Common use of Separate Accounts Clause in Contracts

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective Time, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts to be paid with respect to surrenders, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with SAP of the Ceding Company Domiciliary State SAPState. From and after the Closing, the Separate Accounts as they relate to the Reinsured Contracts shall be administered by the Reinsurer pursuant to the Administrative Services Agreement. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, or shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing pursuant to the terms of the applicable Reinsured ContractContracts, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All and all amounts to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts Contract that by the express terms of such Reinsured Contracts Contract contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contractsextent so contemplated.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All , and all amounts to be paid with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent so contemplated. For the avoidance of doubt, Separate Account Liabilities exclude any Excluded Liabilities. As of the Ceding Company shall have Closing Date, the right Parties will record on their respective books and records an initial modco reserve adjustment to withdraw from the extent necessary to reflect the cession of the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured ContractsAccount Liabilities hereunder on a modified coinsurance basis.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to Covered Insurance Policies (other than the Separate Account LiabilitiesNet Retained Liabilities Policies), the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company in the Separate AccountsAccounts or the Shared Separate Account, as applicable, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts or the Shared Separate Account to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, and own all assets contained in the Ceding Company’s Separate Accounts and the Shared Separate Account and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company’s Separate Accounts or Shared Separate Account and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with SAP of the Ceding Company Domiciliary State SAPState. For each Reinsured Contract that relates to From and after the Separate Account LiabilitiesEffective Time, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after and the Effective Time Shared Separate Account as they relate to the Covered Insurance Policies shall be administered by the Reinsurer pursuant to the terms Administrative Services Agreement. (b) For each of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid Covered Insurance Policies (or provided for) pursuant to other than the Net Settlement. All amounts Retained Liabilities Policies), the amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts Covered Insurance Policy for claims incurred and actually reported to the Ceding Company as of the Effective Time or incurred after the Effective Time that by the express terms of such Reinsured Contracts Covered Insurance Policy contemplate payment from the Separate Accounts or the Shared Separate Account (excluding any other than the Excluded Liabilities, ) (the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant or the Shared Separate Account, as applicable, to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contractsextent so contemplated.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate Separate Accounts applicable to the Separate Account LiabilitiesCovered Insurance Policies, the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, subject to the rights of the Reinsurer as the Administrator, the Ceding Company shall retain retain, control and own all assets contained in the Ceding Company's Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company's Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. . (b) For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into of the Separate Accounts after applicable to Covered Insurance Policies, the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation benefits or any other amounts with respect to payable under such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Covered Insurance Policy shall be paid out of the Separate Accounts to the extent required by such Covered Insurance Policy. Any amounts required to be paid from assets of any Separate Accounts pursuant to Sections 3.3 the terms of a Covered Insurance Policy shall be paid from the relevant Separate Account and 3.11the Reinsurer shall not be required to pay any such amounts out of its own general account. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Covered Insurance Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the terms and expense risk charges and any other fees or charges that are payable from the account values conditions of the Reinsured Contractsapplicable Covered Insurance Policies.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesPolicy, the amount amounts to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Policy shall be held by the Ceding Company in the a Separate AccountsAccount, and Premiums all premiums, deposits and other amounts collected with respect to such the Reinsured Contracts Policy shall be deposited in the Separate Accounts Account to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsPolicy. From and after the Effective Time, the The Ceding Company shall retain retain, control and own all assets contained in the Separate Accounts Account and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Policies that are funded, in whole or in part, by one or more of the Separate Accounts Account and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. . (b) For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into of the Separate Accounts after the Effective Time pursuant applicable to the terms of Reinsured Policies, the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, death loans, annuitizations, withdrawal benefits, other optional benefits, compensation death benefits or any other amounts with respect to payable under such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Reinsured Policy. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Reinsured Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the terms and expense risk charges and any other fees or charges that are payable from the account values conditions of the applicable Reinsured ContractsPolicies.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. . (b) For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer Ceding Company or the Reinsurer, as applicable, shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All , and all amounts to be paid with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent so contemplated. For So long as the avoidance of doubtAdministrative Services Agreement remains in effect, the Ceding Company shall have permit the right Reinsurer to withdraw from make payments of Separate Account Liabilities out of the Separate Accounts all mortality directly and expense risk charges and any other fees or charges that are payable from shall cooperate with the account values Reinsurer in making such payments, including providing direct access to the Reinsurer to such accounts. As of the Reinsured ContractsEffective Time, the Parties will record on their respective books and records an initial modco reserve adjustment based on the value of the Separate Account assets as of the Effective Time to the extent necessary to reflect the cession of the Separate Account Liabilities hereunder on a modified coinsurance basis.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective Time, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts to be paid with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured 1007933761v22 Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 the extent so contemplated. For the avoidance of doubt, Separate Account Liabilities exclude Ceding Company Extra-Contractual Obligations. As of the Closing Date, the Parties will record on their respective books and 3.11records an initial modified coinsurance reserve adjustment to the extent necessary to reflect the cession of the Quota Share of the Separate Account Liabilities hereunder on a modified coinsurance basis. (b) Except as consented to in writing by the Reinsurer or as required by a vote of Policyholders, neither the Ceding Company nor its Affiliates (unless such Affiliates are required to so act under applicable Law (including, without limitation, common law or statutory fiduciary duties)) shall initiate, consent to or otherwise permit a change to the investment options or underlying investment funds available through the Separate Accounts under the Reinsured Contracts or the terms or conditions of any agreements between the Ceding Company and a variable investment trust or other investment vehicle offered as an investment option in the Separate Accounts with respect to the Reinsured Contracts (including any plan of operations for any Separate Accounts) that at the time of such change would reasonably be expected to have, in the aggregate considering all positive and adverse effects thereof [***], an adverse and non-de minimis effect on the Reinsurer or the Reinsurer’s liability hereunder (each, a “Separate Account Change”), other than for any Separate Account Change required by the terms of such Reinsured Contracts, any Governmental Order or any applicable Law, in which case the Ceding Company shall, to the extent practicable and legally permissible, consult with the Reinsurer as to any such Separate Account Change; provided, that with respect to any replacement of an investment option or underlying investment fund with another investment option or underlying investment fund within the same Morningstar Category, differences in the investment risk or performance profiles of said funds shall not in and of themselves constitute a Separate Account Change. The Parties agree that any actions taken by the board of directors, trustees or beneficial owners of an investment vehicle or investment option offered in a Separate Account shall not be subject to any right of the Reinsurer to consent to, or be consulted with respect to, such action, except to the extent the Ceding Company or any of its Affiliates (unless such Affiliates may not give effect to such Reinsurer consent or consultation right under applicable Law (including, without limitation, common law or statutory fiduciary duties)) has a right to consent to, or be consulted with respect to, such action. For the avoidance of doubt, the Reinsurer hereby provides its prior written consent to the fund substitutions set forth in Section 5.01 of the Ceding Company Disclosure Schedule. (c) Except as required by any Governmental Order or applicable Law, there shall be no modification to the M&E Fees without the prior written consent of the Reinsurer. To the extent any counterparty seeks to modify M&E Fees, the Ceding Company shall have consult with the right Reinsurer as to withdraw from any such proposed modifications and shall not encourage or accept a modification that would be adverse to the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from Reinsurer without the account values of the Reinsured ContractsReinsurer’s prior written consent.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to Covered Insurance Policies (other than the Separate Account LiabilitiesNet Retained Liabilities Policies), the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company in the Separate AccountsAccounts or the Shared Separate Account, as applicable, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts or the Shared Separate Account to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, and own all assets contained in the Ceding Company's Separate Accounts and the Shared Separate Account and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company's Separate Accounts or Shared Separate Account and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with SAP of the Ceding Company Domiciliary State SAPState. For each Reinsured Contract that relates to From and after the Separate Account LiabilitiesEffective Time, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after and the Effective Time Shared Separate Account as they relate to the Covered Insurance Policies shall be administered by the Reinsurer pursuant to the terms Administrative Services Agreement. (b) For each of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid Covered Insurance Policies (or provided for) pursuant to other than the Net Settlement. All amounts Retained Liabilities Policies), the amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts Covered Insurance Policy for claims incurred and actually reported to the Ceding Company as of the Effective Time or incurred after the Effective Time that by the express terms of such Reinsured Contracts Covered Insurance Policy contemplate payment from the Separate Accounts or the Shared Separate Account (excluding any other than the Excluded Liabilities, ) (the “Separate Account Liabilities”"SEPARATE ACCOUNT LIABILITIES") shall be paid out of the Separate Accounts pursuant or the Shared Separate Account, as applicable, to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contractsextent so contemplated.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and the Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit the Quota Share of any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All , and the Quota Share of all amounts to be paid with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilitiesall such amounts prior to application of the Quota Share, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent so contemplated. For the avoidance of doubt, Separate Account Liabilities exclude any Excluded Liabilities. As of the Ceding Company shall have Closing Date, the right Parties will record on their respective books and records an initial modco reserve adjustment to withdraw from the extent necessary to reflect the cession of the Quota Share of the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured ContractsAccount Liabilities hereunder on a modified coinsurance basis.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesPolicy, the amount amounts to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Policy shall be held by the Ceding Company in the a Separate AccountsAccount, and Premiums all premiums, deposits and other amounts collected with respect to such the Reinsured Contracts Policy shall be deposited in the Separate Accounts Account to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsPolicy. From and after the Effective Time, the The Ceding Company shall retain retain, control and own all assets contained in the Separate Accounts Account and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Policies that are funded, in whole or in part, by one or more of the Separate Accounts Account and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. . (a) For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into of the Separate Accounts after the Effective Time pursuant applicable to the terms of Reinsured Policies, the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, death loans, annuitizations, withdrawal benefits, other optional benefits, compensation death benefits or any other amounts with respect to payable under such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Reinsured Policy. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Reinsured Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the terms and expense risk charges and any other fees or charges that are payable from the account values conditions of the applicable Reinsured ContractsPolicies.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesPolicies, the amount to be invested on a variable basis or otherwise held in the related Separate Accounts in accordance with the terms of such Reinsured Contracts Separate Account Policy shall be held by the Ceding Company in the Separate Accounts, and all Separate Account Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsSeparate Account Policies. From and after the Effective Time, the The Ceding Company shall retain retain, control and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Separate Account Policies that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with SAP applicable to the Ceding Company Domiciliary State SAP. Company. (b) For each Reinsured Contract that relates to of the Separate Account LiabilitiesPolicies, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation Compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Separate Account Policy. For Amounts to be paid under Separate Account Policies which exceed the avoidance assets of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable allocable to such Separate Account Policies shall be paid from the general account values to the extent required by the applicable Separate Account Policies, but shall nevertheless constitute General Account Liabilities. For purposes hereof, the portion of the Reinsured ContractsSeparate Account Liabilities attributable to the Separate Account Policies shall be determined in a manner consistent with the applicable Separate Account Policies and Applicable Law.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Variable Reinsured Contracts Policies that relate to the Separate Account Liabilities, the amount invested on a variable basis in accordance with the terms of such Variable Reinsured Contracts Policies shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Variable Reinsured Contracts Policies shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Variable Reinsured ContractsPolicies. From and after the Effective TimeClosing, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Variable Reinsured Contracts Policies that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. From and after the Closing, the Separate Accounts shall be administered by the Reinsurer in accordance with the Administrative Services Agreement. For each Variable Reinsured Contract Policy that relates to the Separate Account Liabilities, the Reinsurer shall deposit, or shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Variable Reinsured ContractPolicy, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All and all amounts to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Variable Reinsured Contracts Policy that by the express terms of such Variable Reinsured Contracts contemplate Policy require payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the applicable Separate Accounts pursuant to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contractsextent so required.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the Separate Account Reserves and the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing Date, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheetsStatutory Financial Statements, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All , and all amounts to be paid incurred with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent so contemplated; provided, however, that the Separate Account Liabilities shall not include Excluded Liabilities. For As of the avoidance of doubtClosing Date, the Ceding Company shall have Parties will record on their respective books and records an initial reserve adjustment to the right extent necessary to withdraw from reflect the cession of the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured ContractsAccount Liabilities hereunder on a modified coinsurance basis.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesCovered Insurance Policies, the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company or the Underlying Companies, as applicable, in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, control and own all assets contained in the Ceding Company's Separate Accounts and shall hold the its Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company's Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. The Reinsurer acknowledges that the Underlying Companies will retain, control and own all assets contained in such Underlying Companies' Separate Accounts and shall hold such Underlying Companies' Separate Account Reserves with respect to the Covered Insurance Policies that are funded, in whole or in part, by one or more such Underlying Companies' Separate Accounts. (b) For each Reinsured Contract that relates to of the Separate Account LiabilitiesCovered Insurance Policies, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation Compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Covered Insurance Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Covered Insurance Policy. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Covered Insurance Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the applicable Covered Insurance Policies and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts.Applicable Law. [REDACTED]

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesAccounts, the amount to be invested on a variable basis or otherwise held in such Separate Account in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, control and own all assets contained in the Ceding Company’s Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one (1) or more of the Ceding Company’s Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheetsfinancial statements, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer SAP applicable to the Ceding Company for deposit any additional amounts required to be deposited into Company. (b) For each of the Separate Accounts after applicable to Covered Insurance Policies, the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Liabilities shall be paid out of the Separate Accounts to the extent required by such Covered Insurance Policy. Any amounts required to be paid from assets of any Separate Accounts pursuant to Sections 3.3 the terms of a Covered Insurance Policy shall be paid from the relevant Separate Account and 3.11the Reinsurer shall not be required to pay any such amounts out of its own general account. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Covered Insurance Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the terms and expense risk charges and any other fees or charges that are payable from the account values conditions of the Reinsured Contractsapplicable Covered Insurance Policies and applicable Law.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesPolicies, the amount to be invested on a variable basis or otherwise held in the related Separate Accounts in accordance with the terms of such Reinsured Contracts Separate Account Policy shall be held by the Ceding Company in the Separate Accounts, and all Separate Account Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsSeparate Account Policies. From and after the Effective Time, the The Ceding Company shall retain retain, control and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts Separate Account Policies that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with SAP applicable to the Ceding Company Domiciliary State SAP. Company. (b) For each Reinsured Contract that relates to of the Separate Account LiabilitiesPolicies, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation Compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Separate Account Policy. For Amounts to be paid under Separate Account Policies which exceed the avoidance assets of doubt, the Ceding Company shall have the right to withdraw from the Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable allocable to such Separate Account Policies shall be paid from the general account values to the extent required by the applicable Separate Account Policies, but shall nevertheless constitute General Account Liabilities. For purposes hereof, the portion of the Reinsured ContractsSeparate Account Liabilities attributable to the Separate Account Policies shall be determined in a manner consistent with the applicable Separate Account Policies and Applicable Law, including the laws of the State of New York.

Separate Accounts. (a) Notwithstanding anything contained Except as required by the terms of the applicable Separate Accounts, the Reinsured Contracts and Applicable Law, the Administrator shall be the exclusive administrator of the Separate Accounts with respect to the assets supporting reserves related to the Reinsured Contracts in the Separate Accounts (such assets, “Administered Separate Account Assets”), and, subject to Section 2.8 of the Reinsurance Agreement, shall have the exclusive right to alter the terms, plan of operations, xxxxxx and investment options with respect to the Administered (b) Except as expressly provided in this Agreement to or as required by Applicable Law or the contrary, for each terms of the Reinsured Contracts that relate Contracts, the Recipient agrees not to control or access the Administered Separate Account Assets. In furtherance and not in limitation of the foregoing sentence, except as required by Applicable Law, the terms of the Reinsured Contracts, the terms of the applicable Separate Accounts or this Agreement, or as would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement: (i) The Recipient shall give the Administrator exclusive authority over the Administered Separate Account Assets including the exclusive authority to (A) designate the authorized signatories with respect to the Administered Separate Account Assets, (B) make deposits related to the Administered Separate Account Assets in the Separate Accounts in the name of the Recipient, (C) make withdrawals related to the Administered Separate Account Assets from the Separate Accounts in the name of the Recipient, (D) enter into agreements with respect to the Administered Separate Account Assets on behalf of the Recipient and (E) manage the Administered Separate Account Assets, including the exclusive authority to appoint one or more investment managers on behalf of the Recipient to manage the Separate Account Assets. (ii) The Recipient shall use commercially reasonable efforts to do all things reasonably necessary to enable the Administrator to maintain and access the Administered Separate Account Assets, including executing and delivering such resolutions and other documents as may be requested from time to time by the financial institutions holding assets related to the Separate Account LiabilitiesAccounts; provided that the Administrator shall reimburse the Recipient for any of its actual, out-of-pocket costs incurred in connection with such efforts. Without the Administrator’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the amount invested on a variable basis in accordance Recipient shall not make any changes to the authorized signatories with respect to the Separate Accounts, nor attempt to withdraw any Administered Separate Account Assets therefrom. (iii) The Recipient shall not terminate, modify, amend, supplement or otherwise change (A) any investment options with respect to any Administered Separate Account Assets or agreements with mutual fund (c) The Administrator may request the Recipient to (i) enter into new agreements with mutual fund organizations with which the Recipient does not have existing agreements as of the Effective Date, providing for such mutual fund organizations to make their mutual funds available as investment options within the Separate Accounts and (ii) make additional mutual funds or mutual fund share classes available as investment options within the Separate Accounts under existing agreements between the Recipient and any mutual fund organization, and the Recipient shall use commercially reasonable efforts to take such actions, subject to compliance with Applicable Law and the terms of and conditions set forth in the applicable Reinsured Contracts; provided that the Recipient’s actual, out-of-pocket costs associated with such Reinsured Contracts actions shall be held reimbursed by the Ceding Company Administrator; provided, further, that (A) the Recipient shall not be required to enter any new agreements with mutual fund organizations or make additional mutual funds or mutual fund share classes available if such agreements contain covenants restricting the activities or operation of the business of the Recipient or any of its Affiliates or contain indemnification obligations applicable to the Recipient or any of its Affiliates or if such actions would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement and (B) the Administrator shall indemnify and hold the Recipient and its Affiliates harmless for any Liabilities arising out of any such new agreements or additional mutual funds or mutual fund share classes. (d) The Administrator may request the Recipient to (i) enter into new agreements with hedge counterparties with which the Recipient does not have existing agreements as of the Effective Date, providing for hedging of any Administered Separate Account Assets and the Separate Accounts, (ii) enter into new investment management agreements with respect to the Administered Separate Account Assets and (iii) terminate, modify, amend, supplement or change existing agreements between the Recipient, on the one hand, and any hedge counterparty or investment manager, on the other hand, with respect to any Administered Separate Account Assets or the Separate Accounts, and Premiums the Recipient shall use commercially reasonable efforts to take such actions, subject to compliance with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by Applicable Law and the terms and conditions of such Reinsured Contracts. From and after the Effective Time, the Ceding Company shall retain and own all assets contained set forth in the Separate Accounts and shall hold the Separate Account Reserves with respect to the applicable Reinsured Contracts and except as would, or would reasonably be expected to, adversely affect the Recipient in a material manner, after accounting for the benefits expected to be received by the Recipient under this Agreement and the Reinsurance Agreement; provided that are fundedthe Recipient’s actual, in whole or in part, by one or more of the Separate Accounts and out-of-pocket costs associated with such Separate Account Reserves actions shall be reported reimbursed by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates Administrator. (e) Subject to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to Applicable Law and the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts to be paid with respect to surrenders, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded LiabilitiesContracts, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11. For the avoidance of doubt, the Ceding Company Administrator shall have the right authority to withdraw from amend the terms, plan of operations and investment options of any Separate Accounts all mortality and expense risk charges and any other fees or charges that are payable from Account to provide for the account values exclusive investment of the Reinsured ContractsAdministered Separate Account Assets in a separate account established by PLIC or its Affiliates.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesCovered Insurance Policies, the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company or the Underlying Companies, as applicable, in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, control and own all assets contained in the Ceding Company's Separate Accounts and shall hold the its Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company's Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. The Reinsurer acknowledges that the Underlying Companies will retain, control and own all assets contained in such Underlying Companies' Separate Accounts and shall hold such Underlying Companies' Separate Account Reserves with respect to the Covered Insurance Policies that are funded, in whole or in part, by one or more such Underlying Companies' Separate Accounts. (b) For each Reinsured Contract that relates to of the Separate Account LiabilitiesCovered Insurance Policies, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation Compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Covered Insurance Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Covered Insurance Policy. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Covered Insurance Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the applicable Covered Insurance Policies and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured ContractsApplicable Law.

Separate Accounts. The administrator shall maintain two separate accounts under the trust, a "rollout account" and a "deferred account." Funds delivered to the trustee shall be allocated between the accounts by the trustee as directed by the administrator. As of the end of each calendar year, the administrator shall charge each account with all distributions made from such account during that year; and credit each account with its share of income and realized gains and charge each account with its share of expenses and realized losses for the year. The trustee shall not be required to make any separate investment of the trust fund for the accounts, and may administer and invest all funds delivered to it under the trust as one trust fund. II-2. DISTRIBUTIONS FROM THE ROLLOUT ACCOUNT PRIOR TO THE GRANTOR'S DEATH. The trustee shall distribute principal and accumulated income credited to the rollout account to the grantor, if then living, at such times and in such amounts as the administrator shall direct. II-3. DISTRIBUTIONS FROM THE DEFERRED ACCOUNT PRIOR TO THE GRANTOR'S DEATH. Principal and accumulated income credited to the deferred account shall not be distributed from the trust prior to the grantor's retirement or other termination of employment with Abbott or a subsidiary of Abbott (the grantor's "settlement date"); provided that, each year the administrator may direct the trustee to distribute to the grantor a portion of the income of the deferred account for that year, with the balance of such income to be accumulated in that account. The administrator shall inform the trustee of the grantor's settlement date. Thereafter, the trustee shall distribute the amounts from time to time credited to the deferred account to the grantor, if then living, in a series of annual installments, with the amount of each installment computed by one of the following methods: (a) Notwithstanding anything contained in this Agreement The amount of each installment shall be equal to the contrary, for each sum of: (i) the amount credited to the deferred account as of the Reinsured Contracts that relate end of the year in which the grantor's settlement date occurs, divided by the number of years over which installments are to be distributed; plus (ii) the net earnings credited to the Separate Account Liabilities, deferred account for the preceding year (excluding the year in which the grantor's settlement date occurs). (b) The amount of each installment shall be determined by dividing the amount invested on a variable basis in accordance with credited to the terms deferred account as of such Reinsured Contracts shall be held the end of the preceding year by the Ceding Company in difference between (i) the Separate Accountstotal number of years over which installments are to be distributed, and Premiums with respect to such Reinsured Contracts shall be deposited in (ii) the Separate Accounts to number of annual installment distributions previously made from the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and deferred account. (c) Each installment (after the Effective Time, the Ceding Company shall retain and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts to be paid with respect to surrenders, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”first installment) shall be paid out approximately equal, with the amount comprised of the Separate Accounts pursuant sum of: (i) the amount of the first installment, plus interest thereon at the rate determined under the 1986 Xxxxxx Laboratories Management Incentive Plan, compounded annually; and (ii) the net earnings credited to Sections 3.3 and 3.11the deferred account for the preceding year. For Notwithstanding the avoidance of doubtforegoing, the Ceding Company final installment distribution made to the grantor under this paragraph II-3 shall have equal the right to withdraw total principal and accumulated income then held in the trust fund. The grantor, by writing filed with the trustee and the administrator on or before the end of the calendar year in which the grantor's settlement date occurs (or the end of the calendar year in which this trust is established, if the grantor's settlement date has already occurred), may select both the period (which may not be less than ten years from the Separate Accounts all mortality end of the calendar year in which the grantor's settlement date occurred) over which the installment distributions are to be made and expense risk charges the method of computing the amount of each installment. In the absence of such a written direction by the grantor, installment distributions shall be made over a period of ten years, and any other fees or charges that are payable the amount of each installment shall be computed by using the method described in subparagraph (a) next above. Installment distributions under this Paragraph II-3 shall be made as of January 1 of each year, beginning with the calendar year following the year in which the grantor's settlement date occurs. The administrator shall inform the trustee of the amount of each installment distribution under this paragraph II-3, and the trustee shall be fully protected in relying on such information received from the account values of the Reinsured Contractsadministrator.

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for For each of the Reinsured Contracts that relate to the Separate Account LiabilitiesCovered Insurance Policies, the amount to be invested on a variable basis in accordance with the terms of such Reinsured Contracts Covered Insurance Policy shall be held by the Ceding Company or the Underlying Companies, as applicable, in the Separate Accounts, and all Premiums with respect to such Reinsured Contracts Covered Insurance Policy shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured ContractsCovered Insurance Policy. From and after the Effective Time, the Ceding Company shall retain retain, control and own all assets contained in the Ceding Company’s Separate Accounts and shall hold the its Separate Account Reserves with respect to the Reinsured Contracts Covered Insurance Policies that are funded, in whole or in part, by one or more of the Ceding Company’s Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State SAP. The Reinsurer acknowledges that the Underlying Companies will retain, control and own all assets contained in such Underlying Companies’ Separate Accounts and shall hold such Underlying Companies’ Separate Account Reserves with respect to the Covered Insurance Policies that are funded, in whole or in part, by one or more such Underlying Companies’ Separate Accounts. (b) For each Reinsured Contract that relates to of the Separate Account LiabilitiesCovered Insurance Policies, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time pursuant to the terms of the applicable Reinsured Contract, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All amounts amount to be paid with respect to surrenders, loans, annuitization payments, death benefits, other optional benefits, compensation Compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) Covered Insurance Policy shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent required by such Covered Insurance Policy. For the avoidance of doubtpurposes hereof, the Ceding Company Reinsured Liabilities attributable to the Covered Insurance Policies shall have be apportioned between the right to withdraw from General Account Liabilities and the Separate Accounts all mortality Account Liabilities in a manner consistent with the applicable Covered Insurance Policies and expense risk charges and any other fees or charges that are payable from the account values of the Reinsured Contracts.Applicable Law. [REDACTED] [REDACTED]

Separate Accounts. (a) Notwithstanding anything contained in this Agreement to the contrary, for each of the Reinsured Contracts that relate to the Separate Account Liabilities, the Separate Account Reserves and the amount invested on a variable basis in accordance with the terms of such Reinsured Contracts shall be held by the Ceding Company in the Separate Accounts, and Premiums with respect to such Reinsured Contracts shall be deposited in the Separate Accounts to the extent required to be deposited therein by the terms and conditions of such Reinsured Contracts. From and after the Effective TimeClosing Date, the Ceding Company shall retain retain, control and own all assets contained in the Separate Accounts and shall hold the Separate Account Reserves with respect to the Reinsured Contracts that are funded, in whole or in part, by one or more of the Separate Accounts and such Separate Account Reserves shall be reported by the Ceding Company on its Separate Account balance sheets, consistent with the Ceding Company Domiciliary State Applicable SAP. For each Reinsured Contract that relates to the Separate Account Liabilities, the Reinsurer shall deposit, shall cause to be deposited, or shall transfer to the Ceding Company for deposit any additional amounts required to be deposited into the Separate Accounts after the Effective Time Closing Date pursuant to the terms of the applicable Reinsured ContractContract and consistent with Applicable SAP, in each case, except to the extent that such amounts have been previously paid (or provided for) pursuant to the Net Settlement. All and all amounts to be paid with respect to surrenders, annuitization payments, death benefits, other optional benefits, compensation or any other amounts with respect to such Reinsured Contracts that by the express terms of such Reinsured Contracts contemplate payment from the Separate Accounts (excluding any Excluded Liabilities, the “Separate Account Liabilities”) shall be paid out of the Separate Accounts pursuant to Sections 3.3 and 3.11the extent so contemplated. For the avoidance of doubt, Separate Account Liabilities exclude any Excluded Liabilities. (b) Except as directed by the Reinsurer or as performed by the Administrator with the consent of the Reinsurer (or its duly appointed assignee or delegatee), the Ceding Company, on its own initiative, shall not change the operation of the Separate Accounts with respect to the assets supporting reserves related to the Reinsured Contracts, the investment options or underlying investment funds available with respect to the assets supporting reserves related to the Reinsured Contracts in the Separate Accounts, or the terms or conditions of the agreements and documents related to the Separate Accounts (including any plan of operations or investment management agreement for any Separate Accounts) that may impact the assets supporting reserves related to the Reinsured Contracts (each a “Separate Account Change”), other than for any Separate Account Change required by the terms of such Reinsured Contract, any Governmental Order or Applicable Law or required by any Governmental Authority or if the failure to make such change would, or would reasonably be expected to adversely affect the Ceding Company in a material manner economically or otherwise, after accounting for the benefits expected to be received by the Ceding Company under this Agreement and the Administrative Services Agreement. Furthermore, the Ceding Company shall have not object to or hinder any efforts by the right Reinsurer or the Administrator to withdraw from effectuate any Separate Account Change, as long as such Separate Account Change is not contrary to the Separate Accounts all mortality terms and expense risk charges and any other fees or charges that are payable from the account values conditions of the Reinsured Contracts.such Reinsured