed in the liability of the Ceding Company liquidation proceeding under the Annuities Reinsured Policies without diminution because of the insolvency of the Ceding Company, either directly to the Ceding Company or to its domiciliary liquidator or receiver, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company’s obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. The conservatorIt is understood, liquidatorhowever, that in the event of the insolvency of the Ceding Company, the liquidator or receiver or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim any impending Claim against the Ceding Company on any Annuity a Reinsured Policy within a reasonable period of time after such claim Claim is filed in the insolvency proceeding. During proceedings and that during the pendency of any such claim, Claim the Reinsurer may may, at its own expense, investigate such claim Claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)interpose, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, liquidator or receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer 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 which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency, for purposes A. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding CompanyCEDING COMPANY, (b) any assignment for all reinsurance payments due under this Agreement from the benefit of creditors, REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the CEDING COMPANY or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the REINSURER’S liability of to the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company CEDING COMPANY has failed to pay all or a portion of any claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, 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 pendency expense of liquidation to the extent of a claim against proportionate share of the Ceding Company on any Annuity within benefit that may accrue to the CEDING COMPANY solely as a reasonable time after such claim is filed result of the defense undertaken by the REINSURER. Where two or more REINSURERS are participating in the insolvency proceeding. During the pendency of same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the Reinsurer may investigate such claim and interpose expense will be apportioned in accordance with the Ceding Company’s name (or in the name terms of the Ceding Company’s conservatorreinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor). The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, in unpaid REINSURED CLAIMS and other amounts due the proceeding where CEDING COMPANY on such claim is to be adjudicatedreinsurance, any defense or defenses which at the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.date of recapture. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ACE Tempest EEB 17

Insolvency. InsolvencyA. A party to this AGREEMENT will be deemed “insolvent” when it: 1. Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of this Article, is defined its properties or assets; or 2. Is adjudicated as bankrupt or insolvent; or 3. Files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization or involuntary petition for liquidation an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or 4. Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit party’s domicile. B. In the event of creditors, or (c) the insolvency of the CEDING COMPANY and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor to conserve on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or administer the Ceding Company properties by any conservator, liquidator, or assets. In the event statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due claims. Payments by the Ceding Company from the Reinsurer pursuant to the terms of REINSURER as set forth in this Agreement will subdivision shall be made directly to the Ceding Company CEDING COMPANY or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance REINSURER will be payable 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 Reinsurer on CEDING COMPANY as to the basis reinsured policies or for any damages owed by the CEDING COMPANY as a result of issuance of any of the liability policies. C. In the event of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The CEDING COMPANY, the conservator, liquidator, receiver or statutory successor of the Ceding Company will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimpending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver liquidator 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 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 the reinsurance AGREEMENT as though such expense had been incurred by the CEDING COMPANY. D. In the event of the insolvency of the REINSURER, the CEDING COMPANY may cancel this AGREEMENT for new business by promptly providing the REINSURER or its Authorized Representative with written notice of cancellation, to be effective as of the date on which the REINSURER’s insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the AGREEMENT would not apply under such circumstances.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the Cedent, any payments due the Ceding Company from amounts payable hereunder shall be paid by the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company Cedent or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer domiciliary liquidator on the basis of the liability of the Ceding Company Cedent under the Annuities Reinsured Contracts without diminution because of such insolvency or because such liquidator has failed to pay any or a portion of any ceded benefit claims under Reinsured Contracts. B. In any such event, the insolvency domiciliary liquidator of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will Cedent shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company Cedent on any Annuity a Reinsured Contract within a reasonable time after each such claim is filed in the insolvency proceeding. . C. During the pendency of any such claim, claim the Reinsurer may may, at its own expense, investigate such claim and interpose in the Ceding Company’s name (proceeding in which such claim is to be adjudicated any defense or defenses that the Reinsurer may reasonably deem available to the Cedent or its domiciliary liquidator. The expenses incurred in connection therewith by the Reinsurer shall be chargeable, subject to court approval, against the Cedent as part of the expense of such insolvency to the extent of a proportionate share of any benefit that accrues to the Cedent solely as a result of the defense or defenses undertaken by the Reinsurer. When 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the Cedent. D. In the event of the insolvency of the Reinsurer, the liability of the Reinsurer hereunder shall continue with respect to cessions that occurred prior to the date of the insolvency and the Cedent shall have a security interest in any and all sums held by or under deposit in the name of the Ceding Company’s Reinsurer for the benefit of the Cedent. The provisions of Article XX notwithstanding, the Cedent may, at its option, immediately terminate this Agreement as to future cessions as of the date of the insolvency by written notice to the Reinsurer or to its domiciliary liquidator, as applicable, and any required waiting period shall be waived. E. A party to this Agreement shall be deemed insolvent when it: 1. applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator, receiver liquidator or statutory successor), in the proceeding where such claim is to be adjudicated, any defense successor of its properties or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.assets;

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) Notwithstanding any other provision herein to the filing of a voluntary or involuntary petition for liquidation by or on behalf contrary, in the event of the insolvency, liquidation, rehabilitation, reorganization or receivership of Ceding Company, (b) any assignment for the benefit of creditors, Company or (c) the appointment of a conservator, liquidator, receiverrehabilitator, receiver or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms reinsurance provided under Article IV of this Agreement will shall be made payable by Reinsurer directly to the Ceding Company or its conservatorliquidator, liquidatorrehabilitator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company for the Reinsured Liabilities under the Annuities Annuity Contracts, without diminution because of the insolvency insolvency, liquidation, rehabilitation, reorganization or appointment of a receiver or because of the failure by the liquidator, rehabilitator, receiver or statutory successor to pay all or any portion of any claim. To the extent permitted by Applicable Law, the obligations of Ceding Company. The conservatorCompany as set forth in this Agreement shall remain unimpaired and unaffected by the insolvency, liquidation, rehabilitation, reorganization or appointment of a receiver and shall be assumed by the liquidator, rehabilitator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency liquidation, rehabilitation, reorganization or receivership proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Payment made directly to a Contract Owner or other creditor shall not diminish Reinsurer’s obligation to Ceding Company’s name estate except when either of the following applies: (i) this Agreement or other written agreement specifically provides for another payee of the reinsurance in the name event of the Ceding Company’s conservatorinsolvency, liquidatorliquidation, receiver rehabilitation or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the reorganization of Ceding Company or its conservator(ii) Reinsurer, liquidatorwith the consent of the relevant Contract Owner, receiver or statutory successorhas assumed the policy obligations of Ceding Company as direct obligations of Reinsurer to the payees under the Annuity Contracts and in substitution for the obligations of Ceding Company to the payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) This Article shall apply severally to each company included in the filing definition of a voluntary or involuntary petition for liquidation by or on behalf “Ceding Insurer”. Further, this Article and the laws of the Ceding Company, (b) applicable domiciliary state shall apply in the event of the insolvency of any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetscompany covered hereunder. In the event of a conflict between any provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. (b) In the event of the insolvency of the Ceding Company’s insolvencyInsurer, this reinsurance (or the portion of any payments due risk or obligation assumed by the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will Reinsurer, if required by applicable law) shall be made payable directly to the Ceding Company Insurer, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer either: (1) on the basis of the liability of the Ceding Company under Insurer, or (2) on the Annuities basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute, without diminution because of the insolvency of the Ceding Company. The conservator, Insurer or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Insurer has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Insurer shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company Insurer that might become a liability on any Annuity the part of the Reinsurer under this Reinsurance Agreement within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Insurer or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Insurer as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit that may accrue to the Ceding Insurer solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency, for purposes A. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding CompanyCEDING COMPANY, (b) any assignment for all reinsurance payments due under this Agreement from the benefit of creditors, REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the CEDING COMPANY or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the REINSURER’S liability of to the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company CEDING COMPANY has failed to pay all or a portion of any claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, 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 pendency expense of liquidation to the extent of a claim against proportionate share of the Ceding Company on any Annuity within benefit that may accrue to the CEDING COMPANY solely as a reasonable time after such claim is filed result of the defense undertaken by the REINSURER. Where two or more REINSURERS are participating in the insolvency proceeding. During the pendency of same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the Reinsurer may investigate such claim and interpose expense will be apportioned in accordance with the Ceding Company’s name (or in the name terms of the Ceding Company’s conservatorreinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor). The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, in unpaid ADJUSTED GMIB CLAIMS and other amounts due the proceeding where CEDING COMPANY on such claim is to be adjudicatedreinsurance, any defense or defenses which at the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.date of recapture. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ACE Tempest GMIB 16

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Companydeclared insolvency of the Reinsured, (b) any assignment for the benefit of creditors, or (c) and the appointment of a conservatordomiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Reinsured without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer written notice of the pendency of a claim against involving the Ceding Company Reinsured indicating which of the underlying insurance contracts would involve possible liability on any Annuity the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency conservation, liquidation, receivership or other proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim the same and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Reinsured, to its contract owner, or its conservator, to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. Insolvency, for purposes of this Article, is defined (This Article shall be deemed to be: (a) read as required to meet the filing of a voluntary or involuntary petition for liquidation by or on behalf statutory insolvency clause requirements of the Ceding Company, (b) any assignment for .) A. In the benefit event of creditors, insolvency or (c) the appointment of a conservator, liquidator, receiveror statutory successor of the Company, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent Company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company having authority to conserve allow such claims, without diminution because of that insolvency, or administer because the Ceding conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. B. Payments by the Reinsurer as above set forth shall be made directly to the Company properties or assets. to its conservator, liquidator, or statutory successor, except where this Contract specifically provides another payee of such reinsurance or except as provided by applicable law and regulation (such as subsection (a) of section 4118 of the New York Insurance Laws) in the event of the insolvency of the Company. C. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding insolvent Company on any Annuity the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During proceeding and during the pendency of such claim any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable subject to court approval against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. D. Where two (2) or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the Company.

Insolvency. InsolvencyA. A party to this Agreement will be deemed insolvent when it: a. Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor ("Authorized Representative") of this Article, is defined its properties or assets; or b. Is adjudicated as bankrupt or insolvent; or c. Files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization or involuntary petition for liquidation an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or d. Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. party's domicile. B. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its Authorized Representative without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor CEDING COMPANY. C. In the event of insolvency of the Ceding Company will give CEDING COMPANY, the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity Authorized Representative will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservatorAuthorized Representative. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one hundred and eighty (180) days past due at the date of the court order of liquidation. E. In the event of insolvency of the REINSURER, the provisions of Article IX notwithstanding, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. Insolvency, for purposes The amount recoverable by a liquidator of this Article, is defined the Company from the Reinsurer may not be reduced as a result of delinquency proceedings with respect to bethe Company. Payment made directly to an insured or other creditor does not diminish the Reinsurer’s obligation hereunder except: (a1) the filing of a voluntary or involuntary petition where this Agreement specifically provides for liquidation by or on behalf another payee of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In reinsurance in the event of the Ceding Company’s insolvencyinsolvency of the ceding insurer; or (2) where the Reinsurer, any payments due with the Ceding consent of the direct insured, has assumed the policy obligations of the Company from as direct obligations of the Reinsurer pursuant to the terms payees under a Reinsured Policy and in substitution for the obligations of this Agreement will be made directly the Company to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fundpayees. The reinsurance will be hereunder is payable under the Reinsured Policies reinsured by the Reinsurer on the basis of reported claims allowed in the liability of the Ceding Company under the Annuities liquidation proceedings, subject to court approval, without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor In the event of an insolvency of the Ceding Company, the domiciliary liquidator of the Company will give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity a Reinsured Policy reinsured hereunder within a reasonable time after such the claim is filed in the insolvency liquidation proceeding. During the pendency of any such the claim, the Reinsurer may investigate such the claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor), at its own expense in the proceeding where such the claim is to be adjudicated, any defense or defenses which the Reinsurer may deem it considers available to the Ceding Company or its conservatorliquidator. This expense is chargeable, liquidatorsubject to court approval, receiver against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or statutory successormore assuming insurers are involved in the same claim and a majority in interest elect to interpose a defense to the claim, the expense must be apportioned in accordance with the terms of this Agreement as though the expense had been incurred by the Company.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s 's insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities annuities reinsured without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s 's name (or in the name of the Ceding Company’s 's conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Ceding Company as a part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. In the event of the Reinsurer's insolvency, this treaty will terminate, and the terminal accounting and settlement described in Article IX will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding Company will be payable without diminution because of the insolvency of the Reinsurer. The conservator, liquidator, receiver or statutory successor of the Reinsurer will give the Ceding Company written notice of the pendency of a claim against the Reinsurer on any annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) A. This Article 30 and the filing of a voluntary or involuntary petition for liquidation by or on behalf laws of the Ceding Company, (b) any assignment for domiciliary state shall apply in the benefit event of creditors, or (c) the appointment insolvency of a conservator, liquidator, receiver, or statutory successor either party to conserve or administer the Ceding Company properties or assetsthis Agreement. In the event of a conflict between provision of this Article and the laws of the domiciliary state of any company covered hereunder, that domiciliary state’s laws shall prevail. B. In the event of the insolvency of the Ceding Company’s insolvencyInsurer, this reinsurance (or the portion of any payments due risk or obligation assumed by the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will Reinsurer, if required by applicable law) shall be made payable directly to the Ceding Company Insurer, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer either: (i) on the basis of the liability of the Ceding Company under Insurer, or (ii) on the Annuities basis of claims filed and allowed in the liquidation proceeding, whichever may be required by applicable statute without diminution because of the insolvency of the Ceding Company. The conservator, Insurer or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Insurer has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Insurer shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company Insurer indicating the Policy reinsured, which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Insurer or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Insurer as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit that may accrue to the Ceding Insurer solely as a result of the defense undertaken by the Reinsurer. C. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Insurer. D. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Ceding Insurer or to its liquidator, receiver, conservator or statutory successor, except (i) where the Agreement specifically provides another payee in the event of the insolvency of the Ceding Insurer, and (ii) where the Reinsurer, with any consent required by any insurance regulatory body and the direct insured or insureds, has assumed such Policy obligations of the Ceding Insurer as direct obligations of the Reinsurer to the payees under such Policies and in substitution for the obligations of the Ceding Insurer to such payees. In that event only, and if the Ceding Insurer is entirely released from its obligations under such Policies, the Reinsurer shall pay any loss directly to payees under such Policies.

Insolvency. Insolvency, for purposes 16.01 In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding Company, (b) this reinsurance shall be payable directly to the Company or to its liquidator, receiver, conservator or statutory successor on the basis of the liability of the Company without diminution because of the insolvency of the Company or because the liquidator, receiver, conservator or statutory successor of the Company has failed to pay all or a portion of any assignment for claims. Payments by the benefit of creditors, Reinsurer as set forth in this Section shall be made directly to the Company or (c) the appointment of a to its conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In successor, except where this Agreement specifically provides another payee of such reinsurance in the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservatorUnder no circumstances shall the Reinsurer’s liability hereunder be accelerated or enlarged by the insolvency of the Company. 16.02 It is agreed, however, that the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time thirty (30) days after such claim is filed in the insolvency proceeding. During insolvency, conservation or liquidated proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim claims and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company or its conservatorliquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. 16.03 Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though the Company had incurred such expense. 16.04 It is further understood and agreed that, in the event of the insolvency of the Company, the reinsurance under this Agreement shall be payable directly by the Reinsurer to the Company or to its liquidator, receiver or statutory successor, except (i) as provided by applicable law, (ii) where the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and (iii) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligation of the Company to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 9.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit insolvency of creditors, or (c) either party and the appointment of a conservator, liquidator, receiveror statutory successor, any payment due to the insolvent party shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the insolvent party by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to conserve allow such claims, without diminution because of that insolvency, or administer because the Ceding Company properties conservator, liquidator, or assetsstatutory successor has failed to pay all or a portion of any claims. Payments by the solvent party as set forth in this Section shall be made directly to the insolvent party or to its conservator, liquidator, or statutory successor, except where the contract of insurance specifically provides another payee of such insurance in the event of insolvency. 9.02 In the event of the Ceding CompanyReinsured’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company Reinsured on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company Reinsured or its conservator, liquidator, receiver or statutory successor. 9.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Reinsured as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Reinsured in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Reinsured.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding insolvency of the Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company, or to its liquidator, receiver, conservator or statutory successor (except where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees) on the basis of the liability of the Ceding Company under the Annuities claim or claims allowed by such liquidator, receiver, conservator or statutory successor without diminution because of the insolvency of the Ceding Company. The conservator, Company or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company indicating the policy reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that they may deem available to the Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable subject to the approval of the court against the Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. When two or more Reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expenses shall be apportioned in accordance with the terms of the reinsurance Agreement as though such expense had been incurred by the Company.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of insolvency of the Ceding Company’s insolvencyCEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured, directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the reinsurance agreement as though such expenses had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or the CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. If either the REINSURER or the CEDING COMPANY is under formal insolvency proceedings, this right of offset shall be subject to the laws of the state exercising primary jurisdiction over such proceedings.

Insolvency. Insolvency1. In the event of insolvency of either the Ceding Company or Reinsurer, for purposes any debits or credits due the other party, whether matured or unmatured, under this agreement, which exist on the date of this Article, is defined to be: (a) the filing entry of a voluntary receivership or involuntary petition for liquidation by order, shall be deemed mutual debits or on behalf credits as the case may be and shall be offset and only the balance shall be allowed or paid. 2. In the event of insolvency of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event reinsurance hereunder of the Ceding Company’s insolvency, any payments due the Ceding Company from the GMDB benefit shall be payable by Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Contracts reinsured without diminution because of the insolvency of the Ceding Company. 3. The conservatorIn the event of insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of any pending claim and Reinsurer may, at its own expense, investigate the pendency of a claim against and interpose any defense which it deems appropriate to the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, its liquidator, receiver or statutory successor). If the Ceding Company benefits from the defense by Reinsurer, in an equitable share of the proceeding where such claim is to be adjudicated, any defense or defenses which expenses incurred by the Reinsurer may deem available will be chargeable to the Ceding Company as part of the expense of liquidation. 4. The Reinsurer's liability will not increase as a result of the insolvency of the Ceding Company. 5. In the event of the insolvency of Reinsurer as determined by the Illinois Department of Insurance, the liability of Reinsurer shall not terminate but shall continue with respect to the reinsurance ceded to Reinsurer by the ceding company prior to the date of such insolvency, and the Ceding Company shall have a security interest in any and all sums held by or under deposit in the name of Reinsurer. 6. If the event in paragraph above occurs, Reinsurer shall have the right within [number (#)] days notice period to transfer all new and existing reinsurance ceded and all rights and obligations under this Agreement to another reinsurer, subject to approval of the reinsurer by the Ceding Company, and upon terms and conditions acceptable to the Ceding Company. The Ceding Company shall not withhold its conservatorapproval unreasonably and it is understood that the terms and conditions of this Agreement shall be acceptable to the Ceding Company for purposes of such transfer. In the event that Reinsurer is unable to effect such transfer, liquidator, receiver or statutory successorupon expiration of the applicable notice period all new and existing reinsurance ceded under this Agreement shall terminate and be recaptured by the Ceding Company.

Insolvency. InsolvencyWhere an Insolvency Event (as defined below) occurs in relation to the Reinsured the following terms shall apply (and, in the event of any inconsistency between these terms and any other terms of this Treaty, the following terms shall prevail): (1) Notwithstanding any requirement in this Treaty that the Reinsured shall actually make payment in discharge of its liability to its policyholders before becoming entitled to payment from the Reinsurer: (a) the Reinsurer shall be liable to pay the Reinsured even though the Reinsured is unable actually to pay, or discharge its liability to, its policyholders, but (b) nothing in this clause shall operate to accelerate the date for payment by the Reinsurer of any sum which may be payable to the Reinsured, which sum shall only become payable as and when the Reinsured would have discharged, by actual payment, its liability for its then current net loss but for the Reinsured being the subject of any Insolvency Event. (2) The existence, quantum, valuation and date for payment of any sum which the Reinsurer is liable to pay the Reinsured under this Treaty shall be those and only those for which the Reinsurer would be liable to the Reinsured if the liability of the Reinsured to its policyholders had been determined without reference to any term in any composition or scheme of arrangement or any similar such arrangement, entered into between the Reinsured and its policyholders, unless and until the Reinsurer serves written notice to the contrary on the Reinsured in relation to any composition or scheme of arrangement. (3) The Reinsurer shall be entitled (but not obliged) to set-off, against any sum which it may be liable to pay the Reinsured, any sum for which the Reinsured is liable to pay the Reinsurer. For the purposes of this Article, an “Insolvency Event” shall occur if: (i) (in relation to (1), (2) and (3) above) a winding-up petition is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf presented in respect of the Ceding CompanyReinsured or a provisional liquidator is appointed over it or if the Reinsured goes into administration, administrative receivership or receivership or if the Reinsured has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or (bii) (in relation to (1) above) if the Reinsured goes into compulsory or voluntary liquidation, or, in each case, if the Reinsured becomes subject to any assignment for the benefit of creditors, or other similar insolvency process (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company whether under the Annuities without diminution because laws of the insolvency of the Ceding Company. The conservator, liquidator, receiver England and Wales or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successorelsewhere), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.; and

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. a. In the event of the Ceding Companydeclared insolvency of the Reinsured, and the appointment of a domiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, the Reinsurer’s insolvency, any obligation to make payments due the Ceding Company from the Reinsurer pursuant to the terms of under this Agreement will shall continue. Payments shall be made in the manner, amount, and timing prescribed by this Agreement, with reasonable provision for verification, directly to the Ceding Company Reinsured or its conservator, domiciliary liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Reinsured without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will give Reinsured has failed to pay all or a portion of any claim. b. For purposes of paragraph a. above, the Reinsurer and the Reinsured shall consider any balance due and unpaid, whether on account of premiums, allowances, losses or claims expenses, to be mutual debts or credits under this Agreement and will offset, if permitted under the applicable law. Only the balance will be considered in determining the liability of the Reinsurer. c. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association shall give written notice to the Reinsurer of the pendency of a claim against involving the Ceding Company Reinsured indicating which of the policies would involve possible liability on any Annuity the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency conservation, liquidation, receivership or other proceeding. . d. During the pendency of any such claim, the Reinsurer may investigate such claim the same and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which the Reinsurer FUV-011 – May 1, 2007 9 that it may deem available to the Ceding Company Reinsured, to its policyholder, or its conservator, to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. e. This reinsurance shall be payable directly by the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of the Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of reported claims allowed against the liability of the Ceding Company under the Annuities insolvent Retrocedant by any court in a liquidation proceeding, without diminution because of the insolvency of the Ceding Company. The conservator, Retrocedant or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Retrocedant has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Retrocedant shall give the Reinsurer written notice to the Retrocessionaire of the pendency of a claim against the Ceding Company Retrocedant indicating the Reinsurance Contract reinsured, which claim would involve a possible liability on any Annuity the part of the Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Retrocessionaire shall be chargeable, subject to the approval of the court, against the Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Retrocedant solely as a result of the defense undertaken by the Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Retrocessionaire to the Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of the Retrocedant, or (2) where the Retrocessionaire with the consent of the insured or reinsureds, has assumed such Reinsurance Contract obligations of the Retrocedant as direct obligations of the Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 12.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) 's insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor to conserve or administer on the basis of claims allowed against the Ceding Company properties by any court of competent jurisdiction or assets. In the event by any conservator, liquidator, or statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due the Ceding Company from claims. Payments by the Reinsurer pursuant to the terms of as set forth in this Agreement will Section shall be made directly to the Ceding Company or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association except where the contract of insurance or fund. The reinsurance will be payable by specifically provides another payee of such reinsurance in the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency event of the Ceding Company's insolvency. The Treaty No. 3188-10 Effective 08/01/2002 12.02 In the event of the Ceding Company's insolvency, the conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 12.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Ceding Company. 12.04 In the event of the Reinsurer's insolvency, the Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of its intent. The parties agree to waive the notification period for this cancellation, and the effective date will be no earlier than the effective date of the Reinsurer's insolvency. Upon giving written notice to the Reinsurer, the Ceding Company may also recapture all of the inforce business reinsured by the Reinsurer under this Agreement. In the event the Ceding Company exercises this recapture option, Article 9 Recapture will apply.

Insolvency. Insolvency, for purposes A. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding CompanyCEDING COMPANY, (b) any assignment for all reinsurance under this Agreement will be payable directly by the benefit of creditors, REINSURER to the CEDING COMPANY or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the REINSURER's liability of to the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will give CEDING COMPANY has failed to pay all or a portion of any claim. B. In the Reinsurer written notice event of insolvency of the pendency of a claim against CEDING COMPANY, the Ceding Company on any Annuity liquidator, receiver, or statutory successor will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. During While a claim is pending, the pendency REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, 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 Reinsurer may investigate such claim and interpose expense will be apportioned in accordance with the Ceding Company’s name (or in the name terms of the Ceding Company’s conservatorreinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor). The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, in unearned premiums and other amounts due the proceeding where CEDING COMPANY on such claim is to be adjudicatedreinsurance, any defense or defenses which at the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successordate of recapture.

Insolvency. InsolvencyIn the event of the insolvency, for purposes liquidation or rehabilitation of this Article, is defined to be: (a) the filing Ceding Company or the appointment of a voluntary liquidator, receiver or involuntary petition for liquidation by or on behalf statutory successor of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from reinsurance coverage provided hereunder shall be payable by the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under for the Annuities Policy Liabilities without diminution because of such insolvency, liquidation, rehabilitation or appointment or because such liquidator, receiver or statutory successor has failed to pay any or a portion of any claims. In any such event, the insolvency reinsurance being provided hereunder shall be payable immediately upon demand, with reasonable provision for verification, on the basis of claims allowed against the Ceding CompanyCompany by any court of competent jurisdiction or by any liquidator, receiver or statutory successor. The conservatorIn any such event, the liquidator, receiver or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a each claim against the Ceding Company on any Annuity with respect to such Policy Liabilities within a reasonable time after each such claim is filed in the insolvency insolvency, liquidation or rehabilitation proceeding. During the pendency of any such claimclaims, the Reinsurer may may, at its own expense, investigate such claim and interpose in the Ceding Company’s name (or proceeding in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where which such claim is to be adjudicated, adjudicated any defense or defenses defenses, which the Reinsurer may reasonably deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expenses incurred in connection therewith by the Reinsurer 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 any benefit, which accrues to the Ceding Company, solely as a result of the defense or defenses undertaken by the Reinsurer.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provide another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contract and in substitution for the obligations of Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Companydeclared insolvency of the Reinsured, (b) any assignment for the benefit of creditors, or (c) and the appointment of a conservatordomiciliary liquidator, receiver, conservator or statutory successor for the Reinsured, this reinsurance will be payable immediately upon demand, with reasonable provision for verification, directly to the Reinsured or its domiciliary liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Reinsured without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company Reinsured has failed to pay all or a portion of any claim. Every liquidator, receiver, conservator or statutory successor of the Reinsured or guaranty fund or association will give written notice to the Reinsurer written notice of the pendency of a claim against involving the Ceding Company Reinsured indicating which of the underlying insurance contracts would involve possible liability on any Annuity the part of the Reinsurer to the Reinsured or its domiciliary liquidator, receiver, conservator or statutory successor, within a reasonable amount of time after such the claim is filed in the insolvency conservation, liquidation, receivership or other proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim the same and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such that claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Reinsured, to its contract owner, or its conservator, to any liquidator, receiver or statutory successor of the Reinsured or guaranty fund or association. The expenses thus incurred by the Reinsurer will be chargeable, subject to approval of the applicable court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured as a result of the defense undertaken by the Reinsurer. This reinsurance will be payable directly to the Reinsurer to the Reinsured or to its domiciliary liquidator, receiver, conservator or statutory successor, except as expressly required otherwise by applicable insurance law.

Insolvency. Insolvency, A. A party to this Agreement will be deemed insolvent when it: a. applies for purposes of this Article, is defined or consents to be: (a) the filing appointment of a voluntary receiver, rehabilitator, conservator, liquidator or involuntary statutory successor of its properties or assets; b. is adjudicated as bankrupt or insolvent; c. files or consents to the filings of a petition in bankruptcy, seeks reorganization to avoid insolvency or makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or d. becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the jurisdiction of the party's domicile. B. In the event of the insolvency of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from all reinsurance benefits shall be payable by the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, to the liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by successor of the Reinsurer Ceding Company on the basis of the liability of the Ceding Company under the Annuities policies reinsured without diminution because of the insolvency of the Ceding Company. The conservator. C. In the event of the insolvency of the Ceding Company, the liquidator, receiver receiver, or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity a reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, Company (or its liquidator, receiver receiver, or statutory successor), ) in the proceeding where such claim is to be adjudicated, any defense or defenses which that the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver receiver, or statutory successor. D. The expense thus incurred by the Reinsurer 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 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 shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Ceding Company. E. In the event of the insolvency of the Reinsurer, the Ceding Company may recapture all of the business reinsured by the Reinsurer under this Agreement. Such recapture shall be effective as of the date of the insolvency. Such recapture shall be subject to the payment of a Terminal Accounting and Settlement as described in Article VIII. F. In the event of the insolvency of either party, the insolvent party must notify the other party of its insolvency within thirty (30) days. G. In the event of the insolvency of the Reinsurer, the Ceding Company must notify the Reinsurer (or its liquidator, receiver, or statutory successor) whether or not it is going to recapture the business pursuant to Article XII Paragraph E above within sixty (60) days after being notified of the Reinsurer's insolvency.

Insolvency. InsolvencyA. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS due CEDING COMPANY, after offset for purposes REINSURANCE PREMIUM due REINSURER as described in Article XIV, will be payable directly by REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of this Article, is defined REINSURER'S liability to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf CEDING COMPANY without diminution because of the Ceding Company, (b) any assignment for the benefit insolvency of creditorsCEDING COMPANY, or (c) because the appointment liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a conservatorportion of any claim. B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencywill, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to REINSURER of all pending claims against CEDING COMPANY on any VARIABLE ANNUITY CONTRACTS reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver receiver, or statutory successor. The expense incurred by REINSURER will be chargeable, subject to court approval against CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to CEDING COMPANY solely as a result of the defense undertaken by REINSURER. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by CEDING COMPANY.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets15.1. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms insolvency of this Agreement will be made directly to the Ceding Company or its conservatorsuccessor in interest, this reinsurance shall be payable directly to the Ceding Company, or directly to its liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, Company or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer written notice of the pendency of a the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate investigate, such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 15.2. The Reinsurance shall be payable by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except (a) where the policy specifically provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Company to such payees.

Insolvency. InsolvencyA. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS due CEDING COMPANY, after offset for purposes REINSURANCE PREMIUM due REINSURER as described in Article XIV, will be payable directly by REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of this Article, is defined REINSURER’S liability to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf CEDING COMPANY without diminution because of the Ceding Company, (b) any assignment for the benefit insolvency of creditorsCEDING COMPANY, or (c) because the appointment liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a conservatorportion of any claim. B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencywill, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to REINSURER of all pending claims against CEDING COMPANY on any ANNUITY CONTRACTS reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver receiver, or statutory successor. If CEDING COMPANY benefits from the defense by REINSURER, the expense incurred by REINSURER will be chargeable, subject to court approval against CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to CEDING COMPANY solely as a result of the defense undertaken by REINSURER. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY shall have the right to recapture within 30 days, in accordance with Article III.

Insolvency. Insolvency, for purposes 1. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against on a policy reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. During the pendancy of any such claim, Reinsurer may investigate such claim and interpose in the name of the Ceding Company (its liquidator, receiver or statutory successor), but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which Reinsurer may deem available to the Ceding Company or its liquidator, receiver or statutory successor. 2. In the event of insolvency of the Ceding Company, the liquidator, receiver or statutory successor shall give Reinsurer written notice of the pendency of a claim on any Annuity a policy reinsured hereunder within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, Company (its liquidator, receiver or statutory successor), but at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 3. The expense thus incurred by Reinsurer 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 which may accrue to the Ceding Company solely as a result of the defense undertaken by Reinsurer. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense shall be apportioned in accordance with the terms of the respective reinsurance agreements as though such expense had been incurred by the Ceding Company. 4. In the event of insolvency of the CEDING COMPANY, the arbitration provisions of this agreement shall also be subject to the laws of the State of Colorado.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which This reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company Company(ies) under the Annuities policy or policies reinsured without diminution diminution, because of the insolvency of the Ceding Company. The conservator, to the Company(ies) or its liquidator, receiver, or statutory successor. In the event of insolvency of one or more of the Companies, the liquidator or receiver or statutory successor of the Ceding Company will (ies) shall give written notice to the Reinsurer written notice of the pendency of a claim filed against the Ceding Company Company(ies) on any Annuity the Policy or Policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company Company(ies) or its conservatorliquidator or receiver or statutory successor. The expenses thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefits which may accrue to the Company(ies) solely as a result of the defense so undertaken by the Reinsurer. Should one or more of the Companies go into liquidation or should a receiver be appointed, the Reinsurer shall be entitled to deduct from any sums which may be or may become due to the Company(ies) any sums which are due to the Reinsurer by the Company(ies) and which are payable at a fixed or stated date under this Contract or under the Surety Quota Share Treaty or the Surety Excess of Loss Reinsurance Contract between certain of the parties hereto, to the full extent permitted under the laws of the insolvent party's state of domicile. It is further understood and agreed that, in the event of the insolvency of the Companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the Company(ies) or to its liquidator, receiver or statutory successor except a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the Company(ies) and b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Company(ies) as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company(ies) to such payees. In no event shall anyone other than the parties to this Contract or, in the event of the insolvency of one or more of the Companies, its liquidator, receiver, or statutory successor, have any rights under this Contract.

Insolvency. Insolvency, for purposes For the purpose of this ArticleAgreement, is defined NLV or shall be deemed insolvent when it: a. applies for or consents to be: (a) the filing appointment of a voluntary rehabilitator, conservator, liquidator or involuntary petition for liquidation by statutory successor of its properties or on behalf of the Ceding Company, (b) any assets; or b. makes an assignment for the benefit of its creditors; or c. is adjudicated as bankrupt or insolvent; or d. files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution or liquidation, or (c) similar law or statute; or e. becomes the appointment subject of a conservatoran order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of NLV or , liquidator, receiver, or statutory successor to conserve or administer as the Ceding Company properties or assetscase may be. In the event of the Ceding Company’s insolvencyinsolvency of either NLV or , any payments due amounts owed by NLV to and by to NLV with respect to this agreement shall be offset and only the Ceding Company from balance shall be paid. In the Reinsurer pursuant to event of the terms insolvency of NLV, the reinsurance obligations under this Agreement will shall be made payable by directly to the Ceding Company or NLV, its conservator, liquidator, receiver rehabilitator, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer immediately upon demand, with reasonable provision for verification on the basis of the liability claims allowed against NLV by any court of the Ceding Company under the Annuities competent jurisdiction or by any rehabilitator, conservator, liquidator, or statutory successor having authority to allow such claims without diminution because of the insolvency of NLV, or because the Ceding Companyrehabilitator, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. The In the event of the insolvency of , NLV may cancel this Agreement for new business by promptly providing , its rehabilitator, conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer with written notice of the pendency of cancellation effective the date on which ’s insolvency is established by the authority responsible for such determination. Any requirement for a claim against notification period prior to the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name cancellation of the Ceding Company’s Agreement would not apply under such circumstances. In addition, NLV may provide , its rehabilitator, conservator, liquidator, receiver or statutory successor)successor with 90 days written notice of its intent to recapture, in the proceeding where such claim is at a market value acceptable to be adjudicatedNLV and ’s rehabilitator, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor, all reinsurance in force under this Agreement, except for amounts which retrocedes to another party, regardless of the duration the reinsurance has been in force. The effective date of recapture due to insolvency would be the date on which ’s insolvency is established by the authority responsible for such determination.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets1. In the event of the insolvency of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of reported claims allowed in liquidation proceedings against the Ceding Company under Company, subject to the Annuities Reinsurer’s right of offset provided in Article III, Section 2, and subject to court approval, without diminution because of the insolvency of the Ceding Company. The conservatorPayments shall be made directly to the Ceding Company or its domiciliary liquidator, except as provided in I.C. 27-9-3-30.1 or any successor thereto. 2. In the event of the insolvency of the Ceding Company, the domiciliary liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim on a Contract made against the Ceding Company on any Annuity Reinsurer within a reasonable time after such claim is filed in the insolvency liquidation proceeding. During the pendency of any such the claim, the Reinsurer may investigate such the claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicatedadjudicated at its own expense, any defense or defenses which that the Reinsurer may deem considers available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 3. A proportionate share of the expense thus incurred by the Reinsurer shall be charged, subject to court approval, against the Ceding Company as part of the expense of liquidation, commensurate with the benefit which may accrue to the Ceding Company as a result of the defense undertaken by the Reinsurer. 4. The Reinsurer’s liability will not increase as a result of the insolvency of the Ceding Company. 5. In the event of the insolvency of the Reinsurer, the liability of the Reinsurer shall not terminate but shall continue with respect to the reinsurance ceded to the Reinsurer by the Ceding Company prior to the date of such insolvency, and the Ceding Company shall continue to have a security interest in any and all sums held by or under deposit in the name of the Reinsurer.

Insolvency. InsolvencyA. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS and EEB CLAIMS due CEDING COMPANY, after offset for purposes REINSURANCE PREMIUM due REINSURER as described in Article XIV, will be payable directly by REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of this Article, is defined REINSURER’S liability to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf CEDING COMPANY without diminution because of the Ceding Company, (b) any assignment for the benefit insolvency of creditorsCEDING COMPANY, or (c) because the appointment liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a conservatorportion of any claim. B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencywill, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to REINSURER of all pending claims against CEDING COMPANY on any ANNUITY CONTRACTS reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver receiver, or statutory successor. The expense incurred by REINSURER will be chargeable, subject to court approval against CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to CEDING COMPANY solely as a result of the defense undertaken by REINSURER. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by CEDING COMPANY.

Insolvency. InsolvencyA. The portion of any risk or obligation assumed by the Reinsurer, for purposes of this Articlewhen such portion is ascertained, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or shall be payable on behalf demand of the Ceding Company, (b) any assignment for Company at the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer same time as the Ceding Company properties shall pay its net retained portion of such risk or assets. In obligation, and the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Policies without diminution because of the insolvency of the Ceding Company. The In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the insolvent Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against any obligation of the insolvent Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its liquidator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expenses of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. C. In the event of the Reinsurer's insolvency, any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company CEDING COMPANY, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor immediately upon demand on the basis of the liability of the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will CEDING COMPANY has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the CEDING COMPANY shall give the Reinsurer written notice to the REINSURER of the pendency of a claim against the Ceding Company CEDING COMPANY which would involve a possible liability on any Annuity the part of the REINSURER, indicating the policy or bond reinsured, within a reasonable time after such claim is filed in the insolvency proceedingconservation or liquidation proceeding or in the receivership. During It is further agreed that during the pendency of any such claim, claim the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company CEDING COMPANY or its liquidator, receiver, conservator, liquidator, receiver or statutory successor. The expense thus incurred by the REINSURER shall be chargeable, subject to the approval of the Court, against the CEDING COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER. B. Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the CEDING COMPANY. C. The reinsurance shall be payable by the REINSURER to the CEDING COMPANY or to its liquidator, receiver, conservator, or statutory successor, except where the REINSURER with the consent of the direct insured or insureds has voluntarily assumed such policy obligations of the CEDING COMPANY as direct obligations of the REINSURER to the payees under such policies and in substitution for the obligations of the CEDING COMPANY to the payees. [redacted]

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund1. The portion of any risk or obligation assumed by ALLSTATE, when such portion is ascertained, shall be payable on demand of GLENBROOK at the same time as GLENBROOK shall pay its net retained portion of such risk or obligation, and the reinsurance will shall be payable by the Reinsurer ALLSTATE on the basis of the liability of the Ceding Company GLENBROOK under the Annuities contract or contracts reinsured under this Agreement without diminution because of the insolvency of GLENBROOK. In the Ceding Company. The event of insolvency and the appointment of a conservator, liquidator or statutory successor of GLENBROOK, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against GLENBROOK by any court of competent jurisdiction or, by any conservator, liquidator, or statutory successor of GLENBROOK having authority to allow such claims, without diminution because of such insolvency or because such conservator, liqidator or statutory successor has failed to pay all or a portion of any claims. Payments by ALLSTATE as above set forth shall be made directly to GLENBROOK or its conservator, liquidator or statutory successor. 2. Further, in the event of the insolvency of GLENBROOK, the liquidator, receiver or statutory successor of the Ceding Company will insolvent GLENBROOK shall give the Reinsurer written notice to ALLSTATE of the pendency of a claim against an obligation of the Ceding Company insolvent GLENBROOK on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimPolicy, the Reinsurer whereupon ALLLSTATE may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company GLENBROOK or its conservator, liquidator, receiver liquidator or statutory successor. The expense thus incurred by ALLSTATE shall be chargeable, subject to court approval, against the insolvent GLENBROOK as part of the expenses of liquidation to the extent of a proportionate share of the benefit which may accrue to GLENBROOK solely as a result of the defense undertaken by ALLSTATE.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (aA) On the filing of a voluntary or involuntary petition for liquidation by or on behalf occurrence of the Ceding Companyinsolvency in respect of Retrocedant, (b) any assignment for the benefit of creditorsthis reinsurance shall be payable directly to Retrocedant, or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (B) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (C) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee on the occurrence of an Insolvency Event in respect of Retrocedant, and (ii) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. (D) For the purposes of this Section 16, an Insolvency Event shall occur if: (i) a winding up petition is presented in respect of Retrocedant or a provisional liquidator is appointed over it or if Retrocedant goes into administration, administrative receivership or receivership or if Retrocedant has a scheme of arrangement or voluntary arrangement proposed in relation to all or any part of its affairs; or (ii) Retrocedant goes into compulsory or voluntary liquidation; or, in each case, if Retrocedant becomes subject to any other similar insolvency process (whether under the laws of England and Wales or elsewhere); and (iii) Retrocedant is unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇ (or any statutory amendment or re-enactment of that section).

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 14.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) 's insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor to conserve or administer on the basis of claims allowed against the Ceding Company properties by any court of competent jurisdiction or assets. In the event by any conservator, liquidator, or statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due the Ceding Company from claims. Payments by the Reinsurer pursuant to the terms of as set forth in this Agreement will Section shall be made directly to the Ceding Company or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association except where the contract of insurance or fund. The reinsurance will be payable by specifically provides another payee of such reinsurance in the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency event of the Ceding Company. The 's insolvency. 14.02 In the event of the Ceding Company's insolvency, the conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 14.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Ceding Company.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of one or more of the reinsured companies, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company company or to its conservator, liquidator, receiver receiver, conservator or statutory successorsuccessor immediately upon demand, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer with reasonable provision for verification, on the basis of the liability of the Ceding Company under the Annuities company without diminution because of the insolvency of the Ceding Company. The conservator, company or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the company shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company company indicating the policy or bond reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company company or its conservatorliquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (1) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such bond or policy obligations of the company as direct obligations of the Reinsurer to the payees under such bonds or policies and in substitution for the obligations of the company to such payees.

Insolvency. InsolvencyA. In the event of insolvency of CEDING COMPANY, any net GMDB CLAIMS and EEB CLAIMS due CEDING COMPANY, after offset for purposes REINSURANCE PREMIUMS due REINSURER as described in Article XIV, will be payable directly by REINSURER to CEDING COMPANY or to its liquidator, receiver, conservator or statutory successor on the basis of this Article, is defined REINSURER'S liability to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf CEDING COMPANY without diminution because of the Ceding Company, (b) any assignment for the benefit insolvency of creditorsCEDING COMPANY, or (c) because the appointment liquidator, receiver, conservator or statutory successor of CEDING COMPANY has failed to pay all or a conservatorportion of any claim. B. In the event of insolvency of CEDING COMPANY, the liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencywill, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to REINSURER of all pending claims against CEDING COMPANY on any VARIABLE ANNUITY CONTRACTS reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver receiver, or statutory successor. The expense incurred by REINSURER will be chargeable, subject to court approval against CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to CEDING COMPANY solely as a result of the defense undertaken by REINSURER. Where two or more reinsurers are participating in the same claim and a majority in interest elects to interpose a defense or defenses to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by CEDING COMPANY. C. The reinsurance shall be payable by the Reinsurer to the CEDING COMPANY or to its liquidator, receiver, conservator, or statutory successor, except (a) where this Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the CEDING COMPANY; or (b) where provided otherwise under applicable law. Then, with the prior approval of the applicable regulatory authority, if required, the CEDING COMPANY is entirely released from its obligation and the REINSURER shall pay any loss directly to payees under such original policy.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) In the filing event of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) insolvency and the appointment of a conservator, liquidatorrehabilitator, receiver, liquidator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, the portion of any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company risk or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable obligation assumed by the Reinsurer on hereunder shall be payable, subject to Sections 9.01(a), 9.01(b) and 10.01(b), by the basis of Reinsurer to the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, rehabilitator, liquidator, receiver or statutory successor of the Ceding Company, on the basis of the liability of the Company will give under the Covered Policies, without diminution because of that insolvency, or because the conservator, rehabilitator, liquidator, receiver or statutory successor has failed to pay all or a portion of any claims, directly to the Payees as their interest may appear. (b) Payments by the Reinsurer as set forth above shall be made directly to the Company or to its conservator, rehabilitator, liquidator, receiver or statutory successor, except where payment is made pursuant to Section 9.01. In the event that a Payee submits a claim to the Company’s conservator, rehabilitator, liquidator, receiver or statutory successor, the Reinsurer shall have the right to, in lieu of making a payment to such conservator, rehabilitator, liquidator, receiver or statutory successor, make a payment on the claim directly to the Payee pursuant to Section 9.01 of this Agreement. Any such payment by the Reinsurer shall discharge the Reinsurer from its related payment obligation under the subject Covered Policy. For the avoidance of doubt, the Payees are specified payees of the reinsurance under this Agreement in the event of the insolvency of the Company, as permitted by Section 1308(a)(2)(B)(i) of the New York Insurance Law. (c) In the event of the insolvency of the Company, the rehabilitator, liquidator, receiver, conservator or statutory successor of the Company shall give written notice to the Reinsurer of the pendency of a claim against the Ceding insolvent Company on any Annuity each Covered Policy within a reasonable time after such claim is filed in the insolvency proceeding. During , and during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservatorrehabilitator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation or rehabilitation to the extent of the share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. InsolvencyIn the event (i) Company comes under any supervision by a state regulator or in the event Company shall (ii) apply for or consent in the appointment of, for purposes or the taking of this Articlepossession by, is defined to be: (a) the filing a receiver, custodian, regulator trustee or liquidator of itself or of all or a voluntary or involuntary petition for liquidation by or on behalf substantial part of the Ceding Companyits assets, (biii) any make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization or winding up, or (vi) take any action for the purpose of effecting any of the foregoing, or a proceeding or case shall be commenced without the application or consent of Company in any court or forum of competent jurisdiction seeking (a) its liquidation , reorganization, dissolution or winding-up, (b) the appointment of a trustee, receiver, custodian, liquidator or the like of Company or of all or any substantial part of its assets, or (c) similar relief in respect of Company under any law relating to bankruptcy, insolvency, reorganization or winding up, Reinsurer shall have the appointment option, in its sole discretion, to convert this Agreement to an Assumption Reinsurance Agreement one day prior to such insolvency or other actions described in this Article XI, and Reinsurer may assume all or a part of a conservatorthe Reinsured Policies identified in Schedule A as of one day prior to the date thereof. In the event of the insolvency of Company, all reinsurance that is payable directly to the liquidator, receiver, or statutory successor to conserve of Company, shall be without diminution or administer increase because of the Ceding Company properties or assetsinsolvency of Company. In the event of insolvency of Company, the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successorreceiver, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity a policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, Company (its liquidator, receiver or statutory successor), but at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by Reinsurer shall be chargeable, subject to court approval, against Company as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to Company solely as a result of the defense undertaken by 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 shall be apportioned in accordance with the terms of the Agreement as though such expenses had been incurred by Company.

Insolvency. Insolvency, for purposes A. In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding CompanyCEDING COMPANY, (b) any assignment for all reinsurance payments due under this Agreement from the benefit of creditors, REINSURER to the CEDING COMPANY shall be payable directly by the REINSURER to the CEDING COMPANY or (c) the appointment of a conservator, to its liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the REINSURER’S liability of to the Ceding Company under the Annuities CEDING COMPANY without diminution because of the insolvency of the Ceding Company. The conservator, CEDING COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company CEDING COMPANY has failed to pay all or a portion of any claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the CEDING COMPANY on any contracts reinsured. While a claim is pending, the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defenses that it may deem available to the CEDING COMPANY or its liquidator, 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 pendency expense of liquidation to the extent of a claim against proportionate share of the Ceding Company on any Annuity within benefit that may accrue to the CEDING COMPANY solely as a reasonable time after such claim is filed result of the defense undertaken by the REINSURER. Where two or more REINSURERS are participating in the insolvency proceeding. During the pendency of same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the Reinsurer may investigate such claim and interpose expense will be apportioned in accordance with the Ceding Company’s name (or in the name terms of the Ceding Company’s conservatorreinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor). The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, in unpaid GMDB CLAIMS and other amounts due the proceeding where CEDING COMPANY on such claim is to be adjudicatedreinsurance, any defense or defenses which at the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.date of recapture. MLLICNY & ACE Tempest GMDB 16

Insolvency. Insolvency, for purposes 1. For the purpose of this ArticleAgreement, is defined to be: (a) the filing CEDING COMPANY or the REINSURER shall be deemed "insolvent" as determined by laws of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetsits domiciliary state. 2. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will shall be made payable by the REINSURER directly to the Ceding Company CEDING COMPANY or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company CEDING COMPANY under the Annuities Policies reinsured without diminution because of the insolvency of the Ceding CompanyCEDING COMPANY. 3. The conservatorCEDING COMPANY'S receiver, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer REINSURER written notice of the pendency of a claim against the Ceding Company CEDING COMPANY on any Annuity the Policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer REINSURER may deem available to the Ceding Company CEDING COMPANY, or its conservatorreceiver, liquidator, receiver liquidator or statutory successor. 4. Any expense incurred by the REINSURER pursuant to Section H paragraph 3, above, shall be payable subject to court approval out of the estate of the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY in liquidation, 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 defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the CEDING COMPANY. 5. In the event of the insolvency of the REINSURER, the CEDING COMPANY may, at its option, recapture all reinsurance in force under this Agreement pursuant to section E paragraph 7, or may cancel this Agreement with respect to new business by promptly providing the REINSURER, its rehabilitator, receiver, liquidator or statutory successor with written notice of the cancellation effective the date on which the REINSURER'S insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. 1. The CEDING COMPANY and the REINSURER each acknowledges its responsibility for independently forming its own conclusions regarding: (a) the compliance of this Agreement with the laws and regulations of any particular state or jurisdiction; (b) the statutory or other accounting impact of this Agreement on the CEDING COMPANY'S and the REINSURER'S financial statements, and (c) the tax impact of this Agreement on the CEDING COMPANY and the REINSURER. 2. Unless otherwise explicitly provided for herein, the CEDING COMPANY and the REINSURER shall each be solely responsible for determining and discharging any state or federal income tax liability resulting from this Agreement, including any tax liability resulting from the initial monetary transactions.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity annuity reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor.. #115110 24 12/30/2008

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund1. The portion of any risk or obligation assumed by ALLSTATE, when such portion is ascertained, shall be payable on demand of GLENBROOK at the same time as GLENBROOK shall pay its net retained portion of such risk or obligation, and the reinsurance will shall be payable by the Reinsurer ALLSTATE on the basis of the liability of the Ceding Company GLENBROOK under the Annuities Policy or Policies without diminution because of the insolvency of GLENBROOK. In the Ceding Company. The event of insolvency and the appointment of a conservator, liquidator or statutory successor of GLENBROOK, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against GLENBROOK by any court of competent jurisdiction or, by any conservator, liquidator, or statutory successor of GLENBROOK having authority to allow such claims, without diminution because of such insolvency or because such conservator, liqidator or statutory successor has failed to pay all or a portion of any claims. Payments by ALLSTATE as above set forth shall be made directly to GLENBROOK or its conservator, liquidator or statutory successor. 2. Further, in the event of the insolvency of GLENBROOK, the liquidator, receiver or statutory successor of the Ceding Company will insolvent GLENBROOK shall give the Reinsurer written notice to ALLSTATE of the pendency of a claim against an obligation of the Ceding Company insolvent GLENBROOK on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimpolicy reinsured, the Reinsurer whereupon ALLLSTATE may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company GLENBROOK or its conservator, liquidator, receiver liquidator or statutory successor. The expense thus incurred by ALLSTATE shall be chargeable, subject to court approval, against the insolvent GLENBROOK as part of the expenses of liquidation to the extent of a proportionate share of the benefit which may accrue to GLENBROOK solely as a result of the defense undertaken by ALLSTATE.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the insolvency of the Ceding Company’s insolvencyInsurer, any payments due to the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will Insurer shall be made payable directly to the Ceding Company Insurer or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Insurer without diminution because of the insolvency of the Ceding Company. The conservator, Insurer or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Insurer has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Insurer shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company Insurer indicating the policy reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company company or its conservatorliquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the Ceding Insurer as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the company solely as a result of the defense undertaken by the Reinsurer. (b) It is further understood and agreed that, in the event of the insolvency of the Ceding Insurer, the reinsurance under this Reinsurance Agreement shall be payable directly by the Reinsurer to the Ceding Insurer or to its liquidator, receiver or statutory successor, except as provided by any applicable law or except (1) where this Reinsurance Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Ceding Insurer or (2) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Insurer as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Insurer to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 9.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) ’s insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor to conserve or administer on the basis of claims allowed against the Ceding Company properties by any court of competent jurisdiction or assetsby any conservator, liquidator, or statutory successor of the company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Ceding Company or to its conservator, liquidator, or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the Ceding Company’s insolvency. 9.02 In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 9.03 The expenses of Section 9.02 incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 12.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) 's insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor to conserve or administer on the basis of claims allowed against the Ceding Company properties by any court of competent jurisdiction or assets. In the event by any conservator, liquidator, or statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due the Ceding Company from claims. Payments by the Reinsurer pursuant to the terms of as set forth in this Agreement will Section shall be made directly to the Ceding Company or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by . 12.02 In the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency event of the Ceding Company. The 's insolvency, the conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 12.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Ceding Company. 12.04 In the event of the Reinsurer's insolvency, the Ceding Company may cancel the Agreement for future new business and will notify the Reinsurer in writing of its intent. The parties agree to waive the notification period for this cancellation, and the effective date will be no earlier than the effective date of the Reinsurer's insolvency. Upon giving written notice to the Reinsurer, the Ceding Company may also recapture all of the inforce business reinsured by the Reinsurer under this Agreement. In the event the Ceding Company exercises this recapture option, Article 9 Recapture will apply. Reinsurance Treaty No. GMDB200210 Effective 10/01/2002

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) A. In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for insolvency of the benefit of creditors, or (c) CEDING COMPANY and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the REINSURER shall be payable to the conservator, liquidator, or statutory successor to conserve on the basis of claims allowed against the insolvent company by any court of competent jurisdiction or administer the Ceding Company properties by any conservator, liquidator, or assets. In the event statutory successor of the Ceding Company’s company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any payments due claims. Payments by the Ceding Company from the Reinsurer pursuant to the terms of REINSURER as set forth in this Agreement will subdivision shall be made directly to the Ceding Company CEDING COMPANY or to its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association except where the contract of insurance or fund. The reinsurance will be payable by specifically provides another payee of such reinsurance in the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because event of the insolvency of the Ceding Company. The CEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the conservator, liquidator, receiver or statutory successor of the Ceding Company will immediately give the Reinsurer written notice to the REINSURER of all pending claims against the pendency of CEDING COMPANY on any policies reinsured. While a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimpending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver liquidator 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 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 the reinsurance agreement as though such expense had been incurred by the CEDING COMPANY.

Insolvency. Insolvency, for purposes For the purpose of this ArticleAgreement, is defined the “Insolvency” of the Company or the Reinsurer shall be deemed to be: have occurred when it: (a) Applies for or consents to the filing appointment of a voluntary rehabilitator, conservator, supervisor, receiver, liquidator or involuntary petition for liquidation by statutory successor of its properties or on behalf of the Ceding Company, assets; or (b) any Makes an assignment for the benefit of its creditors, or ; or (c) Is adjudicated as bankrupt or insolvent; or (d) Files or consents to the appointment filing of a conservatorpetition in bankruptcy, liquidatorseeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, receiverdissolution, liquidation, or statutory successor similar law or statute; or (e) Becomes the subject of an order to conserve rehabilitate or administer an order to liquidate as defined by the Ceding Company properties insurance code of the jurisdiction of the domicile of the Company, or assetsthe Reinsurer, as the case may be. In the event of the Ceding Insolvency of the Reinsurer or the Company’s insolvency, any payments due amounts owed by the Ceding Company from to the Reinsurer pursuant and by the Reinsurer to the terms Company, under this Agreement, shall be set-off and only the balance shall be paid. The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on the Covered Policies. In the event of the Insolvency of the Company, the reinsurance obligations under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on directly to the basis of the liability of the Ceding Company under the Annuities Company, its rehabilitator, conservator, supervisor, receiver, liquidator, or statutory successor, immediately upon demand, without diminution because of the insolvency Insolvency of the Ceding Company. The It is understood, however, that in the event of such Insolvency, the rehabilitator, conservator, liquidatorsupervisor, receiver receiver, liquidator or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During proceedings, and that during the pendency of any such claim, the Reinsurer may investigate such claim claims and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company or its rehabilitator, conservator, liquidatorsupervisor, receiver receiver, liquidator or statutory successor.

Insolvency. InsolvencyA. The portion of any risk or obligation assumed by the Reinsurer, for purposes of this Articlewhen such portion is ascertained, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or shall be payable on behalf demand of the Ceding Company, (b) any assignment for Company at the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer same time as the Ceding Company properties shall pay its net retained portion of such risk or assets. In obligation, and the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Policies without diminution because of the insolvency of the Ceding Company. The In the event of the insolvency of the Ceding Company and the appointment of a conservator, liquidator or statutory successor of the Ceding Company, such portion shall be payable to such conservator, liquidator or statutory successor immediately upon demand, on the basis of claims allowed against the Ceding Company by any court of competent jurisdiction or, by any conservator, liquidator or statutory successor of the Ceding Company having authority to allow such claims, without diminution because of such insolvency or because such conservator, liquidator or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or its conservator, liquidator or statutory successor. B. Further, in the event of the insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the insolvent Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against any obligation of the insolvent Ceding Company on any Annuity within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimNet Ceded Liability, whereupon the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its liquidator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expenses of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. C. In the event of the Reinsurer's insolvency, this treaty will terminate, and the Terminal Accounting and Settlement described in Article XIV will occur. Any payments due the Reinsurer from the Ceding Company pursuant to the terms of this Agreement will be made directly to the Reinsurer or its conservator, liquidator, receiver or statutory successor.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY or any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. Insolvency, for purposes In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of claims filed and allowed in the liability of the Ceding Company liquidation proceeding under the Annuities Reinsured Policies without diminution because of the insolvency of the Ceding Company. The conservator, either directly to the Ceding Company or to its domiciliary liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the Policyholder and in conformity with Applicable Law, has assumed the Ceding Company’s obligations as direct obligations of the Reinsurer to the payees under the Reinsured Policies and in substitution for the obligations of the Ceding Company to the payees. It is understood, however, that in the event of the insolvency of the Ceding Company, the liquidator or receiver or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim any impending Claim against the Ceding Company on any Annuity a Reinsured Policy within a reasonable period of time after such claim Claim is filed in the insolvency proceeding. During proceedings and that during the pendency of any such claim, Claim the Reinsurer may may, at its own expense, investigate such claim Claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor)interpose, in the proceeding where such claim Claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, liquidator or receiver or statutory successor. It is further understood that the expense thus incurred by the Reinsurer 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 which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. InsolvencyIn the event that the Ceding Company is deemed insolvent, for purposes of this Article, is defined all reinsurance death claims payable hereunder will be payable by the Reinsurer directly to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservatorIt is understood, however, that in the event of such insolvency, the liquidator, receiver or statutory successor of the Ceding Company will give written notice to the Reinsurer written notice of the pendency of a death claim against the Ceding Company on any Annuity a risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. Such notice will indicate the policy reinsured and whether the death claim could involve a possible liability on the part of the Reinsurer. During the pendency of any such claim, the Reinsurer may investigate such death claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such death claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or Company, its conservator, liquidator, receiver or statutory successor. 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 death claim and a majority in interest (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 the same proportion that the reinsurer's net liability bears to the sum of the net liability of all reinsurers on the insured's date of death.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of the Reinsured, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will shall be made payable directly to the Ceding Company Reinsured, or its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Reinsured without diminution because of the insolvency of the Ceding Company. The conservator, Reinsured or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will Reinsured has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Reinsured shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company Reinsured indicating the Policy or bond reinsured, which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at their own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer defense(s) that they may deem available to the Ceding Company Reinsured or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Reinsured as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Reinsured solely as a result of the defense undertaken by the Reinsurer. Where two or more Reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Contract as though such expense had been incurred by the Reinsured. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by the Reinsurer to the Reinsured or to its liquidator, receiver, conservator or statutory successor, except (1) where the Agreement specifically provides another payee in the event of the insolvency of the Reinsured; and (2) where the Reinsurer, with the consent of the direct insured(s), have assumed such Policy obligations of the Reinsured as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Reinsured to such payees. Then, and in that event only, the Reinsured is entirely released from its obligation and the Reinsurers pay any loss directly to payees under such Policy.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY or any contracts reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Hartford Life and Annuity, Agreement No. 2000-25-DB Effective October 1, 2000

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. 19.1 In the event of the Ceding Company’s insolvency, any payments due insolvency of the Ceding Company from and the Reinsurer pursuant to the terms appointment of this Agreement will be made directly to the Ceding Company or its conservator, a liquidator, receiver receiver, conservator or statutory successor, which this reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer immediately upon demand, with reasonable provision for verification, on the basis of the liability of the Ceding Company under as a result of claims allowed against the Annuities Ceding Company by any court of competent jurisdiction or any liquidator, receiver, conservator or statutory successor having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, conservator, or statutory successor has failed to pay all or a portion of any claims. 19.2 Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by subsection (a) of section 4118 of the New York Insurance (a) where this contract specifies another payee in the event of the insolvency of the Ceding Company. The conservator, and (b) the Reinsurer with the consent of the direct insureds have assumed such policy obligations of the Ceding Company as their direct obligations to the payees under such Policies, in substitution for the obligations of the Ceding Company to such payees. 19.3 In the event of the insolvency of the Ceding Company, the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against the insolvent Ceding Company on any Annuity the Policy or Policies reinsured within a as reasonable time after such claim is filed in the insolvency proceeding. During proceeding and during the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable subject to court approval against the insolvent Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer.

Insolvency. Insolvency, A party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for purposes of this Article, is defined or consents to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a receiver, rehabilitator, conservator, liquidator, receiver, liquidator or statutory successor (hereinafter referred to conserve or administer as the Ceding Company Authorized Representative) of its properties or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to the filing of petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or 11.1.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile. In the event of the Ceding insolvency of the Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Annuities Reinsured Policies without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company Authorized Representative will give written notice to the Reinsurer written notice of the pendency of a claim all pending claims against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is claims are filed in the insolvency proceeding. During the pendency of any such claim, While a claim is pending the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidatorat its own expense, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or the Authorized Representative. The expense this incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportional share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved I the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of insolvency of the Company, the Right of Offset afforded under Article 5 will remain I full force and effect to the extent permitted by applicable law. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidatorliquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. In addition, receiver the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to insolvency would be at the election of the Company and would not be earlier than the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitor, conservator, liquidator or statutory successor.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of one or more of the reinsured companies, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company company or to its conservator, liquidator, receiver receiver, conservator or statutory successorsuccessor immediately upon demand, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer with reasonable provision for verification, on the basis of the liability of the Ceding Company under the Annuities company without diminution because of the insolvency of the Ceding Company. The conservator, company or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the company shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company company indicating the policy or bond reinsured which claim would involve a possible liability on any Annuity the part of the Reinsurer within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company company or its conservatorliquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the Court, against the company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the company solely as a result of the defense undertaken by the Reinsurer. B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the company. C. It is further understood and agreed that, in the event of the insolvency of one or more of the reinsured companies, the reinsurance under this Contract shall be payable directly by the Reinsurer to the company or to its liquidator, receiver or statutory successor, except as provided by Section 4118(a) of the New York Insurance Law or except (a) where this Contract specifically provides another payee of such reinsurance in the event of the insolvency of the company or (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the company to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets1. In the event of the insolvency of the Ceding Company’s insolvency, any payments due the Ceding Company from all reinsurance under this Agreement shall be payable by the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or Company, its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities Individual Policies reinsured without diminution because of the insolvency of the Ceding Company. 2. The conservatorIn the event of the insolvency of the Ceding Company, the domiciliary liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim on a Contract made against the Ceding Company on any Annuity Reinsurer within a reasonable time after such claim is filed in the insolvency liquidation proceeding. During the pendency of any such the claim, the Reinsurer may investigate such the claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicatedadjudicated at its own expense, any defense or defenses which that the Reinsurer may deem considers available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. If two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose a defense to the claim, the claim shall be apportioned under the terms of the reinsurance agreement as though the expense had been incurred by the Ceding Company. 3. A proportionate share of the expense thus incurred by the Reinsurer shall be charged, subject to court approval, against the Ceding Company as part of the expense of liquidation, commensurate with the benefit which may accrue to the Ceding Company as a result of the defense undertaken by the Reinsurer. 4. The Reinsurer's liability will not increase as a result of the insolvency of the Ceding Company. 5. In the event of the insolvency of the Reinsurer, the liability of the Reinsurer shall not terminate but shall continue with respect to the reinsurance ceded to the Reinsurer by the Ceding Company prior to the date of such insolvency, and the Ceding Company shall continue to have a security interest in any and all sums held by or under deposit in the name of the Reinsurer.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY or any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. Hartford Life Agreement No. 2000-24NYDB Effective May 8, 2000

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to the Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense defence or defenses which the Reinsurer defences that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor.. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defence undertaken by Retrocessionaire. As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (i) where the Reinsurance Contracts specifically provide another payee in the event of the insolvency of Retrocedant, and (ii) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contracts, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contracts and in substitution for the obligations of the Retrocedant to such payees. For the purposes of this Section, "insolvency of Retrocedant" shall occur if:

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides for another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed the Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under the Reinsurance Contract and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provide another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under the Reinsurance Contract and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) 15.01 In the filing of a voluntary or involuntary petition for liquidation by or on behalf event of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) ’s insolvency and the appointment of a conservator, liquidator, receiveror statutory successor, the portion of any risk or obligation assumed by the Reinsurer shall be payable to the conservator, liquidator, or statutory successor on the basis of claims allowed against the Company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the company having authority to conserve allow such claims, without diminution because of that insolvency, or administer because the Ceding conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section shall be made directly to the Company properties or assets. to its conservator, liquidator, or statutory successor, except where the contract of insurance or reinsurance specifically provides another payee of such reinsurance in the event of the Company’s insolvency. 15.02 In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceedingfiled. During the pendency of any such claim, the The Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. 15.03 The expenses incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company in conservation or liquidation, solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose a defense or defenses to this claim, the expense shall be shared as though such expense had been incurred by the Company.

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvencyinsolvency of Retrocedant, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company Retrocedant, or to its conservator, liquidator, receiver receiver, conservator or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer successor on the basis of the liability of the Ceding Company under the Annuities Retrocedant without diminution because of the insolvency of Retrocedant or because the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of Retrocedant has failed to pay all or a portion of any claim. (b) It is agreed, however, that the Ceding Company will liquidator, receiver, conservator or statutory successor of Retrocedant shall give the Reinsurer written notice to Retrocessionaire of the pendency of a claim against Retrocedant indicating the Ceding Company Reinsurance Contract, which claim would involve a possible liability on any Annuity the part of Retrocessionaire within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer Retrocessionaire may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer that it may deem available to the Ceding Company Retrocedant or its conservator, liquidator, receiver receiver, conservator or statutory successor. The expense thus incurred by Retrocessionaire shall be chargeable, subject to the approval of the court, against Retrocedant as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to Retrocedant solely as a result of the defense undertaken by Retrocessionaire. (c) As to all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement, the reinsurance shall be payable as set forth above by Retrocessionaire to Retrocedant or to its liquidator, receiver, conservator or statutory successor, except (1) where the Reinsurance Contract specifically provides another payee in the event of the insolvency of Retrocedant, and (2) where Retrocessionaire, with the consent of the reinsured or reinsureds under the Reinsurance Contract, has assumed such Reinsurance Contract obligations of Retrocedant as direct obligations of Retrocessionaire to the payees under such Reinsurance Contract and in substitution for the obligations of the Retrocedant to such payees.

Insolvency. Insolvency, for purposes of A Party to this Article, is defined to be: (Agreement will be deemed “insolvent” when it: a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or b) Is adjudicated as bankrupt or insolvent; or c) Files or consents to the filing of a voluntary petition in bankruptcy, seeks reorganization or involuntary petition for liquidation an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, rehabilitation, conservation or similar law or statute; or d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetsparty’s domicile. In the event of the Ceding Company’s insolvency, any payments due that the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservatoris deemed insolvent, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The 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 Annuities Reinsured Policy, without diminution because of the insolvency of the Ceding Company. The conservatorIt is understood, however, that in the event of such insolvency, the liquidator, receiver or statutory successor of the Ceding Company will give written notice to the Reinsurer written notice of the pendency of a death claim against the Ceding Company on any Annuity a Risk reinsured hereunder within a reasonable time after such death claim is filed in the insolvency proceeding. Such notice will indicate the policy reinsured and whether the death claim could involve a possible 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 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 any such claim, the Reinsurer may investigate such death claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such death claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or Company, its conservator, liquidator, receiver or statutory successor. 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 death claim and a majority in interest (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 the same proportion that the Reinsurer’s net liability bears to the sum of the net liability of all Reinsurers on the insured’s date of death. The parties intend that the Company will receive statutory reserve credit in its state of domicile for reinsurance provided under this Agreement. The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the Company. If the Company loses statutory reserve credit in part or in total due to a change in law or regulation (or a change in the interpretation or application of existing law or regulation by a regulator) or due to a failure by the Reinsurer to maintain in effect a required license or accreditation in the Company’s state of domicile (hereinafter a “Reserve Credit Event”), then the parties will take the steps specified below. The parties will provide prompt notice of the occurrence of any Reserve Credit Event. Upon notification of the occurrence of any Reserve Credit Event, the Reinsurer will have the right to cure the Reserve Credit Event in a manner that eliminates the need for or enables the Company to continue to receive statutory reserve credit in its state of domicile for the reinsurance ceded under this Agreement. The Company will not unreasonably deny any cure proposal presented by the Reinsurer. Without limiting potential cure options, the Reinsurer’s cure may be implemented by: a) Modifying the settlement terms of this Agreement during the Reserve Credit Event to provide for monthly settlements in arrears during the pendency of the Reserve Credit Event; or b) Modifying the settlement terms of this Agreement during the Reserve Credit Event to provide for settlements on a funds withheld basis during the pendency of the Reserve Credit Event; or c) Transferring the reinsurance provided under this Agreement to another reinsurer by assignment of this Agreement or otherwise, provided that the alternative reinsurer has an A.M. Best rating of (A) or better at the time of the transfer and that the alternative reinsurer accepts transfer by assignment of this Agreement (and all amendments) without any material modification to the substantive terms of the Agreement; or d) A combination of the foregoing or comparable approaches. If the Company loses statutory reserve credit in part or in total due to a change in law or regulation (or a change in the interpretation or application of existing law or regulation by a regulator) and the Reserve Credit Event is not cured as set forth above within 120 days of notice of a Reserve Credit Event, then the Reinsurer will establish and maintain collateral. However, the cost of establishing and maintaining that collateral will be shared equally by the Company and the Reinsurer. If the Company loses statutory reserve credit in part or in total due to a failure by the Reinsurer to maintain in effect a required license or accreditation in the Company’s state of domicile and the Reserve Credit Event is not cured as set forth above within 45 days of notice of a Reserve Credit Event, then the Reinsurer will establish and maintain collateral permitting the Company to receive statutory reserve credit in its state of domicile for reinsurance provided under this Agreement during the pendency of the Reserve Credit Event. However, the cost of establishing and maintaining that collateral will be borne solely by the Reinsurer. If a Reserve Credit Event is not cured and the Reinsurer fails to establish or maintain collateral as set forth above, then the Company may recapture the business ceded under this Agreement. In that event, the Company and the Reinsurer will negotiate in good faith the terms of a mutually agreed recapture of the reinsurance provided hereunder, including payment of the appropriate amount of benefit reserves to be held in respect of the reinsured amounts being recaptured, determined as of the effective date of the recapture, based on U.S. generally accepted accounting principles (“GAAP”) consistent with FASB Statement 60 computed using the Reinsurer’s original pricing assumptions without provision for adverse deviation, less any amount of unamortized deferred acquisition cost assets related thereto and excluding any provisions for adverse deviations or similar deficiency or special reserves.

Insolvency. Insolvency, for purposes In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf insolvency of the Ceding Company, (b) any assignment for all death claims, which are payable only upon actual death will be payable directly to the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer of the Ceding Company properties without diminution because of the insolvency, for those claims allowed against the Ceding Company by any court of competent jurisdiction or assetsby the liquidator, rehabilitator, receiver, or statutory successor having authority to allow such claims. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, the liquidator, receiver receiver, or statutory successor of the Ceding Company will immediately give written notice to the Reinsurer written notice of the pendency of a claim all pending claims against the Ceding Company on any Annuity within policies reinsured. While a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimpending, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservatorliquidator, 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 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 the reinsurance agreement as though such expense had been incurred by the Ceding Company. If a final order of liquidation or rehabilitation of the Reinsurer, with a finding of insolvency, has been entered by a court of competent jurisdiction in the Reinsurer's state of domicile, amounts due the Reinsurer will be paid directly to the liquidator, receiver or statutory successorsuccessor without diminution because of the Reinsurer's insolvency.

Insolvency. InsolvencyA. A party to this Agreement will be deemed insolvent when it: 1. Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor ("Authorized Representative") of this Article, is defined its properties or assets; or\ 2. Is adjudicated as bankrupt or insolvent; or 3. Files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization to avoid insolvency or involuntary petition makes formal application for liquidation any bankruptcy, dissolution, liquidation, or similar law or statute; or 4. Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. party's domicile. B. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer payable, on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured, directly to the CEDING COMPANY or its Authorized Representative without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor CEDING COMPANY. C. In the event of insolvency of the Ceding Company will give CEDING COMPANY, the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity Authorized Representative will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY on any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservatorAuthorized Representative. The expenses incurred by the REINSURER will be chargeable, liquidatorsubject to court approval, receiver against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER. Where two or statutory successormore reinsurers are participating in the same claim and a majority in interest elect to interpose a defense or defenses to any such claim, the expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. D. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. E. In the event of insolvency of the REINSURER, the liability of the REINSURER shall not terminate but shall continue with respect to the reinsurance ceded to the REINSURER by the CEDING COMPANY prior to the date of such insolvency, and the CEDING COMPANY may seek to obtain a security interest in any and all sums held by or under deposit in the name of the REINSURER. The provisions of Article XXI notwithstanding, the CEDING COMPANY may terminate this Agreement immediately for new business. The CEDING COMPANY shall provide written notification of its intent to terminate the Agreement for new business, but any required waiting period shall be waived. Page American National Insurance Co Agreement No. 08-010-TL Effective: April 14,2008

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY or any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. In the event of insolvency of the REINSURER, the CEDING COMPANY may elect to recapture immediately all reinsured benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture. If the CEDING COMPANY does not elect to recapture such reinsurance, the liability of the REINSURER shall not terminate, but shall continue with respect to the reinsurance ceded to the REINSURER and the CEDING COMPANY shall have a security interest in any and all sums held by or under deposit in the name of the REINSURER.

Insolvency. InsolvencyA. The portion of any risk or obligation assumed by the Reinsurer, for purposes of this Articlewhen such portion is ascertained, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or shall be payable on behalf demand of the Ceding CompanyCompany at the same time as the Company shall pay its net retained portion of such risk or obligation, (b) any assignment with reasonable provision for verification 12 before payment, and the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which reinsurance shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer Reinsurer, on the basis of the liability of the Ceding Company under the Annuities policy or policies reinsured without diminution because of the insolvency of the Ceding Company. The conservator. B. In the event of the insolvency of one or more than one of the Companies, reinsurance under this Agreement shall be payable immediately on demand, with reasonable provision for verification, on the basis of claims allowed against the insolvent Company(ies) by any court of competent jurisdiction or by any liquidator, receiver, or statutory successor of the Company(ies) having authority to allow such claims, without diminution because of such insolvency or because such liquidator, receiver, or statutory successor has failed to pay all or a portion of any claims. Such payments by the Reinsurer shall be made directly to the Company or its liquidator, receiver or statutory successor. C. It is agreed, however, that the liquidator or receiver or statutory successor of the Ceding Company insolvent Company(ies) will give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding Company insolvent Company(ies) on any Annuity the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During proceeding and that during the pendency of any such claim, claim the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, adjudicated any defense or defenses which the Reinsurer it may deem available to the Ceding Company Company(ies) or its conservator, liquidator, liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the insolvent Company(ies) as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company(ies) solely as a result of the defense undertaken by the Reinsurer. D. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense will be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Company(ies).

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyINSOLVENCY of the COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will reinsurance shall be made payable directly to the Ceding Company COMPANY or to its conservator, liquidator, receiver receiver, conservator or statutory successorsuccessor immediately upon demand, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer with reasonable provision for verification, on the basis of the liability of the Ceding Company under the Annuities COMPANY without diminution because of the insolvency INSOLVENCY of the Ceding Company. The conservator, COMPANY or because the liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will COMPANY has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the COMPANY shall give the Reinsurer written notice to the REINSURER of the pendency of a claim against the Ceding Company COMPANY indicating the policy or bond reinsured which claim would involve a possible liability on any Annuity the part of the REINSURER within a reasonable time after such claim is filed in the insolvency proceeding. During conservation or liquidation proceeding or in the receivership, and that during the pendency of any such claim, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company COMPANY or its liquidator, receiver, conservator, or statutory successor. Accidental failure to give such notice shall not excuse the obligation unless REINSURERS are substantially prejudiced by the failure to give such notice. The expense thus incurred by the REINSURER shall be chargeable, subject to the approval of the Court, against the COMPANY as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the COMPANY solely as a result of the defense undertaken by the REINSURER. B. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Contract as though such expense had been incurred by the COMPANY. C. It is further understood and agreed that, in the event of the INSOLVENCY of the COMPANY, the reinsurance under this Contract shall be payable directly by the REINSURER to the COMPANY or to its liquidator, receiver or statutory successor.

Insolvency. InsolvencyThis Clause 8 applies if a Borrower or a Guarantor is in liquidation, for purposes of this Articlebankrupt, is defined to be: insolvent or deceased. (a) Each Guarantor irrevocably authorises ANZ (at ANZ’s discretion) to: (i) prove for all Amounts that it has paid, or ANZ has received at any time, under this Guarantee; and (ii) retain and carry to a suspense account, and appropriate at ANZ’s discretion, any dividends or other money or value received in relation to the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, Guaranteed Obligations, (b) Any release, discharge or settlement between ANZ and a Guarantor shall be conditional upon no security, disposition or payment to ANZ by any assignment for Guarantor, any Borrower or any other person being avoided, reduced or repaid. If a claim that a payment or transfer to ANZ, or action taken by ANZ, in connection with the benefit Guaranteed Obligations or this Guarantee is void or voidable (including a claim under laws relating to liquidation, bankruptcy, protection of creditors, or deceased estates or administration) is upheld, conceded or compromised, then ANZ is entitled immediately as against that Guarantor to the rights to which ANZ would have been entitled under this Guarantee if the payment, transfer, action, release, discharge or settlement had not occurred. (c) ANZ may retain this Guarantee (together with any other Security supporting this Guarantee) for such period as ANZ may certify to the appointment relevant Guarantor to be appropriate in order to protect the interests of ANZ in respect of the Guaranteed Money. (d) Each Guarantor agrees not to make any claim or lodge any proof in the liquidation, or deceased estate or administration, of a conservatorBorrower, liquidatoruntil ANZ receives all the Guaranteed Money and all the Guaranteed Obligations have been performed or satisfied. (e) A communication is deemed to have been given to a Guarantor notwithstanding that it may be in liquidation, receiverbankrupt, insolvent or statutory successor deceased at the time of receipt. (f) This Clause 8, together with all provisions required to conserve or administer give it effect, survives the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms termination of this Agreement will be made directly to Guarantee until the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity within a reasonable time after such claim is filed Guaranteed Obligations have been irrevocably paid and performed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservator, liquidator, receiver or statutory successor), in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successorfull.

Insolvency. InsolvencyA party to this Agreement will be deemed "insolvent" when it: 11.1.1 Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of this Article, is defined its properties or assets; or 11.1.2 Is adjudicated as bankrupt or insolvent; or 11.1.3 Files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization or involuntary petition for liquidation an arrangement with creditors or takes advantage of any bank- ruptcy, dissolution, liquidation, or similar law or statute; or 11.1.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetsparty's domicile. In the event of the Ceding insolvency of the Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer directly to the Company or to its Authorized Representative, on the basis of the liability of the Ceding Company under the Annuities Reinsured Policies without diminution because of the insolvency of the Ceding Company. The conservator, liquidator, receiver or statutory successor of the Ceding Company Authorized Representative will give written notice to the Reinsurer written notice of the pendency of a claim all pending claims against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is claims are filed in the insolvency proceedingproceedings. During the pendency of any such claimWhile a claim is pending, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or the Authorized Representative. The expense thus incurred by the Reinsurer will be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose a defense to such claim, the expense will be apportioned in accordance with the terms of the Agreement as though such expense had been incurred by the Company. In the event of insolvency of the Company, the Right of Offset afforded under Article 5 will remain in full force and effect to the extent permitted by applicable law. In the event of the insolvency of the Reinsurer, the Company may cancel this Agreement for new business by promptly providing the Reinsurer, its receiver, rehabilitator, conservator, liquidatorliquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances. In addition, receiver the Company may provide the Reinsurer, its receiver, rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to insolvency would be at the election of the Company and would not be earlier than the date on which the Reinsurer's insolvency is established by the authority responsible for such determination. Any Recapture Fee applicable will be mutually agreed upon by the Company and the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor.

Insolvency. InsolvencyDEFINITION 14.1 A party to this Agreement will be deemed insolvent when it: a. applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor of this Article, its properties or assets; or b. is defined adjudicated as bankrupt or insolvent; or c. files or consents to be: (a) the filing of a voluntary petition in bankruptcy, seeks reorganization to avoid insolvency or involuntary petition makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or d. becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Company, (b) any assignment for jurisdiction of the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assetsparty's domicile. -------------------------------------------------------------------------------- INSOLVENCY OF THE CEDING COMPANY 14.2 In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because of the insolvency of the Ceding Company. The conservator, all reinsurance payments due under this Agreement will be payable directly to the liquidator, receiver 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 written notice of the pendency of a claim all pending claims against the Ceding Company on any Annuity policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claimWhile a claim is pending, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company or its conservator, liquidator, receiver 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 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 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. InsolvencyA party to this Agreement will be deemed “insolvent” when it: 12.1 Applies for or consents to the appointment of a receiver, for purposes rehabilitator, conservator, liquidator or statutory successor of this Article, is defined its properties or assets; or 12.2 Is adjudicated as bankrupt or insolvent; or 12.3 Files or consents to be: (a) the filing of a voluntary formal application for dissolution, liquidation, or involuntary petition for liquidation similar action under state law or statute; or 12.4 Becomes the subject of an order to rehabilitate or an order to liquidate as defined by or on behalf the insurance code of the Ceding Companyjurisdiction of the party’s domicile. If you are judged insolvent, (b) any assignment for the benefit of creditorswe will pay all reinsurance under this Agreement directly to you, or (c) the appointment of a conservator, your liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the your liability of the Ceding Company under the Annuities policy or policies reinsured without diminution because of your insolvency. It is understood, however, that in the insolvency event of your insolvency, the Ceding Company. The conservator, liquidator, receiver receiver, or statutory successor of the Ceding Company will give the Reinsurer us written notice of the pendency of a pending claim against the Ceding Company on any Annuity a policy reinsured within a reasonable time after such the claim is filed in the insolvency proceedingproceedings. During While the pendency of any such claimclaim is pending, the Reinsurer we may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at our own expense, in the proceeding proceedings, where such the claim is to be adjudicated, any defense or defenses which the Reinsurer that we may deem available to you, your liquidator, receiver, or statutory successor. It is further understood that the Ceding Company expense we incur will be chargeable, subject to court approval, against you as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to you solely as a result of the defense we have undertaken. Where two or its conservatormore reinsurers are involved in the same claim, and a majority in interest elects to interpose defense to the claim, the expenses will be apportioned in accordance with the terms of the reinsurance agreement as though you had incurred the expense. We will be liable only for the amounts reinsured and will not be or become liable for any amounts or reserves to be held by you on reinsured policies. If we are judged insolvent, we will be considered in default under this Agreement and you may terminate this Agreement immediately for new business. The notification period required under Article XVI, Duration of Agreement shall be waived under such circumstances. Amounts due us will be paid directly to our liquidator, receiver or statutory successor.successor without diminution because of our insolvency. In the event of insolvency, the right of Offset afforded under Article IX will remain in full force and effect to the extent permitted by applicable law. Mapfre — CICA Life Reinsurance 1-1-09 FINAL

Insolvency. Insolvency, for purposes of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) the appointment of a conservator, liquidator, receiver, or statutory successor to conserve or administer the Ceding Company properties or assets. A. In the event of the Ceding Company’s insolvencyinsolvency of the CEDING COMPANY, any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The all reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under CEDING COMPANY on the Annuities policies reinsured directly to the CEDING COMPANY or its liquidator, receiver or statutory successor without diminution because of the insolvency of the Ceding Company. The conservatorCEDING COMPANY. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver or statutory successor of the Ceding Company will give the Reinsurer written notice of the pendency of a claim against the Ceding Company on any Annuity will, within a reasonable time after such the claim is filed in the insolvency proceeding, give written notice to the REINSURER of all pending claims against the CEDING COMPANY or any policies reinsured. During the pendency of any such claimWhile a claim is pending, the Reinsurer REINSURER may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding proceedings where such the claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company CEDING COMPANY or its conservator, liquidator, receiver or statutory successor. The expenses 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 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 expenses will be apportioned in accordance with the terms of the Reinsurance Agreement as though such expense had been incurred by the CEDING COMPANY. C. Any debts or credits, matured or unmatured, liquidated or unliquidated, in favor of or against either the REINSURER or CEDING COMPANY with respect to this Agreement are deemed mutual debts or credits, as the case may be, and will be offset, and only the balance will be allowed or paid. However, in the event of liquidation, the REINSURER may offset against undisputed amounts which are due and payable to the CEDING COMPANY, only those undisputed amounts due the REINSURER which are not more than one-hundred-eighty (180) days past due at the date of the court order of liquidation. D. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor. The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture.

Insolvency. InsolvencyThe obligations of the Reinsurer under this Agreement shall continue without diminution and shall not be changed as a result of the insolvency of the Company, for purposes provided that the Reinsurer shall, in accordance with the terms of this ArticleAgreement, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf make payments of the Ceding Company, (b) any assignment for Subject Obligations to the benefit of creditors, or (c) the appointment of a conservatorrehabilitator, liquidator, receiver, conservator or statutory successor to conserve or administer the Ceding Company properties or assets. In the event of the Ceding Company’s insolvency, any payments due the Ceding Company from the Reinsurer pursuant to the terms of . Reinsurance under this Agreement will be made directly to the Ceding Company or its conservator, liquidator, receiver or statutory successor, which shall not include a guarantee association or fund. The reinsurance will be payable by the Reinsurer on the basis of the liability of the Ceding Company under the Annuities policy or policies reinsured without diminution because of the insolvency of the Ceding Company. The conservator, directly to the Company or to its liquidator, receiver, or statutory successor except as provided by Section 631.205 of the Florida Statutes or except when the Agreement specifically provides another payee of such reinsurance in the event of the insolvency of the Company and when the Reinsurer with the consent of the direct insured or insureds has assumed such Policy obligations of the Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Company to such payees. It is agreed, however, that the liquidator or receiver or statutory successor of the Ceding insolvent Company will shall give written notice to the Reinsurer written notice of the pendency of a claim against the Ceding insolvent Company on any Annuity the policy or policies reinsured within a reasonable time after such claim is filed in the insolvency proceeding. During proceeding and that during the pendency of any such claim, the Reinsurer may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where when such claim is to be adjudicated, any defense or defenses which the Reinsurer it may deem available to the Ceding Company or its conservator, liquidator, liquidator or receiver or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Should any party hereto be placed in rehabilitation or liquidation or should a rehabilitator, liquidator, receiver, conservator or other person or entity of similar capacity be appointed as respects such party, all amounts due any of the parties hereto whether by reason of premiums, losses or otherwise under this Agreement or any other contract(s) of reinsurance heretofore or hereafter entered into between the parties (whether or not any such contract(s) be assumed or ceded) shall at all times 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 shall be due and payable in accordance with Section 631.281 of the Florida Statutes to the extent such statute or any other applicable law, statute or regulation governing such offset shall apply.

Insolvency. Insolvency, for purposes In the event of this Article, is defined to be: (a) the filing of a voluntary or involuntary petition for liquidation by or on behalf of the Ceding Company, (b) any assignment for the benefit of creditors, or (c) insolvency and the appointment of a conservator, liquidator, receiver, or statutory successor of NASL, the portion of any risk or obligation assumed by Connecticut General, as reinsurer, shall be payable to conserve the conservator, liquidator, receiver, or administer statutory successor on the Ceding Company properties basis of claims allowed against the insolvent company by any court of competent jurisdiction or assets. In the event by any conservator, liquidator, receiver, or statutory successor of the Ceding Company’s insolvencycompany having authority to allow such claims, without diminution because of that insolvency or because the conservator, liquidator, receiver, or statutory successor has failed to pay all or a portion of any payments due the Ceding Company from the Reinsurer pursuant to the terms of this Agreement will claims. Payments by Connecticut General as above set forth shall be made directly to the Ceding Company NASL or to its conservator, liquidator, receiver receiver, or statutory successor, which shall not include a guarantee association except where the contract of insurance or fund. The reinsurance will be payable by specifically provides another payee of such reinsurance in the Reinsurer on the basis of the liability of the Ceding Company under the Annuities without diminution because event of the insolvency of NASL. It is agreed, however, that the Ceding Company. The conservator, liquidator, receiver receiver, conservator or statutory successor of the Ceding Company will NASL shall give the Reinsurer prompt written notice to Connecticut General of the pendency of a claim against the Ceding Company on any Annuity NASL within a reasonable time after such claim is filed in the receivership, conservation, insolvency proceeding. During or liquidation proceeding and that during the pendency of any such claim, the Reinsurer Connecticut General may investigate such claim and interpose in the Ceding Company’s name (or in the name of the Ceding Company’s conservatorinterpose, liquidator, receiver or statutory successor)at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer that it may deem available to the Ceding Company NASL or its conservator, liquidator, receiver receiver, conservator or statutory successor.. The expense thus incurred by Connecticut General shall be chargeable, subject to the approval of the Court, against NASL as part of the expense of conservation or liquidation to the extent of a pro-rata share of the benefit which may accrue to NASL solely as a result of the defense undertaken by Connecticut General. Where two or more reinsurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by NASL. NORTH AMERICAN SECURITY LIFE (CIGNA REINSURANCE LOGO) VEN 7, 8, 17, 18 TREATY EFFECTIVE JULY 1, 1995 AMENDMENT NO. 3 - MARCH 1, 1997