Common use of Provision of Security by the Reinsurer Clause in Contracts

Provision of Security by the Reinsurer. (a) On the Amendment Effective Date, the Reinsurer, the Company and Ameritas will enter into the Trust Agreement. (b) The Reinsurer shall maintain, or cause to be maintained, cash and assets in the Custody Account and the Trust Account, having a combined Statutory Book Value, determined in good faith by the Reinsurer on a quarterly basis, to be not less than the Required Balance. The Required Balance and the Statutory Book Value of any assets held in the Custody Account with respect to this Agreement shall be calculated by the Reinsurer as of the last day of each calendar quarter pursuant to this Agreement and the Statutory Book Value of any assets held in the Trust Account shall be calculated by Ameritas as of the last day of each calendar quarter pursuant to the Ameritas Coinsurance Agreement, and the Reinsurer shall provide a certification with respect to such valuation, including the Statutory Book Value and Fair Market Value of all such assets (both on an asset-by-asset basis and a cumulative basis), to the Company within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) Business Days after such determination is made make such further deposits to the Custody Account or Trust Account, as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreement. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Account pursuant to this Section 4.1 shall be resolved in accordance with Section 10.2. Upon resolution of any such dispute in accordance with Section 10.2, either (A) the Reinsurer shall cause to be deposited additional assets within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end; or (B) the Reinsurer may withdraw assets from the Custody Account in accordance with this Section 4.1(b), such that following any such withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole discretion. (c) The Company and the Reinsurer agree that the assets maintained in (i) the Custody Account may be withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days following its receipt of a written notice thereof delivered by the Company or (ii) the Trust Account may be withdrawn by the Company only (A) to the extent that an amount owed to the Reinsurer under the Ameritas Coinsurance Agreement is being disputed by Ameritas, (B) such amount, arising from the same obligation, is owed to the Company under this Agreement and (C) the payment of such amount to the Company is not being disputed by the Reinsurer in good faith under this Agreement. The amount of any such withdrawal in excess of amounts then due to the Company hereunder shall be deemed maintained in trust for the benefit of the Reinsurer and promptly returned to the Custody Account or the Trust Account, as applicable. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Custody Account in accordance with the requirements set forth in the Custody Agreement (such substituted or exchanged assets, the “Replacement Assets”); provided that (i) the aggregate Statutory Book Value of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from the Custody Account, (ii) the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this Agreement. (d) As of the date of the transfer of any assets to the Custody Account after the Effective Date, the Reinsurer will have good and marketable title to all such assets transferred by it to the Custody Account, all assets transferred by the Reinsurer after the Effective Date to the Custody Account shall be transferred free and clear of any liens other than interests of nominees, custodians or similar intermediaries, and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries. (e) The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination. (f) Assets in the Custody Account or the Trust Account, as applicable, may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: (i) to pay to the Company any amount due to be paid out of the Custody Account or the Trust Account, as applicable, as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith; (ii) to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account or the Trust Account, as applicable, in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or (iii) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above. (g) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. (h) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Trust Agreement, in each case, in any way that would materially and adversely affect the rights of the Company thereunder without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

Provision of Security by the Reinsurer. (a) On the Amendment Effective Date, the Reinsurer, Reinsurer shall establish and fund with an amount of cash and assets having a Statutory Book Value equal to the Required Balance calculated by the Reinsurer as of the Effective Date a trust account (the “Trust Account”) with a Qualified United States Financial Institution unaffiliated with the Reinsurer and the Company and Ameritas will which is reasonably acceptable to the Reinsurer and the Company (the “Trustee”) at the sole cost and expense of the Reinsurer naming the Company as sole beneficiary until such time as a Trust Account is no longer required pursuant to Section 3.1(b) and shall enter into the Trust Agreement to provide security for the payment of amounts due the Company under this Agreement. (b) . The Reinsurer shall maintaintransfer or pay into the Trust Account, or cause and shall thereafter maintain in the Trust Account, until such time as a Trust Account is no longer required pursuant to be maintainedSection 3.1(b), cash and assets managed by the Reinsurer in accordance with guidelines (including concentration limits, applied on a percentage of assets basis rather than a percentage of capital basis) applied by the Custody Account and the Trust Account, Reinsurer generally for its own general investments supporting insurance liabilities having a combined Statutory Book Value, Value determined in good faith by the Reinsurer on a quarterly basis, basis to be not less than the Required Balance. The In lieu of entering into the Trust Agreement and establishing and funding the Trust Account in the manner set forth in this Section 3.1, Reinsurer may instead, with the Company’s consent (which consent shall not be unreasonably withheld or delayed), elect to provide to the Company substantially equivalent security as would be provided by the Trust Account such as by providing unconditional letters of credit, performance guarantees or other similar collateralization. (b) For purposes of this Agreement, the term “Required Balance and Balance”, as of any date of determination, means an amount equal to the Reinsurer’s Share of the Statutory Book Value of any assets Reserves which would be appropriately held in by the Custody Account Company with respect to this Agreement shall be calculated the Reinsured Policies as of such date of determination assuming such Statutory Reserves are gross of any statutory reserve credit taken by the Reinsurer as of the last day of each calendar quarter pursuant to Company for this Agreement and the Statutory Book Value of any assets held in the Trust Account shall be calculated by Ameritas as of the last day of each calendar quarter pursuant to the Ameritas Coinsurance Agreement, and the Reinsurer shall provide a certification with respect to such valuation, including the Statutory Book Value and Fair Market Value of all such assets (both on an asset-by-asset basis and a cumulative basis), to the Company within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) Business Days after such determination is made make such further deposits to the Custody Account or Trust Account, as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreement. Any disputes SAP, reduced by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Account pursuant to this Section 4.1 shall be resolved in accordance with Section 10.2. Upon resolution of any such dispute in accordance with Section 10.2, either (A) the Reinsurer shall cause to be deposited additional assets within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end; or (B) the Reinsurer may withdraw assets from the Custody Account in accordance with this Section 4.1(b), such that following any such withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole discretion. (c) The Company and the Reinsurer agree that the assets maintained in (i) the Custody Account may be withdrawn by the Company only after a default credit for reinsurance taken by the Reinsurer in respect of Financed Amounts as of such date of determination and net of the performance Reinsurer’s Share of its monetary obligations hereunder that is not being disputed by (1) policy loan balances on the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days following its receipt Reinsured Policies as of a written notice thereof delivered by the Company or (ii) the Trust Account may be withdrawn by the Company only (A) to the extent that an amount owed to the Reinsurer under the Ameritas Coinsurance Agreement is being disputed by Ameritas, (B) such amount, arising from the same obligation, is owed to the Company under this Agreement date of determination and (C2) net due and deferred Premiums on the payment Reinsured Policies as of such amount to the Company is not being disputed by the Reinsurer date of determination, in good faith under this Agreement. The amount of any such withdrawal in excess of amounts then due to the Company hereunder shall be deemed maintained in trust for the benefit of the Reinsurer and promptly returned to the Custody Account or the Trust Account, as applicable. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Custody Account each case determined in accordance with the requirements set forth in the Custody Agreement (such substituted or exchanged assetsSAP, the “Replacement Assets”); provided that (i) the aggregate Statutory Book Value of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from the Custody Account, (ii) the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this Agreement. (d) As of the date of the transfer of any assets to the Custody Account after the Effective Date, the Reinsurer will have good and marketable title to all such assets transferred by it to the Custody Account, all assets transferred by the Reinsurer after the Effective Date to the Custody Account shall be transferred free and clear of any liens other than interests of nominees, custodians or similar intermediaries, and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries. (e) The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination. (f) Assets in the Custody Account or the Trust Account, as applicable, may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: (i) to pay to the Company any amount due to be paid out of the Custody Account or the Trust Account, as applicable, as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith; (ii) to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account or the Trust Account, as applicable, in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or (iii) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above. (g) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. (h) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Trust Agreement, in each case, in any way that would materially and adversely affect the rights of the Company thereunder without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.consistently

Provision of Security by the Reinsurer. (a) On the Amendment Effective Date, the Reinsurer, Reinsurer shall establish and fund with an amount of cash and assets having a Statutory Book Value equal to the Required Balance calculated by the Reinsurer as of the Effective Date a trust account (the “Trust Account”) with a Qualified United States Financial Institution unaffiliated with the Reinsurer and the Company and Ameritas will which is reasonably acceptable to the Reinsurer and the Company (the “Trustee”) at the sole cost and expense of the Reinsurer naming the Company as sole beneficiary until such time as a Trust Account is no longer required pursuant to Section 3.1(b) and shall enter into the Trust Agreement to provide security for the payment of amounts due the Company under this Agreement. (b) . The Reinsurer shall maintaintransfer or pay into the Trust Account, or cause and shall thereafter maintain in the Trust Account, until such time as a Trust Account is no longer required pursuant to be maintainedSection 3.1(b), cash and assets managed by the Reinsurer in accordance with guidelines (including concentration limits, applied on a percentage of assets basis rather than a percentage of capital basis) applied by the Custody Account and the Trust Account, Reinsurer generally for its own general investments supporting insurance liabilities having a combined Statutory Book Value, Value determined in good faith by the Reinsurer on a quarterly basis, basis to be not less than the Required Balance. In lieu of entering into the Trust Agreement and establishing and funding the Trust Account in the manner set forth in this Section 3.1, Reinsurer may instead, with the Company’s consent (which consent shall not be unreasonably withheld or delayed), elect to provide to the Company substantially equivalent security as would be provided by the Trust Account such as by providing unconditional letters of credit, performance guarantees or other similar collateralization. (b) For purposes of this Agreement, the term “Required Balance”, as of any date of determination, means an amount equal to the Reinsurer’s Share of the Statutory Reserves which would be appropriately held by the Company with respect to the Reinsured Policies as of such date of determination assuming such Statutory Reserves are gross of any statutory reserve credit taken by the Company for this Agreement and calculated in accordance with SAP, reduced by credit for reinsurance taken by the Reinsurer in respect of Financed Amounts as of such date of determination and net of the Reinsurer’s Share of (1) policy loan balances on the Reinsured Policies as of such date of determination and (2) net due and deferred Premiums on the Reinsured Policies as of such date of determination, in each case determined in accordance with SAP, consistently applied. The Required Balance and the Statutory Book Value of any assets held in the Custody Account with respect to this Agreement shall be calculated by the Reinsurer as of the last day of each calendar quarter pursuant to this Agreement and the Statutory Book Value of any assets held in the Trust Account shall be calculated by Ameritas the Reinsurer as of the last day of each calendar quarter pursuant to the Ameritas Coinsurance Agreementquarter, and the Reinsurer shall provide a certification with respect to such valuation, including the calculation of the aggregate Statutory Book Value and Fair Market Value of all such assets (both on an asset-by-asset basis and a cumulative basis)the assets, to the Company and the Trustee within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) ten Business Days after such determination is made make such further deposits to the Custody Trust Account or Trust Account, as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Trust Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Trust Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreementend. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Trust Account pursuant to this Section 4.1 3.1 shall be resolved in accordance with Section 10.210.3. Upon resolution of any such dispute in accordance with Section 10.210.3, either (A) the Reinsurer shall cause to be deposited additional assets that comply with Section 3.1(a) within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end; resolution or (B) the Reinsurer may withdraw assets from the Custody Trust Account in accordance with this Section 4.1(b3.1(b), such that following any such deposit or withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody such Trust Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole reasonable discretion. Notwithstanding the foregoing, the Reinsurer may terminate the Trust Agreement and close the Trust Account at any time when the Required Balance as of the end of any calendar quarter is less than 10% of the sum of the capital and surplus of the Reinsurer plus the asset valuation reserve of the Reinsurer, in each case as determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile as of such quarter end. (c) The Company and the Reinsurer agree that the assets maintained in (i) the Custody Trust Account may be withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faithhereunder, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days ten days following its receipt of a specific written notice thereof delivered by the Company or (ii) Company, and solely to the Trust Account may extent required to cure such default and, notwithstanding any other provision of this Agreement, shall be withdrawn utilized and applied by the Company or any successor by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company, without diminution because of insolvency on the part of the Company or the Reinsurer, only (A) to the extent that an amount owed to the Reinsurer under the Ameritas Coinsurance Agreement is being disputed by Ameritas, (B) such amount, arising from the same obligation, is owed pay amounts then due to the Company under this Agreement and (C) the payment of such amount to the Company is not being disputed by the Reinsurer in good faith under this Agreement. The amount of any such withdrawal in excess of amounts then due to the Company hereunder shall be deemed maintained in constructive trust for the benefit of the Reinsurer and promptly returned to the Custody Account or Reinsurer. Notwithstanding the Trust Accountforegoing, as applicable. Upon upon prior written notice to the Company, the Reinsurer shall have the right to substitute withdraw all or exchange any part of the cash and assets maintained in the Custody Trust Account in accordance with the requirements set forth in the Custody Agreement (such substituted or exchanged assets, the “Replacement Assets”); provided that (i) the aggregate Reinsurer shall, at the time of such withdrawal, replace the withdrawn assets with cash or other qualified assets having a Statutory Book Value of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from and the Custody Account, (ii) amount of cash withdrawn so as to maintain at all times the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited deposit in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this AgreementRequired Balance. (d) With respect to transfer of any Transferred Assets to the Trust Account, the Reinsurer will hold valid title to all such Transferred Assets free and clear of all Encumbrances, other than Permitted Encumbrances and interests of nominees, custodians or similar intermediaries. As of the date of the transfer of any assets to the Custody Trust Account after the Effective Date, the Reinsurer will have good and marketable title title, free and clear of any liens, to all such assets transferred by it to the Custody Trust Account, all assets transferred by the Reinsurer after the Effective Date to the Custody Trust Account shall be transferred free and clear of any liens or other than interests of nominees, custodians or similar intermediaries, encumbrances and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Trust Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries. (e) The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Trust Account promptly within five Business Days after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Trust Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination. (f) Assets Notwithstanding the forgoing, in the Custody Account or event the Reinsurer’s RBC Ratio is less than 125%, the Reinsurer shall fund the Trust Account, as applicable, may be withdrawn Account with an amount of cash and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: (i) to pay assets having a fair market value equal to the Company any amount due Required Balance, and all references to “Statutory Book Value” in this Section 3.1 shall be deemed to be paid out of the Custody Account or the Trust Account, as applicable, as part of the Reinsurer Termination Payment references to the extent such amount is not being disputed by the Reinsurer in good faith; (ii) to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account or the Trust Account, as applicable, in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or (iii) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above“fair market value. (g) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. (h) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Trust Agreement, in each case, in any way that would materially and adversely affect the rights of the Company thereunder without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.”

Provision of Security by the Reinsurer. (a) On the Amendment Effective Date, the Reinsurer, Reinsurer shall establish and fund with an amount of cash and assets having a Statutory Book Value equal to the Required Balance calculated by the Reinsurer as of the Effective Date a trust account (the “Trust Account”) with a Qualified United States Financial Institution unaffiliated with the Reinsurer and the Company and Ameritas will which is reasonably acceptable to the Reinsurer and the Company (the “Trustee”) at the sole cost and expense of the Reinsurer naming the Company as sole beneficiary until such time as a Trust Account is no longer required pursuant to Section 3.1(b) and shall enter into the Trust Agreement to provide security for the payment of amounts due the Company under this Agreement. (b) . The Reinsurer shall maintaintransfer or pay into the Trust Account, or cause and shall thereafter maintain in the Trust Account, until such time as a Trust Account is no longer required pursuant to be maintainedSection 3.1(b), cash and assets managed by the Reinsurer in accordance with guidelines (including concentration limits, applied on a percentage of assets basis rather than a percentage of capital basis) applied by the Custody Account and the Trust Account, Reinsurer generally for its own general investments supporting insurance liabilities having a combined Statutory Book Value, Value determined in good faith by the Reinsurer on a quarterly basis, basis to be not less than the Required Balance. In lieu of entering into the Trust Agreement and establishing and funding the Trust Account in the manner set forth in this Section 3.1, Reinsurer may instead, with the Company’s consent (which consent shall not be unreasonably withheld or delayed), elect to provide to the Company substantially equivalent security as would be provided by the Trust Account such as by providing unconditional letters of credit, performance guarantees or other similar collateralization. (b) For purposes of this Agreement, the term “Required Balance”, as of any date of determination, means an amount equal to the Reinsurer’s Share of the Statutory Reserves which would be appropriately held by the Company with respect to the Reinsured Policies as of such date of determination assuming such Statutory Reserves are gross of any statutory reserve credit taken by the Company for this Agreement and calculated in accordance with SAP, reduced by credit for reinsurance taken by the Reinsurer in respect of Financed Amounts as of such date of determination and net of the Reinsurer’s Share of (1) policy loan balances on the Reinsured Policies as of such date of determination and (2) net due and deferred Premiums on the Reinsured Policies as of such date of determination, in each case determined in accordance with SAP, consistently applied. The Required Balance and the Statutory Book Value of any assets held in the Custody Account with respect to this Agreement shall be calculated by the Reinsurer as of the last day of each calendar quarter pursuant to this Agreement and the Statutory Book Value of any assets held in the Trust Account shall be calculated by Ameritas the Reinsurer as of the last day of each calendar quarter pursuant to the Ameritas Coinsurance Agreementquarter, and the Reinsurer shall provide a certification with respect to such valuation, including the calculation of the aggregate Statutory Book Value and Fair Market Value of all such assets (both on an asset-by-asset basis and a cumulative basis)the assets, to the Company and the Trustee within thirty (30) days after the end of such quarter. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is less than the Required Balance as of such quarter end, the Reinsurer shall within five (5) ten Business Days after such determination is made make such further deposits to the Custody Trust Account or Trust Account, as are required in order to restore the Required Balance as of such quarter end. If the amount of cash plus the Statutory Book Value of assets held in the Custody Account with respect to this Agreement and the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Reinsurer may provide notice to the Company of its desire to withdraw assets from the Custody Trust Account, specifying the amount and type of assets to be withdrawn. Within five (5) Business Days following its delivery of such notice to the Company, the Reinsurer may withdraw such assets from the Custody Trust Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end in accordance with the requirements set forth in the Custody Agreementend. Any disputes by the Company of the amount of the Required Balance or the valuation of any asset deposited in the Custody Trust Account pursuant to this Section 4.1 3.1 shall be resolved in accordance with Section 10.210.3. Upon resolution of any such dispute in accordance with Section 10.210.3, either (A) the Reinsurer shall cause to be deposited additional assets that comply with Section 3.1(a) within two (2) Business Days following such resolution, such that following any such deposit, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end; resolution or (B) the Reinsurer may withdraw assets from the Custody Trust Account in accordance with this Section 4.1(b3.1(b), such that following any such deposit or withdrawal, the amount of cash plus the Statutory Book Value of the assets held in the Custody Account with respect to this Agreement and the Trust Account is sufficient to maintain the Required Balance as of the applicable quarter end. Unless otherwise agreed upon in writing by the Company, the Reinsurer shall maintain the Custody such Trust Account until all obligations of the Reinsurer under this Agreement have been fully satisfied, as determined by the Company in its sole reasonable discretion. (c) The Company and . Notwithstanding the foregoing, the Reinsurer agree that may terminate the assets maintained in (i) the Custody Account may be withdrawn by the Company only after a default by the Reinsurer in the performance of its monetary obligations hereunder that is not being disputed by the Reinsurer in good faith, which undisputed payment default has not been cured by the Reinsurer within five (5) Business Days following its receipt of a written notice thereof delivered by the Company or (ii) Trust Agreement and close the Trust Account may be withdrawn by at any time when the Company only (A) to Required Balance as of the extent that an amount owed to the Reinsurer under the Ameritas Coinsurance Agreement is being disputed by Ameritas, (B) such amount, arising from the same obligation, is owed to the Company under this Agreement and (C) the payment of such amount to the Company is not being disputed by the Reinsurer in good faith under this Agreement. The amount end of any such withdrawal in excess calendar quarter is less than 10% of amounts then due to the Company hereunder shall be deemed maintained in trust for sum of the benefit capital and surplus of the Reinsurer and promptly returned to plus the Custody Account or asset valuation reserve of the Trust AccountReinsurer, in each case as applicable. Upon prior written notice to the Company, the Reinsurer shall have the right to substitute or exchange assets maintained in the Custody Account determined in accordance with the requirements set forth in statutory accounting principles and practices prescribed by the Custody Agreement (such substituted or exchanged assets, the “Replacement Assets”); provided that (i) the aggregate Statutory Book Value Reinsurer’s state of domicile as of such Replacement Assets that are deposited in or credited to the Custody Account shall be at least equal to the aggregate Statutory Book Value of the assets being removed from the Custody Account, (ii) the ratio of the aggregate Fair Market Value of the non-cash Replacement Assets to the aggregate Statutory Book Value of the non-cash Replacement Assets shall be the same as or greater than the ratio of the aggregate Fair Market Value of the non-cash assets being removed from the Custody Account to the aggregate Statutory Book Value of the non-cash assets being removed from the Custody Account immediately prior to such substitution, (iii) the Replacement Assets shall be deposited in the Custody Account prior to or simultaneously with the removal of assets from the Custody Account in connection with any such substitution or exchange and (v) the Reinsurer shall not make any substitutions under this Section 4.1(c) if it is in default under any other provision of this Agreementquarter end. (d) As of the date of the transfer of any assets to the Custody Account after the Effective Date, the Reinsurer will have good and marketable title to all such assets transferred by it to the Custody Account, all assets transferred by the Reinsurer after the Effective Date to the Custody Account shall be transferred free and clear of any liens other than interests of nominees, custodians or similar intermediaries, and the Reinsurer will not create, incur, assume or permit any lien or other encumbrance on any of the assets held in the Custody Account, or on any interest therein or on any of the proceeds thereof, other than interests of nominees, custodians or similar intermediaries. (e) The Reinsurer shall notify the Company in writing of any payment default occurring as to any asset in the Custody Account promptly after the Reinsurer receives notice of such default. In the event the Reinsurer determines that a delinquency of a timely payment in regard to any of the assets in the Custody Account has occurred, the Reinsurer shall inform the Company of such delinquency promptly upon such determination. (f) Assets in the Custody Account or the Trust Account, as applicable, may be withdrawn and applied by the Company or any successor of the Company without diminution because of insolvency on the part of the Company or the Reinsurer only for the following purposes: (i) to pay to the Company any amount due to be paid out of the Custody Account or the Trust Account, as applicable, as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Reinsurer in good faith; (ii) to pay any portion of the Net Settlement due to be paid to the Company from the Custody Account or the Trust Account, as applicable, in accordance with Section 6.2(b) to the extent such portion is not being disputed by the Reinsurer in good faith; or (iii) to pay or reimburse the Company for any other amounts due but not yet recovered from the Reinsurer under this Agreement in order to satisfy liabilities under the Reinsured Policies to the extent such amounts are not being disputed by the Reinsurer in good faith. For the avoidance of doubt, any amounts referred to above that are not the subject of a good faith dispute may be withdrawn and applied for the purposes provided above. (g) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Custody Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed. (h) The Reinsurer shall not amend, restate, modify, supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise alter or waive, or consent to amendment, restatement, modification, supplementation, assignment, termination, hypothecation, subordination, dischargement or other alteration or waiver of the Trust Agreement, in each case, in any way that would materially and adversely affect the rights of the Company thereunder without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.