FUNDS WITHHELD COINSURANCE AGREEMENT between AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of October 1, 2013

FUNDS WITHHELD COINSURANCE AGREEMENT between AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK and FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY Dated as of October 1, 2013

Document Metadata

Table of Contents

Document Metadata

Exhibit 10.13

EXECUTION VERSION

(Non-Financed NLG)

FUNDS WITHHELD COINSURANCE AGREEMENT

between

AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK

and

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Dated as of October 1, 2013

TABLE OF CONTENTS


ARTICLE		Page

ARTICLE I DEFINITIONS AND CONSTRUCTION			1

Section 1.1	Definitions		1
Section 1.2	Construction		10

ARTICLE II COINSURANCE			11

Section 2.1	Scope and Basis of Reinsurance		11
Section 2.2	Reinsuring Clause		11
Section 2.3	Allocation of Assets and Ceding Commission		11
Section 2.4	Net Retained Liabilities		13
Section 2.5	Guaranty Fund Assessments and Premium Taxes		15
Section 2.6	Other Reinsurance		16
Section 2.7	Policy Changes and Non-Guaranteed Elements		16
Section 2.8	Premiums		17
Section 2.9	Assignment; Security Interest		17
Section 2.10	Hedging		18
Section 2.11	Existing Interest Maintenance Reserve		19
Section 2.12	Retention		20
Section 2.13	Cash Flow Testing Reserves		20

ARTICLE III REINSURANCE LIABILITY			20

Section 3.1	Reinsurance Liability		20
Section 3.2	Other Reinsurance		20
Section 3.3	Disclaimer		21

ARTICLE IV CERTAIN FINANCIAL PROVISIONS			21

Section 4.1	Credit for Reinsurance		21
Section 4.2	RBC Reports		22
Section 4.3	Establishment of the Funds Withheld Account		22

ARTICLE V PLAN OF REINSURANCE			24

Section 5.1	Plan		24
Section 5.2	Follow the Fortunes		24
Section 5.3	Reductions and Terminations		24
Section 5.4	Reinstatements		24
Section 5.5	Contractual Conversions; Internal Replacement		24
Section 5.6	Policy List Errors		25
Section 5.7	Renewal Commissions		25

ARTICLE VI ADMINISTRATION			26

Section 6.1	Administrative Services		26
Section 6.2	Net Settlements		26


ARTICLE VII DAC TAX		27

Section 7.1	DAC Tax Election	27

ARTICLE VIII INSOLVENCY		28

Section 8.1	Insolvency	28
Section 8.2	Expenses	28

ARTICLE IX TERMINATION		29

Section 9.1	Duration of Coinsurance	29
Section 9.2	Termination	29
Section 9.3	Termination by the Company	29
Section 9.4	Termination by the Reinsurer	29
Section 9.5	Settlement Upon Termination	30

ARTICLE X RESOLUTION OF CERTAIN DISPUTES		30

Section 10.1	Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium	30
Section 10.2	Disputes over Calculations	33

ARTICLE XI INDEMNIFICATION		33

Section 11.1	Indemnification of the Reinsurer by the Company	33
Section 11.2	Indemnification of the Company by the Reinsurer	34

ARTICLE XII CONFIDENTIALITY		34

Section 12.1	Confidentiality	34

ARTICLE XIII REPRESENTATIONS AND WARRANTIES		35

Section 13.1	Representations and Warranties of Reinsurer	35
Section 13.2	Representations and Warranties of the Company	36

ARTICLE XIV GENERAL PROVISIONS		37

Section 14.1	Errors and Omissions	37
Section 14.2	Offset and Recoupment	37
Section 14.3	Expenses	38
Section 14.4	Parties to this Agreement	38
Section 14.5	Authority	38
Section 14.6	No Assignment	38
Section 14.7	Notices	38
Section 14.8	Severability	40
Section 14.9	Announcements	40
Section 14.10	Schedules, Annexes and Exhibits	40
Section 14.11	Entire Agreement	40
Section 14.12	Binding Effect	40
Section 14.13	Waiver and Amendment	40

INDEX OF SCHEDULES


Schedule 1.1(i)		Assumed Reinsurance Agreements
Schedule 1.1(ii)		Other Reinsurance
Schedule 2.11		Existing Interest Maintenance Reserve

INDEX OF ANNEXES


Annex A		List of Initial Reinsurance Assets
Annex B		Net Settlements
Annex C		List of XX Xxxxxx
Annex D		Life Reference Balance Sheet
Annex E		Additional Life Reference Balance Sheet Assets
Annex F		Policy List

iii

FUNDS WITHHELD COINSURANCE AGREEMENT

This Funds Withheld Coinsurance Agreement (this “Agreement”), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company of New York, an insurance company organized under the laws of the State of New York (the “Company”), and First Allmerica Financial Life Insurance Company, an insurance company organized under the laws of the Commonwealth of Massachusetts (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”).

RECITALS

WHEREAS, the Company desires to cede or retrocede to the Reinsurer, on the terms and conditions stated herein, all of its liabilities under certain life insurance policies issued and reinsured by it;

WHEREAS, the Reinsurer desires to reinsure such policies from the Company on the terms and conditions stated herein;

WHEREAS, the Company and the Reinsurer intend that the reinsurance by the Reinsurer shall be on a 100% coinsurance funds withheld basis; and

WHEREAS, subject to a transition services agreement entered into on the date hereof between Aviva USA Corporation and the Reinsurer (the “Transition Services Agreement”), the Company and the Reinsurer intend that the Reinsurer will provide certain administrative services for policies reinsured hereunder, and the Company and the Reinsurer have entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Reinsurer shall provide such administrative services on the terms and conditions stated therein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Reinsurer hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. Unless the context requires otherwise, for all purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

“Action” has the meaning ascribed thereto in the Purchase Agreement.

“Actual Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Additional Life Reference Balance Sheet Assets” means the additional assets referenced in the Life Reference Balance Sheet as set forth on Annex E hereto.

“Additional Reserve Requirement” has the meaning ascribed thereto in Section 2.13(a).

“Administrative Services Agreement” has the meaning ascribed thereto in the Recitals.

“Administrator” means the Reinsurer in its capacity as administrator under the Administrative Services Agreement.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person at the time at which the determination of affiliation is made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Agreement” has the meaning ascribed thereto in the Recitals.

“Applicable Law” means any law, statute, regulation, rule, ordinance, order, injunction, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to a party hereto, or any of its respective businesses, properties or assets, as may be amended from time to time.

“Applicable Rate” means, with respect to any date of determination, an interest rate equal to one-month LIBOR for dollars that appears on page LIBOR 01 (or a successor page) of the Reuters Telerate Screen as of 11:00 a.m., London time, on such date.

“Assigned EI Hedge Costs Amount” shall mean, with respect to each EI Hedge, an amount equal to the gross actual direct acquisition costs paid by the Company for such EI Hedge. For the avoidance of doubt, the Assigned EI Hedge Costs Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assigned EI Hedge Proceeds Amount” shall mean, with respect to each EI Hedge and for each applicable Monthly Accounting Period, an amount equal to any amounts actually received (or deemed received) by the Company from the relevant Hedge Counterparty during such Monthly Accounting Period in accordance with the provisions of such EI Hedge, including upon an early exercise of an EI Hedge by the Company. For the avoidance of doubt, the Assigned EI Hedge Proceeds Amount shall be determined without regard to any netting of amounts between the Company and the relevant Hedge Counterparty.

“Assumed Reinsurance Agreement” means any reinsurance agreement in effect as of the Effective Time under which the Company assumes liabilities or obligations with respect to any Policy, including the assumed reinsurance agreements listed on Schedule 1.1(i) hereto.

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in Boston, Massachusetts, New York, New York or Des Moines, Iowa are required or authorized by Applicable Law to be closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning ascribed thereto in Section 2.9(b).

“Company” has the meaning ascribed thereto in the Recitals.

“Company Indemnified Parties” has the meaning ascribed thereto in Section 11.2.

“Company Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Confidential Information” means (a) with respect to the Company, any information with respect to the Company (other than information relating to the Policies) that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Company (other than proposed, current, and former policyowners, insureds, applicants and beneficiaries of the Policies) and information or knowledge about the Company’s processes, services, finances and pricing and reserving methodology and (b) with respect to the Reinsurer, any information with respect to the Policies or the Reinsurer that is not generally available to the public, and includes, without limitation, policyholder lists, any medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants, and beneficiaries of Policies and information or knowledge about the Reinsurer’s processes, services, finances and pricing and reserving methodology.

“Consultation Period” has the meaning ascribed thereto in Section 10.1(b).

“CPA Firm” has the meaning ascribed thereto in Section 10.1(b).

“Effective Date” means October 1, 2013.

“Effective Time” means 12:00:01 a.m. Eastern time on the Effective Date.

“EI Hedge” and “XX Xxxxxx” have the meanings ascribed thereto in Section 2.10(a).

“Equity Indexed Reinsured Policies” means all indexed universal life insurance Policies included in the Reinsured Policies.

“Estimated Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(ii).

“Excess FWA Draw Amount” has the meaning ascribed thereto in Section 4.3(d).

“Excess FWA Draw Interest Amount” has the meaning ascribed thereto in Section 4.3(d).

“Excluded Reinsured Liability” means a Loss that a Buyer Indemnified Person under the Purchase Agreement suffers that, if such Loss were suffered by a “Buyer Indemnified Person” under the SPA, would be indemnified by Aviva plc under the SPA.

“Existing Interest Maintenance Reserve” means the amounts set forth on Schedule 2.11 as revised as of the Effective Date.

“Extra Contractual Obligations” means all obligations or Losses (whether known or unknown, contingent or otherwise) incurred or arising at any time under or relating to any Policy that are not provided by the contractual benefits arising under the express terms and conditions of such Policy or are in excess of the applicable Policy benefits, including any liability for taxes, toll charges, fines, penalties, forfeitures, excess or penalty interest, punitive, special, exemplary or other form of extra-contractual damages or attorneys’ fees and costs awarded, which obligations or Losses arise from any act, error or omission, whether or not intentional, negligent, in bad faith or otherwise, including obligations or Losses arising out of or relating to: (a) the form, marketing, distribution, sale, underwriting, issuance, cancellation or administration of the Policies; (b) the investigation, defense, trial, settlement or handling of claims, benefits or payments under the Policies; (c) the failure to pay, the delay in payment of, or errors in calculating or administering the payment of, benefits, claims or any other amounts due or alleged to be due under or in connection with the Policies; (d) Premium Taxes other than those settled under Section 2.5 in connection with premiums received under the Policies; (e) the failure of any Policy to provide the purchaser, policyholder, account holder or other holder or intended beneficiaries thereof with tax treatment under the Code that is the same as or more favorable than the tax treatment under the Code (i) that was purported to apply in materials provided at the time of issuance, assumption, exchange, modification or sale of the Policy by the Company or any of its predecessors or (ii) for which policies or contracts of that type were reasonably expected to qualify under the Code; (f) the treatment of any Policy as a “modified endowment contract” within the meaning of Section 7702A of the Code, except where the holder of the Policy shall have consented to its status as a “modified endowment contract” under Section 7702A; (g) the failure of the Company to comply with any applicable tax information reporting, withholding or disclosure requirements with respect to distributions or payments made pursuant to the Policies; (h) any taxes applicable to the Reinsurance Assets (but excluding the Company’s share of any taxes under Section 14.3); and (i) the failure to pay, the delay in payment, or errors in calculating or administering the payment of, unclaimed property, escheat or other similar liabilities related to the Policies; provided that “Extra Contractual Obligations” will not under any circumstances include (x) any such liabilities, obligations or Losses incurred or arising solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer in writing or (y) U.S. federal or state income or capital stock or similar taxes (or any interest or penalties imposed with respect to the payment or reporting thereof) imposed upon the Company or any of its Affiliates.

“Fair Market Value” means, with respect to any asset, the fair market value thereof calculated in accordance with the accounting and actuarial practices of the Company, consistently applied.

“Funds Withheld Account” has the meaning ascribed thereto in Section 4.3(a).

“Funds Withheld Account Adjustment” has the meaning ascribed thereto in Section 6.2(d).

“Funds Withheld Account Amount” means, as of any date of determination, an amount equal to (i) (A) the Reinsurer’s Share of the Statutory Reserves, plus (B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, in each case, as of such date of determination and determined in accordance with SAP, consistently applied.

“Funds Withheld Account Balance” means, as of a given date, the value of the Reinsurance Assets as reflected in the statutory books and records of the Company as of such date, determined in accordance with SAP, plus (b) the amount of any Excess FWA Draw Amount outstanding as of such date, plus (c) the amount of any Excess FWA Draw Interest Amount accrued but unpaid as of such date.

“Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator.

“Governmental Order” means any order, writ, judgment, injunction, declaration, decree, stipulation, determination, award, agreement or permitted practice entered by or with any Governmental Entity.

“Hedge Counterparty” means, with respect to each EI Hedge, the counterparty of the Company with respect to such EI Hedge.

“Initial Cash Flow Testing Reserves” shall mean additional actuarial reserves posted by the Company in connection with the Reinsured Polices as a result of the Company’s most recent triennial exam, which the parties agree shall equal zero dollars ($0).

“Initial Coinsurance Premium” has the meaning ascribed thereto in Section 2.3(a)(i).

“Initial Coinsurance Premium Adjustment” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Initial Coinsurance Premium Reconciliation Statement” has the meaning ascribed thereto in Section 2.3(a)(iv).

“Investment Income” means, with respect to any Monthly Accounting Period, (a) the book value investment earnings of the Reinsurance Assets calculated in accordance with SAP plus (in the case of gains) or minus (in the case of losses) all realized (including other than temporary impairments) gains and losses associated with the Reinsurance Assets reflected in the Company’s statutory financial statements prepared in accordance with SAP.

“Life Reference Balance Sheet” means the balance sheet for the Life Business (as defined in the Purchase Agreement) attached as Annex D hereto.

“Losses” means any damages, claims, losses, liabilities, charges, actions, suits, proceedings, deficiencies, taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable attorneys’ fees and expenses).

“Monthly Accounting Period” means, with respect to any calendar month, the period beginning on the first day of such calendar month and ending on the last day of such calendar month.

“Net Retained Liabilities” means, with respect to any time of determination, all liabilities or obligations in respect of any Policy that, under the terms of any Other Reinsurance Agreement covering such Policy, (a) the Company is required to retain unreinsured and for its own account or (b) in the opinion of the Company and the Reinsurer, requires consent from any party to such Other Reinsurance Agreement in order to effect reinsurance under this Agreement, and as to which a waiver of such requirement or other consent has not been obtained prior to such time of determination.

“Net Retained Liabilities Adjustment Period” has the meaning ascribed thereto in Section 2.4(b)(iii).

“Net Retained Liability Reserve Transfer Amount” means, with respect to any Net Retained Liability for which subsequent to the Effective Date a waiver or consent is obtained to reinsure such Net Retained Liability under the terms of this Agreement or the Parties otherwise agree that any such waivers or consents shall not be required as a condition to coverage hereunder, the sum of (a) the gross statutory reserves (including deficiency reserves) and any additional policy-related liabilities that are required to be held by the Company with respect to such Net Retained Liability as of the Effective Date, less (b) the Reinsurer’s Share of (x) policy loan balances on such Net Retained Liability as of the Effective Date, and (y) net due and deferred Premiums on such Net Retained Liability as of the Effective Date, reduced by credit for reinsurance taken by the Company in respect of such Net Retained Liability for Other Reinsurance as of the Effective Date.

“Net Settlement” has the meaning ascribed thereto in Section 6.2(a).

“Non-Guaranteed Elements” has the meaning ascribed thereto in Section 2.7(b).

“Notice of Agreement” has the meaning ascribed thereto in Section 10.1(a).

“Other Reinsurance” means reinsurance ceded with respect to Reinsured Policies under the terms of the ceded reinsurance agreements that the Company has entered into with third parties prior to the Effective Time covering the Reinsured Policies, including the ceded reinsurance agreements listed on Schedule 1.1(ii), and any ceded reinsurance agreement entered into by the Company with the Reinsurer’s prior written consent pursuant to Section 2.6, as all such reinsurance ceded may be in force from time to time.

“Other Reinsurance Agreements” means the reinsurance treaties and agreements documenting the Other Reinsurance (including all amendments and modifications thereto entered into prior to the Effective Date or pursuant to Section 3.2).

“Other Reinsurance Benefits” means, for any period, the aggregate amount of benefits, fees, allowances and other amounts actually received by the Company for reinsurance ceded pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Reinsurance Premiums” means, for any period, the aggregate amount of premiums paid by the Company pursuant to Other Reinsurance Agreements with respect to the Reinsured Policies during such period.

“Other Transaction Agreements” means, collectively, all of the Transaction Documents other than this Agreement.

“Party” has the meaning ascribed thereto in the Recitals.

“Parties” has the meaning ascribed thereto in the Recitals.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity.

“Policies” means, collectively, the Term Policies and the UL Policies.

“Policy List” means the list of policies set forth on Annex F, together with any written update to such file provided by the Company to the Reinsurer and, with respect to policies included on any such written update, which were issued or assumed by the Company prior to January 1, 2013 only if such policies are approved in writing by the Reinsurer at least three Business Days prior to the Effective Date.

“Portfolio Yield” means a rate equal to the Yield-to-Maturity of the Barclays Long U.S. Corporate Index as of the last day of the immediately preceding Monthly Accounting Period; provided, however, if the Barclays Long U.S. Corporate Index ceases to be available, the Parties shall endeavor in good faith to agree on a mutually acceptable replacement index and, upon the mutual agreement of the Parties on a replacement index, the “Barclays Long U.S. Corporate Index” shall, for purposes of this definition, be replaced with such replacement index; provided, further, that if the Barclays Long U.S. Corporate Index ceases to be available and the Parties are unable to agree on a mutually acceptable replacement index in respect of any Monthly Accounting Period, then the “Portfolio Yield” for such Monthly Accounting Period shall be equal to 5.00% per annum.

“Premiums” means premiums and considerations due or to become due, premiums deferred and uncollected, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements and similar amounts, which are or were held, received or collected by the Company, or which are now due or will become due from any source under or in connection with the Reinsured Policies, but not including Other Reinsurance Premiums.

“Premium Taxes” has the meaning ascribed thereto in Section 2.5(b).

“Purchase Agreement” means that certain Purchase and Sale Agreement, dated as of April 30, 2013, between Athene Holding Ltd. and Commonwealth Annuity and Life Insurance Company.

“RBC Ratio” means the ratio, as of the date of determination, of the Reinsurer’s “total adjusted capital” over its “company action level risk-based capital”, as such terms are defined

and prescribed by requirements promulgated by the National Association of Insurance Commissioners and regulations adopted by the insurance regulatory authorities in the Reinsurer’s state of domicile, which are in effect as of such date, calculated as of the end of each calendar quarter, and using reserving methodologies and asset classifications that are in accordance with generally accepted statutory accounting principles and practices required or permitted by the National Association of Insurance Commissioners and the insurance regulatory authority in the Reinsurer’s state of domicile, consistently applied throughout the specified period and in the immediately prior comparable period; provided, that in the event there is a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer’s state of domicile with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of and methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Effective Date within thirty (30) calendar days after the implementation of such change, and if the Parties cannot agree on any such alternative, the Reinsurer shall continue to calculate its RBC Ratio as if such material change had not occurred.

“Reinsurance Assets” has the meaning ascribed thereto in Section 4.3(a).

“Reinsured Liabilities” means all gross liabilities and obligations, net of Other Reinsurance Benefits, to the extent such liabilities and obligations arise out of or relate to the Reinsured Policies, including payments of any such liabilities or obligations to any Governmental Entity, whether for tax withholding, escheat, unclaimed property or otherwise, and Extra Contractual Obligations, but excluding (i) any liabilities or obligations arising out of or relating to the Reinsured Policies that have been incurred but not reported prior to the Effective Time, (ii) Net Retained Liabilities and (iii) those liabilities that are indemnified by Athene Holding Ltd. under Section 7.2(a)(ii) of the Purchase Agreement.

“Reinsured Policies” has the meaning ascribed thereto in Section 2.1.

“Reinsurer” has the meaning ascribed thereto in the Recitals.

“Reinsurer Indemnified Parties” has the meaning ascribed thereto in Section 11.1.

“Reinsurer’s Objection” has the meaning ascribed thereto in Section 10.1(a).

“Reinsurer’s Share” has the meaning ascribed thereto in Section 2.2.

“Reinsurer Termination Event” means any failure by the Company (or any successor by operation of law of the Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Company) to pay any material amount of Premiums or other amounts due to the Reinsurer under this Agreement payable by the Company if such failure has not been cured within ninety (90) calendar days after receipt of written notice thereof from the Reinsurer.

“Reinsurer Termination Payment” has the meaning ascribed thereto in Section 9.5.

“Representatives” has the meaning ascribed thereto in Section 12.1.

“Review Period” has the meaning ascribed thereto in Section 10.1(a).

“SAP” means the statutory accounting principles and practices prescribed by the insurance regulatory authorities in the Company’s state of domicile.

“SPA” means the Stock Purchase Agreement (as amended, modified or supplemented in accordance with its terms), dated as of December 21, 2012, between Aviva plc and Athene Holding Ltd.

“SPA Adjusted Coinsurance Premium” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“SPA Coinsurance Premium Reconciliation Statement” shall have the meaning ascribed thereto in Section 2.3(a)(v).

“Statutory Book Value” means the carrying value of the subject asset or liability on the books of the Reinsurer for statutory statement purposes determined in accordance with the statutory accounting principles and practices prescribed by the Reinsurer’s state of domicile, consistently applied.

“Statutory Reserves” means, as of any date of determination, the gross statutory reserves (including deficiency reserves and interest maintenance reserves) and any additional policy-related liabilities, including additional actuarial reserves (as used in connection with SAP) that are required to be held by the Company with respect to the Reinsured Policies as of such date of determination, in each case, as determined in accordance with SAP, consistently applied, and reduced by credit for reinsurance taken by the Company in respect of the Reinsured Policies for Other Reinsurance as of such date of determination. The parties agree that the additional actuarial reserves for purposes of calculating the “Initial Coinsurance Premium” shall be the Initial Cash Flow Testing Reserves. For the avoidance of doubt, Statutory Reserves shall not include any reserves relating to liabilities or obligations arising out of or relating to the Reinsured Policies that have been incurred but not reported prior to the Effective Time.

“Taxes” has the meaning ascribed thereto in the Purchase Agreement.

“Tax Returns” has the meaning ascribed thereto in the Purchase Agreement.

“Term Policies” means all single life 10-, 20- and 30-year level premium term life policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the model regulation entitled “Valuation of Life Insurance Policies Model Regulation,” commonly referred to as Regulation XXX, which were: (i) issued by the Ceding Company during the period January 1, 2010 through December 31, 2012, both days inclusive, and listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated by the Company in accordance with Section 5.4 hereof.

“Terminal Accounting and Settlement Report” has the meaning ascribed thereto in Section 9.5.

“Transaction Documents” has the meaning ascribed thereto in the Purchase Agreement.

“Transition Services Agreement” has the meaning ascribed thereto in the Recitals.

“UCC” means the Uniform Commercial Code, as said code has been enacted in the State of New York or any other applicable jurisdiction.

“UL Policies” means all single and joint-life universal life with no-lapse guarantee policies and contracts (including supplementary contracts), together with all related binders, slips and certificates and including applications therefor and all supplements, endorsements, riders and agreements in connection therewith that are subject to the model regulation entitled “Valuation of Life Insurance Policies Model Regulation,” as clarified by Actuarial Guideline 38, commonly referred to as Regulation AXXX which were (i) issued by the Ceding Company during the period January 1, 2010 through December 31, 2012, both days inclusive and, in the case of each of (a) and (b), listed on the Policy List, (ii) reinsured by the Company under the terms of any Assumed Reinsurance Agreement as of the Effective Time or (iii) reinstated by the Company in accordance with Section 5.4 hereof.

“Unresolved Items” has the meaning ascribed thereto in Section 10.1(b).

Section 1.2 Construction.

(a) For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated.

(b) Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

(d) Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders.

(e) All references herein to Articles, Sections, Subsections, Paragraphs, Exhibits, Annexes and Schedules shall be deemed references to Articles, Sections, Subsections and Paragraphs of, and Exhibits, Annexes and Schedules to, this Agreement, unless the context shall otherwise require.

(f) Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such statute, agreement, document or section as amended, modified, restated, supplemented or otherwise changed (including any successor section) and in effect from time to time.

(g) All terms defined in this Agreement shall have the defined meaning when used in any Schedule, Annex, Exhibit, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise defined therein.

ARTICLE II

COINSURANCE

Section 2.1 Scope and Basis of Reinsurance. The reinsurance provided under this Agreement applies to all Policies (collectively, the “Reinsured Policies”).

Section 2.2 Reinsuring Clause. Subject to the terms and conditions of this Agreement, the Company hereby cedes and the Reinsurer hereby reinsures on a coinsurance funds withheld basis as of the Effective Time, 100% (the “Reinsurer’s Share”) of all Reinsured Liabilities.

Section 2.3 Allocation of Assets and Ceding Commission.

(a) Coinsurance Premium.

(i) On the Effective Date, the Company will allocate to the Funds Withheld Account an initial coinsurance premium that relates to the Reinsured Policies consisting of assets that are listed and that have the Statutory Book Values set forth on Annex A (the “Initial Reinsurance Assets”) and cash, equal to the Reinsurer’s Share of the following amount: (A) the Statutory Reserves held by the Company with respect to the Reinsured Policies, plus (B) the Existing Interest Maintenance Reserve attributable to the Reinsured Liabilities, minus (C) the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (D) the net due and deferred Premiums on the Reinsured Policies, minus (E) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date, plus (F) the other liabilities set forth on the Life Reference Balance Sheet, minus (G) the Additional Life Reference Balance Sheet Assets, in the case of each of clauses (A) through (C), determined in accordance with SAP, consistently applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”). For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the policies from which Net Retained Liabilities, if any, arise.

(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (x) with respect to each of the items set forth in clauses (A), (B), (C), (F) and (G) of the definition of “Initial Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the items set forth in clauses (D) and (E) of the definition of the “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be determined by the Company in good faith and in a

manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.

(iii) On the Effective Date, the Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Initial Reinsurance Assets, which will be based on Annex A, and will include the Statutory Book Value of the Initial Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.

(iv) No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (G) of the definition of the “Initial Coinsurance Premium” (such amount, the “Actual Initial Coinsurance Premium”) and (2) the Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Statutory Book Value of the Initial Reinsurance Assets on the Effective Date minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(ii). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Company shall be entitled to decrease the Funds Withheld Account Balance by withdrawing Reinsurance Assets having, in the aggregate, a Statutory Book Value equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the Initial Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(v) No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA) in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same

form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (E) of the definition in the “Initial Coinsurance Premium” (such amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Actual Initial Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall increase the Funds Withheld Account Balance by such amount and shall allocate to the Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the SPA Coinsurance Premium Adjustment is negative then the Company shall be entitled to decrease the Funds Withheld Account Balance by withdrawing from the Reinsurance Assets having, in the aggregate, a Statutory Book Value equal to the absolute value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 10.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.

(b) Ceding Commission. Neither the Reinsurer nor the Company shall be required to pay a ceding commission hereunder.

Section 2.4 Net Retained Liabilities.

(a) The Company shall be solely responsible for, and the Reinsurer will cooperate reasonably to obtain all waivers and consents necessary in order to reinsure 100% of the Net Retained Liabilities under this Agreement. The Company and the Reinsurer, at the Company’s reasonable instruction, shall each use their reasonable best efforts in the context of current market conditions to obtain any such waivers and consents (it being understood that the Company’s and the Reinsurer’s executive officers shall, to the extent reasonably appropriate, be personally engaged in that process) and promptly advise the other Party of any communications with respect to any such waivers and consents. All correspondence from the Reinsurer to any Person from whom such a waiver or consent is sought shall be in a form approved by the Company. The Company shall effect any such action with respect to such waivers and consents, including sending correspondence requesting such waivers and consents. To the extent that after the Effective Time, any written waivers or consents are

obtained to reinsure a Net Retained Liability in respect of a Policy under the terms of this Agreement or the Parties otherwise agree in writing that any such waivers or consents shall not be required as a condition to coverage of such Policy hereunder, then the liability and obligation pertaining to such Policy shall no longer be deemed a Net Retained Liability for purposes of this Agreement and the liability and obligation pertaining to such Policy shall be reinsured hereunder effective as of the date of such written consent, waiver or agreement by the Parties, as applicable.

(b) With respect to any such written waiver or consent that is obtained or any such other agreement between the Parties that any such waivers or consents shall not be required as a condition to coverage hereunder, in each case, after the Effective Date:

(i) the Company shall pay the Reinsurer an amount of cash equal to the Net Retained Liability Reserve Transfer Amount with respect to such Net Retained Liability for which waiver or consent was obtained or with respect to which the Parties agreed did not require a consent or waiver as a condition to coverage hereunder;

(ii) the Company shall deliver to the Reinsurer a statement setting forth the Company’s good faith calculation of the difference (whether positive or negative) between (x) the aggregate amount of the premiums and considerations, premium adjustments and any and all amounts or payments, including any and all policy fees, charges, reimbursements, reinsurance recoverables and similar amounts, received or collected by the Company in respect of the portion of the Policies from which the relevant Net Retained Liabilities arise during the period following the Effective Date and prior to the date on which such waiver or consent was obtained or with respect to which the Parties agreed such waiver or consent was not required as a condition to coverage hereunder (the “Net Retained Liabilities Adjustment Period”); and (y) the aggregate amount equal to the obligations, including any and all death claims, cash surrender benefits, policyholder dividends, reinsurance premiums, commissions and similar amounts, arising out of or relating to the portion of the Policies from which the relevant Net Retained Liabilities arise (including Extra Contractual Obligations) incurred by the Company during the Net Retained Liabilities Adjustment Period. If such amount is positive, then such amount shall be due to be paid the Company by the Reinsurer, and if such amount is negative, then such amount shall be due to be paid to the Reinsurer by the Company, in each case, together with an amount of interest on such payment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment; and

(iii) The payment of the amounts in clauses (i) and (ii) shall be reflected in the Net Settlement for the month in which such consent or waiver was obtained and paid in accordance with Section 6.2.

(c) For the avoidance of doubt, prior to obtaining any such required written consents or waivers, or the making of any such written agreement, the portion of each Policy from which Net Retained Liabilities arise shall not be deemed to constitute a Reinsured Policy for purposes of this Agreement; provided that the Reinsurer shall provide

administrative services with respect to any Net Retained Liabilities (and the associated Policies) pursuant to the Administrative Services Agreement. Except as otherwise contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability.

Section 2.5 Guaranty Fund Assessments and Premium Taxes.

(a) Guaranty Funds Assessments. In the event the Company is required to pay an assessment on or after the Effective Date in respect of the Reinsured Policies to any insurance guaranty, insolvency or other similar fund maintained by any jurisdiction, the portion, if any, of such assessment related to such Reinsured Policies shall be reimbursed by the Reinsurer as part of the applicable monthly settlement pursuant to Section 6.2 To the . extent there is any recovery of any such assessment paid by the Reinsurer, the Company shall promptly pay the Reinsurer’s Share of such recovery to the Reinsurer.

(b) Premium Taxes.

(i) The Reinsurer shall pay to the Company a provision for premium taxes and other charges, fees, taxes and assessments, including retaliatory taxes (collectively, “Premium Taxes”), incurred or imposed on or after the Effective Date in connection with premiums written or received under the Reinsured Policies. The provision for Premium Taxes shall be estimated at 1.8% of premiums received under the Reinsured Policies, as calculated on a monthly basis, and shall be paid by the Reinsurer to the Company as part of the monthly settlement pursuant to Section 6.2 and adjusted annually to an actual rate for each year as part of the monthly settlement pursuant to Section 6.2 for the second calendar month of the following year, with such monthly settlement to reflect the difference between actual Premium Taxes in respect of the Reinsured Policies (after giving effect to any offsets for guaranty fund assessments reimbursed by the Reinsurer pursuant to Section 2.5(a)) and estimated Premium Taxes.

(ii) Each Party shall promptly notify the other in writing upon receipt by it or any of its Affiliates of notice of any pending or threatened Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes.

(iii) The Company shall have the right to control the conduct of any Action related to any Premium Taxes or any Tax Returns filed in connection with such Premium Taxes, and to employ counsel of the Company’s choice; provided, that the Reinsurer shall be permitted, at the Reinsurer’s expense, to be present at, and to participate in, any Action related to Premium Taxes. Notwithstanding such control, the Company shall not settle, either administratively or after the commencement of litigation, any claim for Premium Taxes without providing reasonable advance written notice to, and an opportunity for prior consultation with, the Reinsurer. The Parties shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the preparation for any Premium Tax audit or other Action related to Premium Taxes, and the prosecution or defense of any Action related to any Premium Taxes or any Premium Tax Returns filed in connection with such Premium Taxes. The Parties shall reasonably cooperate with each other in the conduct of any

Action related to any Premium Taxes. Any information obtained under this Section 2.5(b)(iii) shall be kept confidential, except as otherwise reasonably may be required in connection with the filing of Premium Tax Returns or claims for Premium Tax refunds or in conducting any Action related to Premium Taxes.

Section 2.6 Other Reinsurance. This Agreement is written on a “gross” basis and thus the costs and benefits of Other Reinsurance inuring on the Reinsured Policies are intended to be borne by the Reinsurer; provided, that to the extent the Other Reinsurance became unrecoverable (in accordance with the Company’s ordinary-course evaluation and statutory accounting treatment) prior to the Effective Time, the recoverability of such amounts shall be borne by the Company. Other Reinsurance with respect to the Reinsured Policies shall be accounted for herein such that the Reinsurer participates in the Reinsurer’s Share of any premiums, benefits, recoveries, ceding or expense allowances, other allowances and other adjustments as such amounts and such risks are paid, received or otherwise collected by the Company with respect to such Other Reinsurance, it being understood that the Reinsurer shall bear all risk of collecting third party reinsurance (except as otherwise provided in Section 3.2(c)). Risks under the terms of any agreement of Other Reinsurance as shall be terminated or recaptured with the Reinsurer’s prior written consent shall be ceded automatically hereunder to the Reinsurer without any further action required, subject to the receipt by the Reinsurer of the Reinsurer’s Share of any reserve transfer or similar transfer or settlement amount received by the Company from the applicable third party reinsurer. In connection with any such termination or recapture with the Reinsurer’s prior written consent, the Reinsurer shall pay the Reinsurer’s Share of any resulting special transfer or recapture fee incurred by the Company. The Company covenants that absent the prior written consent of the Reinsurer, the Company shall not enter into any new or change any existing reinsurance cession with respect to any of the Reinsured Policies. Notwithstanding this Section 2.6 or Section 3.2, the Company shall retain all rights and primary responsibility with respect to payments under Other Reinsurance Agreements.

Section 2.7 Policy Changes and Non-Guaranteed Elements.

(a) Policy Changes. The Company agrees that it shall not make any changes in the provisions and conditions of a Reinsured Policy or an Assumed Reinsurance Agreement except with the Reinsurer’s prior written consent or to the extent that any change to the terms of any Reinsured Policy is required by Applicable Law. To the extent a change is required by Applicable Law, the Company shall, within a reasonable period of time prior to effecting such change, provide reasonably detailed written notice to the Reinsurer describing the nature of such change and the reasons for making such change. The Company shall also afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent reasonably practicable, to object to such change under applicable administrative procedures to the same extent the Company could make such objection under Applicable Law; provided, that the Reinsurer may only object to such change in the same manner and to the same extent as it objects to any similar change required by any Applicable Law to life insurance policies and contracts of the Reinsurer that are substantially similar to the Reinsured Policies.

(b) Non-Guaranteed Elements. The Company will be responsible for determining the cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends,

as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”); provided, that the Reinsurer may provide written recommendations regarding the Non-Guaranteed Elements to the Company and, provided that such recommendations are the same as the Non-Guaranteed Elements established by the Reinsurer for life insurance policies and contracts of the Reinsurer that are substantially similar to the Reinsured Policies and comply with the written terms of the Policies, Applicable Law and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges. The Company should consider any such recommendations and act reasonably and in good faith in determining whether to accept any such recommendations and shall not unreasonably delay implementation of any accepted recommendations for more than ten (10) Business Days after such recommendations are provided to the Company in writing. Notwithstanding the foregoing, the Company shall retain the responsibility for determining the Non-Guaranteed Elements.

Section 2.8 Premiums. Payment of Premiums to the Reinsurer, as Administrator pursuant to the Administrative Services Agreement, by or on behalf of a policyholder shall be deemed received by the Company. All monies, checks, drafts, money orders, postal notes and other instruments that may be received after the Effective Date by the Company for premiums, fees or other payments on or in respect of the Reinsured Policies shall be held in trust by the Company for the benefit of the Reinsurer and shall be immediately transferred and delivered to the Reinsurer, and any such instruments when so delivered shall bear all endorsements required to effect the transfer of same to the Reinsurer. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any such checks, drafts, money orders and other instruments pertaining to the Reinsured Policies that are payable to, or to the order of, the Company and received by the Reinsurer under this Agreement.

Section 2.9 Assignment; Security Interest.

(a) The Company hereby assigns, transfers and conveys to the Reinsurer, effective as of the Effective Time, all of the Company’s right, title and interest (legal, equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of the Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies. The Reinsurer and the Company hereby agree that, in connection with any termination of this Agreement, all of the Reinsurer’s right, title and interest (legal, equitable or otherwise) in and to the items set forth in (i) and (ii) above shall be immediately assigned, transferred and conveyed to the Company without any further action by the Parties. Each Party, as reasonably requested by the other from time to time, shall take all reasonably appropriate actions and execute any reasonably necessary and appropriate additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out the provisions of this Section 2.9(a).

(b) The Parties intend that at all times prior to the termination of this Agreement that the Company’s assignment pursuant to Section 2.9(a) be a present assignment of all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby bargain, sell, convey, assign and otherwise pledge to the Reinsurer, and grant a first priority security interest to the Reinsurer in, all of the Company’s right, title and interest (legal,

equitable or otherwise), if any, to payments (i) under the Reinsured Policies of principal and interest paid on policy loans and (ii) of all Premiums, fees and other payments due or made on or after the Effective Date under the Reinsured Policies (collectively, the “Collateral”) to secure all of the Company’s obligations under this Agreement.

(c) This Section 2.9 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Sections 2.1, 2.2, 2.3, 2.8, 6.2 and 12.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 2.9 be interpreted as such.

(d) At or prior to the Effective Time, the Company shall file, and the Reinsurer is authorized to file, any and all financing statements reasonably requested by the Reinsurer in order to perfect the Reinsurer’s right, title and interest under Article 9 of the UCC in and to the Collateral, and the Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest; provided, that the Reinsurer shall be required to bear all out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred by the Company in connection with any such action or other thing requested by the Reinsurer.

Section 2.10 Hedging.

(a) The Company shall purchase derivatives to hedge the index risk associated with the Equity Indexed Reinsured Policies (each, an “EI Hedge” and collectively, the “XX Xxxxxx”). The Company hereby conveys, transfers and assigns to the Reinsurer, effective as of the Effective Date, a 100% interest in the gross proceeds in respect of the XX Xxxxxx purchased by the Company prior to or following the Effective Date, intended to hedge the index risk associated with the Reinsurer’s Share of the Equity Indexed Reinsured Policies, each such EI Hedge purchased prior to the Effective Date is set forth on Annex C hereto. Such assignment shall occur automatically, without further action on the part of either Party, upon the purchase by the Company of any EI Hedge or, in the case of any XX Xxxxxx entered into prior to the date hereof, as of the date hereof. XX Xxxxxx assigned under this Section 2.10(a) will be accounted for as funds withheld assets payable by the Company to the Reinsurer.

(b) The Company shall pay to the Reinsurer any Assigned EI Hedge Proceeds Amounts to the Funds Withheld Account.

(c) The Reinsurer shall pay to the Company any Assigned EI Hedge Costs Amounts in accordance with Section 6.2 until the applicable XX Xxxxxx have been novated to the Reinsurer.

(d) The Company shall use reasonable care in its hedging activities with respect to the Reinsured Policies, and such activities shall be consistent with the applicable standards set forth in the Transition Services Agreement. In addition, the Company shall not

treat the XX Xxxxxx in any respect in a manner that is different than the manner in which it treats the xxxxxx it enters into with respect to equity indexed policies issued by the Company that are not Equity Indexed Reinsured Policies.

(e) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the XX Xxxxxx and to perform fully each of its obligations thereunder. The Company may not modify, amend or terminate any EI Hedge or waive any of its rights under any such EI Hedge without the Reinsurer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request and if applicable, requiring the collateralization by the Hedge Counterparty of exposure and other amounts required to be paid or delivered thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to terminate any such EI Hedge and shall, at the Reinsurer’s instruction and expense, effect any discretionary action with respect to the management or administration of the XX Xxxxxx as the Reinsurer shall reasonably request, including termination, as may be available pursuant to the terms and conditions of any EI Hedge; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such discretionary action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such discretionary action as reasonably requested by the Reinsurer. The Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer, pursue commercially reasonable management and collection efforts with respect to the XX Xxxxxx and, in general, will reasonably cooperate with the Reinsurer in the management and administration of the XX Xxxxxx.

(f) Following the Effective Date, at the Reinsurer’s request and expense, the Company shall cooperate with the Reinsurer and use its reasonable best efforts in the context of current market conditions to novate any XX Xxxxxx from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Company shall promptly advise the Reinsurer of any communications with respect to any such proposed novation. All material, written correspondence from either the Company or the Reinsurer to any Hedge Counterparty in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense, the Company shall take any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an EI Hedge be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer and the Company shall indemnify and hold harmless the Reinsurer for Losses to the extent arising out of any failure by the Company to take any such action as reasonably requested by the Reinsurer.

Section 2.11 Existing Interest Maintenance Reserve. Set forth on Schedule 2.11 is the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Reinsured

Liabilities. The entirety of such Existing Interest Maintenance Reserve shall be calculated by the Company and ceded to the Reinsurer and transferred into the Funds Withheld Account, and shall be amortized as set forth on Schedule 2.11. The Company shall have no obligation to establish any such Existing Interest Maintenance Reserve.

Section 2.12 Retention. Unless the New York Department of Financial Services provides its prior written consent, the Reinsurer shall not retrocede any Reinsured Liabilities in connection with any transaction or series of transactions in which such liabilities will be ceded to a special purpose financial captive insurer.

Section 2.13 Cash Flow Testing Reserves. The Reinsurer will pay to the Company the Portfolio Yield on the Initial Cash Flow Testing Reserves as part of the Net Settlement pursuant to Section 6.2.

ARTICLE III

REINSURANCE LIABILITY

Section 3.1 Reinsurance Liability. The reinsurance by the Reinsurer of the Reinsured Policies is subject to the same rates, conditions, limitations and restrictions as the insurance under the Reinsured Policies written by the Company on which the reinsurance is based. The liability of the Reinsurer hereunder on the terms described herein begins as of the Effective Time and, subject to Article IX hereof, the liability of the Reinsurer on any Reinsured Policy will terminate as and when all liability of the Company with respect to such Reinsured Policy terminates.

Section 3.2 Other Reinsurance.

(a) The Company agrees that other than as provided expressly in this Agreement, it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Other Reinsurance Agreements and to perform fully each of its obligations thereunder. The Company may not modify, amend, terminate or recapture any Other Reinsurance Agreement or waive any of its rights under any such agreement without the Reinsurer’s prior written consent and shall fully enforce, at the expense of the Reinsurer, all of its rights thereunder, including, at the Reinsurer’s request, requiring the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. With the Reinsurer’s prior written consent, the Company may exercise any right it may have to recapture risks ceded under any of the Other Reinsurance Agreements or to otherwise terminate any such agreement and shall, at the Reinsurer’s instruction and expense, effect any such action with respect to the management or administration of the Other Reinsurance as the Reinsurer shall reasonably request, including termination or recapture, as may be available under or with respect to the terms of any Other Reinsurance Agreement; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer. Subject to the terms and conditions of the Administrative Services Agreement, the Company agrees that it shall, at the direction and at the cost and expense of the Reinsurer (including any reasonable out-of-pocket expenses incurred by the Company), pursue commercially reasonable management and collection efforts with respect to the Other Reinsurance and, in general, will reasonably cooperate with the Reinsurer in the management of the Other Reinsurance.

(b) Following the Effective Date, at the Reinsurer’s expense and reasonable request, the Company shall cooperate with the Reinsurer and shall use its reasonable best efforts in the context of current market conditions to novate any Other Reinsurance from the Company to the Reinsurer or a designated Affiliate of the Reinsurer. The Parties shall promptly advise each other of any communications with respect to any such proposed novation. All correspondence from either the Company or the Reinsurer to any reinsurer under Other Reinsurance in connection with any such proposed novation shall be in a form approved by the other Party; provided that any such approval shall not be unreasonably withheld, conditioned or delayed. At the Reinsurer’s instruction and at the Reinsurer’s cost and expense (including any reasonable out-of-pocket expenses incurred by the Company), the Company shall effect any such action with respect to any such proposed novation as the Reinsurer shall reasonably request, including sending correspondence requesting that an Other Reinsurance Agreement be novated to the Reinsurer or a designated Affiliate of the Reinsurer in a form approved by the Reinsurer; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.

(c) The Company agrees that whenever an Other Reinsurance Agreement provides the Company with a right of set-off, the Company shall exercise such right of set-off in the event that amounts are due and unpaid from the Reinsurer. The Company shall have no obligation to pursue any claims it may have for indemnification to which it may be entitled in connection with the Other Reinsurance unless requested to do so by the Reinsurer and at the cost and expense of the Reinsurer (including reasonable out-of-pocket expenses incurred by the Company). In no event shall any such right to indemnification reduce the Reinsurer’s responsibility for the risk of all Other Reinsurance.

Section 3.3 Disclaimer. The Company has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Company expressly disclaims, and makes no representations or warranties to the Reinsurer, other than those expressly contained in this Agreement. The Reinsurer has no duties, whether express or implied, including the duty of utmost good faith and other similar duties, which the Reinsurer expressly disclaims, and makes no representations or warranties to the Company, other than those expressly contained in this Agreement.

ARTICLE IV

CERTAIN FINANCIAL PROVISIONS

Section 4.1 Credit for Reinsurance. If at any time during the term of this Agreement, the Reinsurer fails to hold and maintain all licenses, permits and authorities required under Applicable Law to enable the Company to receive statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s state of domicile, the Reinsurer shall, at its sole expense, establish and maintain security in the form of letters of credit, assets held in a reinsurance trust, funds withheld arrangement or a combination thereof in a manner that meets all Applicable Laws regarding credit for reinsurance, so as to permit the Company to receive full statutory reserve credit for the reinsurance ceded to the Reinsurer hereunder in the Company’s

state of domicile. The form of such letter of credit, trust agreement for such reinsurance trust or any funds withheld arrangement shall be approved by the New York Department of Financial Services prior to use.

Section 4.2 RBC Reports.

(a) Within forty-five (45) days following the end of the first three calendar quarters of each year during the term of this Agreement, the Reinsurer shall provide to the Company a report of its RBC Ratio as of the end of such calendar quarter, as estimated in good faith by the Reinsurer.

(b) Within five (5) Business Days of the submission by the Reinsurer to the insurance department of its domiciliary state of a report of its risk-based capital levels as of the end of the previous calendar year, but in no event later than sixty (60) days following the end of each calendar year, the Reinsurer shall provide to the Company written certification of its RBC Ratio as of the end of such calendar year.

Section 4.3 Establishment of the Funds Withheld Account.

(a) On or prior to the Effective Date, the Company shall establish on its books and records a funds withheld account (the “Funds Withheld Account”) and allocate thereto the Initial Reinsurance Assets with a Statutory Book Value equal to the Initial Coinsurance Premium and, thereafter, shall maintain the Funds Withheld Account with assets having a Statutory Book Value equal to the Funds Withheld Account Amount determined from time to time in accordance with this Agreement (the Initial Reinsurance Assets and any other assets allocated to the Funds Withheld Account pursuant to this Agreement, the “Reinsurance Assets”). The Funds Withheld Account shall be a segregated account established by the Company. The Company will retain, control and own all Reinsurance Assets. The Company shall record the Funds Withheld Account Balance on its statutory financial statements as a payable to the Reinsurer.

(b) The Reinsurance Assets (other than the policy loans) shall be invested by the Reinsurer or by Xxxxxxx Xxxxx Asset Management or such other investment manager appointed by the Reinsurer with the prior written consent of the Company pursuant to an investment management agreement. The Reinsurer, Xxxxxxx Xxxxx Asset Management or such other investment manager appointed by the Reinsurer with the prior written consent of the Company shall have the authority to purchase XX Xxxxxx on the account of the Company commencing (1) year following the Effective Date. For greater certainty, (i) each policy loan repaid and interest payment on a policy loan shall be accounted for as a cash transfer to the Funds Withheld Account from the policyholder in an amount equal to such policy loan repayment or interest payment (and shall result in an allocation by the Company to the Funds Withheld Account of cash, assets or a combination of cash and assets, with an aggregate Statutory Book Value equal to such policy loan repayment or interest payment), and (ii) each policy loan taken by a policyholder shall be accounted for as a cash transfer from the Funds Withheld Account to such policyholder (and shall result in cash, assets or a combination of cash and assets, with an aggregate Statutory Book Value equal to the proceeds of such policy loan no longer being allocated by the Company to the Funds Withheld Account) and the

Company shall establish a Reinsurance Asset in an amount equal to the outstanding balance of such policy loan and any accrued but unpaid interest thereon and shall allocate such Reinsurance Asset to the Funds Withheld Account.

(c) Assets in the Funds Withheld Account 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 Funds Withheld Account 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 in accordance with Sections 6.2(b) and 6.2(c) to the extent such portion is not being disputed by the Reinsurer in good faith, and any portion thereof that is due to be paid to the Reinsurer to the extent such portion is not being disputed by the Company in good faith;

(iii) to pay to the Reinsurer amounts remaining in the Funds Withheld Account, if any, after the payment of any amounts due to be paid out of the Funds Withheld Account as part of the Reinsurer Termination Payment to the extent such amount is not being disputed by the Company in good faith; or

(iv) 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, (i) 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 and (ii) payments to policyholders shall not be delayed due to any good faith disputes by the Company or the Reinsurer under this Section 4.3(c).

(d) If assets are withdrawn from the Funds Withheld Account and are not immediately applied for the purposes set forth in Section 4.3(c) above, the assets improperly withdrawn from the Funds Withheld Account by the Company shall be immediately returned to the Funds Withheld Account. Until such assets are returned to the Funds Withheld Account, such assets shall be held in trust by the Company separate and apart from any other assets of the Company. The Company shall pay to the Funds Withheld Account interest on the amount of any such improperly withdrawn assets at the Applicable Rate from the date of withdrawal to the date such assets are returned to the Funds Withheld Account or paid to the Reinsurer, as applicable (the “Excess FWA Draw Interest Amount”). Such interest shall accrue monthly and shall be paid on the Business Day following the last day of each Monthly Accounting Period. The balance of the amount held or required to be so held separate and apart as of any date of determination shall be an amount (the “Excess FWA Draw Amount”) equal to (i) the Statutory Book Value of assets withdrawn from the Funds Withheld Account in excess of amounts required for the purposes described in Section 4.3(c) above minus any

amounts applied by the Company therefrom for such permissible purposes plus (ii) the Excess FWA Draw Interest Amount (whether or not payable as of such date of determination).

ARTICLE V

PLAN OF REINSURANCE

Section 5.1 Plan. Reinsurance under this Agreement is on a 100% coinsurance funds withheld basis and is subject to the terms and conditions of the original policy forms for the Reinsured Policies and any amendments thereto in effect as of the Effective Date.

Section 5.2 Follow the Fortunes. The Reinsurer’s liability under this Agreement shall commence on the Effective Date, and all reinsurance with respect to which the Reinsurer shall be liable by virtue of this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, proportion of premiums paid to, and reinsurance recoveries benefiting, the Company with respect to the Reinsured Liabilities and the Reinsured Policies, the true intent of this Agreement being that the Reinsurer shall follow the fortunes of the Company with respect to the Reinsured Liabilities and Reinsured Policies.

Section 5.3 Reductions and Terminations. Reinsurance amounts are calculated in terms of coverages on a “per policy” basis. If the coverage of any Reinsured Policy on an insured is reduced or terminated, reinsurance under this Agreement on such Reinsured Policy will be equally reduced or terminated.

Section 5.4 Reinstatements. Reinsured Policies ceded under this Agreement shall include any Policy that is reduced, terminated, lapsed or surrendered, and later reinstated pursuant to and in accordance with its policy provisions and will be reinsured by the Reinsurer in accordance with the terms of this Agreement. The Reinsurer will retain any Premiums and interest that the Company has received for reinstatement in respect of periods on or after the Effective Date. A terminated Policy that would have been a Reinsured Policy had it been in force at the Effective Time, that later reinstates pursuant to and in accordance with its policy provisions, will be reinsured by the Reinsurer and become a Reinsured Policy. The Reinsurer will be entitled to retain any Premiums and interest for coverage on or after the Effective Date that is received for such reinstatement, and the Company will transfer to the Reinsurer the amount of reserves for such reinstated Reinsured Policy as of the Effective Date, calculated in a manner that is consistent with the reserve calculations used for the other Reinsured Policies. The date of reinsurance for such reinstated Reinsured Policies shall be the Effective Date. For the avoidance of doubt, the reinstated Policies reinsured under this Section 5.4 shall include any Policy treated as lapsed or otherwise terminated prior to the Effective Time under which the Company subsequently becomes liable as a result of a determination that the policyowner, insured or beneficiary has died prior to the lapse or termination.

Section 5.5 Contractual Conversions; Internal Replacement.

(a) Any conversion, exchange or replacement policy or contract arising from the Reinsured Policies that is converted, exchanged or replaced pursuant to and in accordance with its policy terms shall be deemed to constitute a Reinsured Policy for purposes of this

Agreement and, in the event of a conversion, exchange or replacement of any Reinsured Policy, the Reinsurer shall reinsure the risk resulting from such conversion on the basis set forth hereby with respect to the Reinsured Policies; provided, however, that the Reinsurer shall not be required to pay any ceding commission with respect to any such converted, exchanged or replacement policy or contract. The Reinsurer will reimburse the Company for any expenses incurred in issuing a converted, exchanged or replacement policy or contract, but only to the extent such expenses are not covered by payments made by the Reinsurer under the Transition Services Agreement.

(b) Absent the Reinsurer’s prior written consent (which may be withheld in its sole discretion), the Company will not solicit owners, beneficiaries or policyholders in connection with, or sponsor or assist, directly or indirectly, in the conduct of, (and will cause each of its Affiliates to refrain from soliciting in connection with, and sponsoring or assisting, directly or indirectly, in the conduct of) any program of internal replacement under which the owners, beneficiaries or policyholders of Reinsured Policies are or would be encouraged to exchange, or assisted in the exchange of, Reinsured Policies for other insurance policies or contracts that are not reinsured under this Agreement. Should the Company or its Affiliates or any of their respective successors or assigns initiate such a program of internal replacement that would include any of the risks reinsured hereunder in violation of the preceding sentence, the Company will immediately notify the Reinsurer. For each risk reinsured hereunder that has been replaced under a program of internal replacement, the Reinsurer shall have the option, at its sole discretion, of either treating the risks reinsured as recaptured on terms reasonably acceptable to the Reinsurer or continuing reinsurance on the new policy under the terms of this Agreement without any ceding commission therefor.

Section 5.6 Policy List Errors.

(a) The Company or the Reinsurer, as applicable, shall notify the other Party if any life insurance policies or contracts issued or reinsured by the Company and in force as of the Effective Date were inadvertently not included on the Policy List and are determined to be a Policy, which shall in no event include any insurance policies and contracts falling within the following lines of business: health, annuities, funding agreements, corporate-owned life insurance and bank-owned life insurance when sold on a group basis, synthetic guaranteed investment contracts and variable life or other variable business.

(b) If any policies or contracts (or components thereof) are determined to be Policies in accordance with this Section 5.6, then the Company shall transfer cash or assets reasonably satisfactory to the Reinsurer into the Funds Withheld Account in an amount equal to the Statutory Reserves required to be held with respect to such Policies to the extent such Statutory Reserves were not previously transferred to the Funds Withheld Account.

Section 5.7 Renewal Commissions. Any renewal commissions due following the Effective Date will the responsibility of the Reinsurer and shall be paid by the Reinsurer to the Company as part of the Net Settlement pursuant to Section 6.2.

ARTICLE VI

ADMINISTRATION

Section 6.1 Administrative Services.

(a) The Parties hereby agree that the Policies, Other Reinsurance Agreements and, subject to Section 2.10, the XX Xxxxxx shall be administered in accordance with or as otherwise provided in the Administrative Services Agreement and the Transition Services Agreement. The administration of the Policies, Other Reinsurance Agreements and XX Xxxxxx shall be at the sole cost and expense of the Reinsurer.

(b) In the event that the Reinsurer is unable to administer the Policies, Other Reinsurance Agreements and XX Xxxxxx as provided in Section 6.1(a), the Reinsurer shall remain obligated for the costs and expenses of any replacement party providing such administration and the Reinsurer shall reimburse the Company for any such costs and expenses as part of the Net Settlement pursuant to Section 6.2.

Section 6.2 Net Settlements.

(a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto.

(b) A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent.

(c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement.

(d) The Net Settlement report delivered in respect of each Monthly Accounting Period shall include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where:

(i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net Settlement report relates; and

(ii) equals the Funds Withheld Account Amount at the end of the immediately preceding Monthly Accounting Period, and

(iii) equals the Investment Income earned during the period from but excluding the last day of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates.

(e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of Section 6.2(d) shall include only Investment Income earned since the Effective Time.

(f) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability.

ARTICLE VII

DAC TAX

Section 7.1 DAC Tax Election. The Company and the Reinsurer hereby elect and agree under Treasury Regulations Section 1.848-2(g)(8) as follows:

(a) The Company and the Reinsurer will each attach a schedule to its federal income tax return for the first taxable year ending after the Effective Date that identifies this Agreement as a reinsurance agreement for which a joint election under Treasury Regulation Section 1.848-2(g)(8) has been made, and will otherwise file its respective federal income tax returns in a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed;

(b) For each taxable year under this Agreement, the Party with the net positive consideration, as defined in the regulations promulgated under Section 848 of the Code, will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code;

(c) The Company and the Reinsurer agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the Code and applicable Treasury Regulations;

(d) The first tax year for which this election is effective is 2013;

(e) The Reinsurer will submit to the Company by May 15 each year its calculation of the amount of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement that the Reinsurer will report such amount of net consideration in its tax return for the preceding calendar year;

(f) The Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within thirty (30) days of the Company’s receipt of the Reinsurer’s calculation. If the Company does not so notify the Reinsurer, the Company will report the amount of net consideration as determined by the Reinsurer in the Company’s tax return for the previous calendar year;

(g) If the Company contests the Reinsurer’s calculation of the amount of net consideration, the dispute shall be resolved in accordance with Section 10.2.

Both the Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code.

ARTICLE VIII

INSOLVENCY

Section 8.1 Insolvency. The reinsurance ceded hereunder shall be payable by the Reinsurer on the basis of liability of the Company under the Reinsured Policies without diminution because of the insolvency of the Company, directly to the Company or its liquidator, receiver or statutory successor, except where the Reinsurer, with the consent of the direct insured, has assumed the policy obligations of the Company as direct obligations of the Reinsurer to the payees under a Reinsured Policy and in substitution for the obligations of the Company to the payees. It is agreed and understood, however, that (i) in the event of the insolvency of the Company, the liquidator, receiver or statutory successor of the Company shall give the Reinsurer written notice of the pendency of a claim against the insolvent Company on a Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding and (ii) during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated any defenses which it deems available to the Company, its liquidator, receiver or statutory successor

Section 8.2 Expenses. It is further understood that any expense incurred by the Reinsurer pursuant to Section 8.1 shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more assuming reinsurers are involved in the same claim and a majority in interest elect to interpose defenses to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the Company.

TERMINATION

Section 9.1 Duration of Coinsurance. This Agreement will be effective as of the Effective Time. Subject to the provisions of this Article IX, this Agreement will remain in effect, and the reinsurance provided hereunder will remain in force, until termination of the policy or policies on which the reinsurance is based in accordance with the terms of this Agreement. Except as provided in Sections 9.3, the Reinsured Policies are not eligible for recapture by the Company.

Section 9.2 Termination. This Agreement shall terminate:

(a) at any time upon the mutual written consent of the Parties hereto, which writing shall state the effective date of termination; or

(b) automatically at such time as no liability remains under this Agreement.

Section 9.3 Termination by the Company. The Company, in its sole discretion, shall have the option to terminate this Agreement upon the occurrence of any one of the following events:

(a) the Reinsurer is placed in receivership, conservatorship, rehabilitation or liquidation by any insurance regulatory authority;

(b) the Reinsurer breaches Section 4.1, and the Reinsurer fails to cure such breach within the earlier of (i) thirty (30) days following receipt of written notice of such breach from the Company and (ii) the last day of the calendar quarter in which such breach occurs; provided that the Company shall have no right to terminate if the Reinsurer cannot take any action reasonably required for the Company to receive statutory reserve credit without the reasonable cooperation of the Company and the Company shall not have reasonably cooperated with the Reinsurer; provided, further, that it shall be deemed unreasonable to require the Company to cooperate in the event such cooperation would impose on the Company any cost and the Reinsurer has not agreed to be responsible for such cost;

(c) the Reinsurer fails to pay any material amount due to the Company under this Agreement and (i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days following the Reinsurer’s receipt of written notice of such failure from the Company; or

(d) in the event that (i) the Reinsurer’s RBC Ratio is less than 175% or (ii) the Reinsurer fails to provide its RBC Ratio in accordance with Section 4.2 and, upon delivery of written notice from the Company to the Reinsurer, the Reinsurer shall fail to provide its RBC Ratio within ten (10) Business Days following such notice.

Section 9.4 Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing written notice to the Company of its intent to terminate. Termination of this Agreement shall be effective on the date specified in such notice, provided that such date

shall not be prior to the date on which the Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.4, the Company shall be deemed to have recaptured and reassumed all Reinsured Liabilities. Recapture of the Reinsured Policies shall be effective on the date specified in the notice of termination.

Section 9.5 Settlement Upon Termination. Upon the termination of this Agreement by the Company pursuant to Section 9.3 or by the Reinsurer pursuant to Section 9.4, subject to payment by the Reinsurer of any amounts due to the Company pursuant to this Section 9.5 and the payment by the Company of any amounts due to the Reinsurer pursuant to this Section 9.5, the Company shall recapture all liabilities previously ceded to the Reinsurer and the Reinsurer’s liability under this Agreement will terminate (provided, that such termination shall not relieve any Party of any pre-termination breach of this Agreement). The Company shall prepare a Net Settlement report for the period commencing on the first day of the then-current Monthly Accounting Period and ending on the date this Agreement is terminated pursuant to Sections 9.3 or 9.4 (the “Terminal Accounting and Settlement Report”). If a Net Settlement report reflects a balance due (a) the Company, the amount(s) shown as due shall be paid by the Reinsurer on the tenth (10^th ) Business Day following the delivery of such Terminal Accounting and Settlement Report (the “Reinsurer Termination Payment”) and (b) the Reinsurer, the amount(s) shown as due shall be paid by the Reinsurer on the tenth (10^th ) Business Day following the delivery of such Terminal Accounting and Settlement Report (the “Company Termination Payment”); provided, that, for the avoidance of doubt, the Reinsurer Termination Payment and the Company Termination Payment shall be determined on a net basis and only the balance shall be due and payable by the Reinsurer or the Company, as the case may be. In the event that a balance is due and payable by the Company, the Company shall pay such balance to the Reinsurer in cash by wire transfer of immediately available funds. In the event that a balance is due and payable by the Reinsurer, such amount shall be deducted by the Company from the Funds Withheld Account Balance and any remaining amount due to the Company (after giving effect to any other offsets under this Agreement) shall be paid by the Reinsurer in cash by wire transfer of immediately available funds. Following such settlement, any remaining amount in the Funds Withheld Account shall be transferred to the Company and the Funds Withheld Account will be reduced to zero. For the avoidance of doubt, the payment by the Reinsurer to the Company of an amount equal to the Funds Withheld Account Balance calculated in connection with the Terminal Accounting and Settlement Report shall be calculated after giving effect to the adjustments thereto pursuant to Section 6.2(d) as determined based on the Terminal Accounting and Settlement Report. Any dispute by either Party of the Company Termination Payment or the Reinsurer Termination Payment shall be resolved in accordance with Section 10.2.

ARTICLE X

RESOLUTION OF CERTAIN DISPUTES

Section 10.1 Disputes over Actual Initial Coinsurance Premium Calculations and SPA Adjusted Coinsurance Premium.

(a) Within thirty (30) days following its receipt from the Company of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, (such period, a “Review Period”), the Reinsurer shall either (i) notify the Company in writing of its agreement with the calculation of the Actual Initial

Coinsurance Premium or SPA Adjusted Coinsurance Premium, as applicable, set forth therein (“Notice of Agreement”); or (ii) if the Company determines that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein either (x) have not been prepared on the basis set forth in Section 2.3 or in Section 5.8 of the Purchase Agreement or (y) contain or reflect mathematical errors, inform the Company in writing of its objection (the “Reinsurer’s Objection”), which notice shall set forth in reasonable detail a description of the basis of the Reinsurer’s Objection and the adjustments to such Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, or the calculations reflected therein that the Reinsurer requests be made. The Company, as applicable, shall, following the Effective Date through the date that the Initial Coinsurance Premium Reconciliation Statement or SPA Coinsurance Premium Reconciliation Statement, as applicable, becomes final in accordance with the last sentence of Section 10.1(c), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which such Initial Coinsurance Premium Reconciliation Statement or SPA Premium Reconciliation Statement, as applicable, are based or on which the finalized Initial Coinsurance Premium Adjustment or SPA Coinsurance Premium Adjustment, as applicable, are to be based so as not to impede or delay the determination of the finalized Actual Initial Coinsurance Premium, the finalized SPA Adjusted Coinsurance Premium, the finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date or the preparation of the Reinsurer’s Objection in the manner and utilizing the methods permitted by this Agreement. Upon receipt by the Company of a Notice of Agreement from the Reinsurer or if no Reinsurer’s Objection is received by the Company prior to the expiration of the Review Period, the Actual Initial Coinsurance Premium, the SPA Adjusted Coinsurance Premium and the Reinsurer’s calculation of the Initial Coinsurance Premium Adjustment (as set forth in the Initial Coinsurance Premium Reconciliation Statement) and the SPA Coinsurance Premium Adjustment (as set forth in the SPA Coinsurance Premium Reconciliation Statement) shall be deemed to have been accepted by the Reinsurer and will become final and binding upon the Parties in accordance with the last sentence of Section 10.1(c).

(b) If the Reinsurer timely delivers a Reinsurer’s Objection to the Company, the Company shall have thirty (30) days from the date of such delivery to review and respond to such Reinsurer’s Objection (the “Consultation Period”). The Parties shall use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Reinsurer’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Reinsurer’s Objection within ten (10) Business Days following the expiration of the Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Reinsurer’s Objection (along with a copy of the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to an independent internationally recognized accounting firm of independent certified public accountants with appropriate actuarial expertise mutually agreed by the Parties (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the standards set forth in Section 2.3 hereof, and only with respect to any remaining differences submitted to the CPA Firm, in accordance with this Section 10.1(b), of the appropriate amount of each line item in the Initial Coinsurance Premium Reconciliation Statement, SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein as to which the Parties disagree (such items that remain in dispute, the “Unresolved Items”).

(c) The Parties shall instruct the CPA Firm to deliver its written determination to the Reinsurer and the Company no later than fifteen Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 10.1(c) and shall be conclusive and binding upon the Parties, absent fraud or clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not in accordance with the position of either the Company or the Reinsurer, shall not be more favorable to the Reinsurer than the amounts advocated by the Reinsurer in the Reinsurer’s Objection or more favorable to the Company than the amounts advocated by the Company in the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement or the Company’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation. For the avoidance of doubt, (i) the CPA Firm’s review of the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and the Company’s calculation of the amounts set forth therein shall be limited to a determination of whether such documents and calculations were prepared in accordance with Section 2.3, and (ii) the CPA Firm shall not review any line items or make any determination with respect to any matters other than the Unresolved Items that were referred to the CPA Firm for resolution pursuant to this Section 10.1(c). The determination of the amounts set forth in the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, that are final and binding on the Parties, as determined either through (1) the Reinsurer’s delivery of a Notice of Agreement pursuant to Section 10.1(a), (2) the Reinsurer’s failure to deliver Reinsurer’s Objection prior to expiration of the Review Period pursuant to Section 10.1(a), (3) agreement by the Parties during the Consultation Period or (4) the determination of the CPA Firm pursuant to this Section 10.1(c) are referred to herein as the “finalized Actual Initial Coinsurance Premium,” the “finalized Initial Coinsurance Premium Adjustment,” the “finalized Statutory Book Value of the Initial Reinsurance Assets as of the Effective Date,” the “finalized SPA Adjusted Coinsurance Premium,” and the “finalized SPA Coinsurance Premium Adjustment,” as the case may be.

(d) The Parties agree that judgment may be entered upon the CPA Firm’s determination in any court having jurisdiction over the Reinsurer or the Company or their respective assets, as the case may be. The fees and disbursements of the CPA Firm shall be paid by the Parties in proportion to those matters submitted to the CPA Firm that are resolved against that Party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 10.1 at the time of the CPA Firm’s determination. At any time following delivery of the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement, as applicable, the Reinsurer shall provide to the Company and its Representatives full access to books and records and other information with respect to the Reinsured Policies and the Net Retained Liabilities, including work papers of its accountants (subject to execution by the Company and/or its Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, to the extent necessary for the Company to prepare the Initial Coinsurance Premium Reconciliation Statement or the SPA Coinsurance Premium Reconciliation Statement or to prepare materials for

presentation to the CPA Firm. The Parties shall make readily available to the CPA Firm, during regular business hours and on reasonable advance notice, interviews with such employees, and all relevant information, books and records and any work papers of their respective accountants (in each case, subject to execution by the CPA Firm of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants) relating to the Initial Coinsurance Premium Reconciliation Statement, the SPA Coinsurance Premium Reconciliation Statement and any Unresolved Items and all other items reasonably required by the CPA Firm to fulfill its obligations under Section 10.1(c). In acting under this Section 10.2, the CPA Firm will be entitled to the privileges and immunities of an arbitrator.

(e) For the avoidance of doubt, this Section 10.1 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

Section 10.2 Disputes over Calculations. After the Effective Date, any dispute between the Parties with respect to the calculation of amounts that are to be calculated or reported pursuant to this Agreement (other than disputes with respect to the Actual Initial Coinsurance Premium and the SPA Adjusted Initial Coinsurance Premium, which shall be resolved in accordance with Section 10.1 hereof), including disputes with respect to any Net Settlement, calculations relating to DAC tax or the amount of the Reinsurer Termination Payment or the Company Termination Payment, that cannot be resolved by the Parties within sixty (60) calendar days, shall be referred to an independent accounting firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties; provided, however, that where the dispute involves an actuarial issue, the dispute shall instead be referred to an independent actuarial firm of national recognized standing (which shall not have any material relationship with the Reinsurer or the Company) mutually agreed to by the Parties. Within twenty (20) Business Days following the selection of the accounting firm or actuarial firm, as applicable, the Parties shall submit their positions and supporting documentation to such accounting firm or actuarial firm. Within forty (40) Business Days of such submission, the accounting firm or actuarial firm, as applicable, shall, in light of the evidence provided by both Parties, determine the calculations in dispute within the range of difference between the Reinsurer’s position thereto and the Company’s position thereto. There shall be no appeal from the decision made by such firm, which shall be final and binding (absent fraud or clear and manifest error), except that, either Party may petition a court having jurisdiction over the other Party or its assets to reduce the arbitrator’s decision to judgment. The fees charged by the accounting firm or actuarial firm, as applicable, to resolve the dispute shall be allocated between the Company and the Reinsurer by such firm in accordance with its judgment as to the relative merits of the Parties’ positions in respect of the dispute. For the avoidance of doubt, this Section 10.2 shall not apply to any dispute between the Parties with respect to the interpretation of any provision, term or condition of this Agreement.

ARTICLE XI

INDEMNIFICATION

Section 11.1 Indemnification of the Reinsurer by the Company. From and after the Effective Date, the Company shall indemnify, defend and hold harmless the Reinsurer and its officers, directors and authorized Representatives (the “Reinsurer Indemnified Parties”) from and

against, and pay and reimburse the Reinsurer Indemnified Parties for, all Losses imposed on, sustained, incurred or suffered by, or asserted against, the Reinsurer Indemnified Parties (a) solely as a result of actions or omissions of the Company, but only to the extent such actions or omissions of the Company constitute gross negligence or bad faith and were not taken or omitted at the direction of the Reinsurer or consented to by the Reinsurer or (b) arising out of any breach or nonfulfillment by the Company of, or any failure by the Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Reinsurer pursuant to the Administrative Services Agreement; provided, however, that the Company shall have no obligation to indemnify, defend and hold harmless the Reinsurer Indemnified Parties for any Reinsured Liabilities.

Section 11.2 Indemnification of the Company by the Reinsurer. From and after the Effective Date, the Reinsurer shall indemnify, defend and hold harmless the Company, and its officers, directors and authorized Representatives (the “Company Indemnified Parties”) from and against, and pay and reimburse the Company Indemnified Parties for, all Losses imposed on, sustained or incurred or suffered by, or asserted against, the Company Indemnified Parties to the extent such Losses (a) constitute Reinsured Liabilities, (b) arise out of any breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement unless such breach, nonfulfillment or failure arises out of or results from the action or omission of the Company or its Affiliates pursuant to the Transition Services Agreement, (c) arise out of written instructions of the Reinsurer given pursuant to Section 3.2 hereof, or (d) arise out of the Company following a written recommendation of the Reinsurer given in accordance with Section 2.7(b).

ARTICLE XII

CONFIDENTIALITY

Section 12.1 Confidentiality. Except as provided in the Other Transaction Agreements, each of the Reinsurer and the Company agrees to hold any Confidential Information with respect to the other Party in strictest confidence and to take all reasonable steps to ensure that such Confidential Information is not disclosed in any form by any means by it or by its Affiliates, employees, advisors, agents or administrators (collectively, “Representatives”) to third parties of any kind or used by it or its Representatives for any purpose other than the performance of its obligations under this Agreement; provided that the foregoing obligation shall not prohibit disclosure of any such information (a) if required by Applicable Law or stock exchange rules, or if required or requested by any Governmental Entity (provided in the case of this clause (a) that the disclosing party shall allow (to the extent permitted by Applicable Law and reasonably practicable) the other Party a reasonable opportunity to comment on such disclosure in advance of such disclosure); (b) to the disclosing Party’s Representatives, auditors or ratings agencies, provided, that such Representatives, auditors or ratings agencies are made aware of the provisions of this Article XII; (c) to the extent that the information has been made public by or on behalf of, or with the prior consent of, the non-disclosing Party; (d) if required in connection with any report required to be filed or submitted with any Governmental Entity; (e) to a retrocessionaire of the Reinsurer; (f) to the extent reasonably necessary in connection with any dispute with respect to this Agreement; and (g) as necessary for the Reinsurer to perform its

obligations as Administrator under the Administrative Services Agreement. The Reinsurer agrees to hold medical, financial and other personal information about proposed, current, and former policyowners, insureds, applicants and beneficiaries of Policies in confidence to the extent required to be held in confidence under Applicable Law and the Reinsurer’s privacy policy or policies and shall establish and maintain safeguards against the unauthorized access, destruction, loss or alteration of such information which are no less rigorous than those maintained by Xxxxxxxxx for its own information of a similar nature. Notwithstanding anything to the contrary, for purposes of this Section 12.1, the Reinsurer, in its capacity as Administrator on behalf of the Company, shall not be considered an advisor, agent or administrator of the Company.

ARTICLE XIII

REPRESENTATIONS AND WARRANTIES

Section 13.1 Representations and Warranties of Reinsurer. The Reinsurer hereby represents and warrants to the Company as of the Effective Time:

(a) Organization, Standing and Authority. The Reinsurer is a corporation duly organized and validly existing under the laws of the State of Massachusetts and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Reinsurer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(b) Authorization. The Reinsurer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Reinsurer, and, subject to the due execution and delivery by the Company, this Agreement is valid and the binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Reinsurer or its properties or assets that, individually or in the aggregate, have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Reinsurer, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(d) No Conflict or Violation. The execution, delivery and performance by the Reinsurer of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Reinsurer, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Reinsurer is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Reinsurer, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Reinsurer’s business or necessary to enable the Reinsurer to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Reinsurer’s ability to perform its obligations under this Agreement.

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement or the transactions contemplated hereby.

Section 13.2 Representations and Warranties of the Company. The Company hereby represents and warrants to the Reinsurer as of the Effective Time:

(a) Organization, Standing and Authority. The Company is a corporation duly organized and validly existing under the laws of the State of New York and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on the operations of its business as they are now being conducted, except where the failure to have such authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(b) Authorization. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company, and, subject to the due execution and delivery by the Reinsurer, this Agreement is valid and the binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting the rights of creditors of insurance companies or creditor’s rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(c) Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any Governmental Entity applicable to the Company or its properties or

assets that, individually or in the aggregate, have a material adverse effect on the Company’s ability to perform its obligations under this Agreement. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of the Company, threatened against, at law or in equity, or before or by any Governmental Entity or before any arbitrator of any kind which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(d) No Conflict or Violation. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate any provision of the charter, bylaws or other organizational document of the Company, (ii) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate or constitute (or with notice or lapse of time or both, constitute) a default under, any contract to which the Company is a party or by or to which its properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any arbitrator or Governmental Entity, or any agreement with, or condition imposed by, any arbitrator or Governmental Entity, binding upon, the Company, (iv) violate any Applicable Law or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any license or authorization related to the Company’s business or necessary to enable the Company to perform its obligations under this Agreement, except for any such violations, conflicts or breaches which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(e) Brokers and Financial Advisers. No broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Company in connection with this Agreement or the transactions contemplated hereby.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.1 Errors and Omissions. If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will equitably adjust the situation to what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated. Should it not be possible to adjust the situation, it will be resolved in accordance with dispute resolution procedures mutually selected by the Parties.

Section 14.2 Offset and Recoupment. The Company or the Reinsurer may offset or recoup any undisputed balance or amount due from one Party to the other Party under this Agreement; provided, that in the event of the insolvency of the Company, offsets shall only be allowed in accordance with New York Insurance Law Section 7427. The right of setoff shall not be affected or diminished because of the insolvency of either Party.

Section 14.3 Expenses. Except as otherwise provided in this Agreement each Party shall bear its own costs and expenses incurred in connection with the transactions contemplated by this Agreement. All transfer, sales, use, value added, excise, stock transfer, documentary, stamp, recording, registration and any similar taxes that become payable as a result of the allocation of the Initial Reinsurance Assets to the Funds Withheld Account (including any real property transfer tax and any similar tax) shall be borne fifty percent (50%) by the Company and fifty percent (50%) by the Reinsurer.

Section 14.4 Parties to this Agreement. This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

Section 14.5 Authority. Neither the Company nor the Reinsurer shall have any power or authority to act for or on behalf of the other except as expressly granted herein or in the Administrative Services Agreement or Transition Services Agreement, and no other or greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. No employee or agent of either Party shall be considered an employee or agent of the other.

Section 14.6 No Assignment. This Agreement may not be assigned by either of the Parties hereto without the prior written approval of the other Party. Notwithstanding the foregoing, the Reinsurer shall not be prohibited from further transfer of risks accepted hereunder on a retrocession or other basis without the prior approval of the Company; provided that any transfer shall not relieve the Reinsurer of its obligations under this Agreement.

Section 14.7 Notices. Any notice, approval, request, consent, instruction, or other document to be given hereunder by any Party hereto to the other Party hereto will be delivered by personal delivery, overnight express or facsimile (followed by telephone confirmation with the intended recipient), as follows:

If to the Company, to:

Aviva Life and Annuity Company of New York

0000 Xxxxx Xxxxx Xxxxxxx

West Des Moines, Iowa 50266

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Attention: Xxxxxxx X. Xxxxx

Email: xxxx.xxxxx@xxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

Aviva Life and Annuity Company

c/o Athene Asset Management LLC

000 Xxxxxx Xxxxxx, Xxxxx 000

El Segundo, California 90245

Telephone: (000) 000-0000

Fax: (000) 000-0000

Attention: Chief Executive Officer and Legal Department

Email: xxxxxxxx@xxxxxx.xxx; xxxxx@xxxxxx.xxx

and

Sidley Austin LLP

0 Xxxxx Xxxxxxxx

Chicago, Illinois 60603

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Attn: Xxxxx X. Xxxxxxxxx, Esq.

and

Sidley Austin LLP

000 Xxxxxxx Xxxxxx

New York, New York 10019

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Attn: Xxxxxxxx X. Xxxxx, Esq.

If to the Reinsurer, to:

First Allmerica Financial Life Insurance Company

c/o Commonwealth Annuity and Life Insurance Company

000 Xxxxxxxx Xxxx Xxxxx 000

Southborough, Massachusetts 01772

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Attn: Xxxxx Xxxxxxxxx, Esq.

with a copy (which shall not constitute notice) to:

Debevoise & Xxxxxxxx LLP

000 Xxxxx Xxxxxx

New York, New York 10022

Telephone: (000) 000 0000

Facsimile: (000) 000 0000

Attn: Xxxx X. Xxxxxx, Esq.

Xxxxxx X. Xxxxx, Esq.

or at such other address for a Party as will be specified by like notice. Each notice or other communication required or permitted under this Agreement that is addressed as provided in this Section 14.7 will be deemed given upon delivery.

Section 14.8 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Company or the Reinsurer under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 14.9 Announcements. Except as required by Applicable Law or in connection with public disclosure to investors or analysts, the content and timing of public announcements by either Party concerning the transactions contemplated by this Agreement must be approved in advance by both Parties, but such approval shall not be unreasonably withheld, conditioned or delayed.

Section 14.10 Schedules, Annexes and Exhibits. All Schedules, Annexes and Exhibits to this Agreement are attached hereto and are incorporated herein by reference. The provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) shall be deemed to control in the event of any inconsistency or conflict between the provisions of this Agreement (without reference to any attached Schedules, Annexes and Exhibits) and the Schedules, Annexes and Exhibits attached hereto.

Section 14.11 Entire Agreement. This Agreement (including all Exhibits, Annexes and Schedules hereto), and the Other Transaction Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement and such other agreements. Except as set forth in Sections 11.1 and 11.2 with respect to the Reinsurer Indemnified Parties and the Company Indemnified Parties, this Agreement is not intended to and shall not confer upon any Person other than the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns any rights or remedies.

Section 14.12 Binding Effect. This Agreement is binding upon, and will inure to the benefit of, the Parties and their respective permitted assignees and successors (including any liquidator, rehabilitator, receiver or conservator of a Party).

Section 14.13 Waiver and Amendment. This Agreement may be modified or amended only by a writing duly executed by the Company and the Reinsurer. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof. A waiver must be in writing and must be executed by such Party. A waiver on any occasion shall not be deemed to be a waiver of the same or any term or condition on a future occasion.

Section 14.14 Headings. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

Section 14.15 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

Section 14.16 No Prejudice. The Parties agree that this Agreement has been jointly negotiated and drafted by the Parties hereto and that the terms hereof shall not be construed in favor of or against any Party on account of its participation in such negotiations and drafting.

Section 14.17 Governing Law; Jurisdiction; Enforcement.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law rules thereof.

(b) Subject to Section 10.1 and Section 10.2, each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York County, for purposes of all legal proceedings arising out of or relating to this Agreement, or the transactions contemplated by this Agreement, or for recognition and enforcement of any judgment in respect thereof. In any such action, suit or other proceeding, each party hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party also agrees that any final and unappealable judgment against a party in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. Each party agrees that any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered, sent or mailed in accordance with Section 14.7, constitute good, proper and sufficient service thereof.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.17.

Section 14.18 Further Assurances. Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that the other Party may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, effective as of the date first written above.


AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK

By:

Name:		X. XXXXXXX XXXX
Title:		SVP

Signature Page to Non-Financed Funds Withheld Agreement


FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By:

Name:		Xxxxxxxx X. xxx Xxxxxx
Title:		President and Chief Executive Officer

Signature Page to Non-Financed Funds Withheld Agreement

Schedule 1.1(i)

Assumed Reinsurance Agreements

None.

Schedule 1.1(ii)

Other Reinsurance

1.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of August 18, 2008.

2.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of August 18, 2008.

3.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and General Re, dated as of April 1, 2009.

4.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Hannover, dated as of August 16, 2010.

5.	Automatic/Facultative YRT Reinsurance Agreement, by and between ALACNY and RGA, dated as of November 8, 2008.

6.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated as of November 8, 2008.

7.	Automatic Yearly Renewable Term Reinsurance Agreement, by and between ALACNY and Canada Life, dated August 18, 2008.

8.	Automatic YRT Reinsurance Agreement, by and between ALACNY and Scor, dated as of August 16, 2010.

9.	Automatic Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of January 25, 2010.

10.	Auto Self Administered YRT Reinsurance Agreement, by and between ALACNY and Swiss Re, dated as of August 16, 2010.

Section 2.11

Existing Interest Maintenance Reserve (Non-Financed NLG)

The Parties will work together to develop the IMR amortization schedule based upon the actual disposal information, producing an amortization schedule to be added to this agreement. At the time of this agreement’s execution, the best estimates of IMR are

IMR (based on 8/31 experience): $1,480,203

Annex A

List of Initial Reinsurance Assets¹

[See attached.]

¹	This Annex was prepared in accordance with the “GA_Master Report_Finalv3.xlsx” sent by Xxxx Xxxxxxxxxx on Wednesday October 2, 2013 at 9:58 a.m. EST. If there are any typographical or manifest errors, parties will work together to correct the Annex after the Effective Time.


Annex A (List of Initial Reinsurance Assets)		ALACNY - FAFLIC Non-Financed AXXX/XXX


Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	000000XX0-1-526	01-Apr-19	000000XX0	BHP BILLITON FINANCE (USA) LTD	3,000,000.00	3,000,000.00	2,993,946.54	3,595,821.00	95,333.33
Available	00000XXX0-1-526	10-Jul-46	00000XXX0	BANC OF AMERICA COMMERCIAL MOR	6,000,000.00	6,000,000.00	5,992,346.11	6,582,402.00	24,414.00
Available	00000XXX0-1-526	11-Mar-39	00000XXX0	BEAR XXXXXXX COMMERCIAL MORTGA	6,000,000.00	6,000,000.00	5,986,530.12	6,506,490.00	24,310.00
Available	00000XXX0-1-513	01-Aug-19	00000XXX0	CAREFUSION CORP	1,000,000.00	1,000,000.00	989,072.92	1,144,714.00	9,916.67
Available	00000X0X0-4-513	01-Oct-18	00000X0X0	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	00000X0X0-1-525	01-Oct-18	00000X0X0	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	00000X0X0-1-526	01-Oct-18	00000X0X0	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	00000X0X0-1-527	01-Oct-18	00000X0X0	CATERPILLAR FINANCIAL SERVICES	2,000,000.00	2,000,000.00	2,003,899.37	2,457,850.00	69,325.00
Available	000000XX0-1-529	15-Sep-30	000000XX0	CONAGRA FOODS INC	1,000,000.00	1,000,000.00	1,294,798.85	1,272,049.00	2,750.00
Available	00000XXX0-1-527	13-Apr-17	00000XXX0	XXXX DEERE CAPITAL CORP	3,000,000.00	3,000,000.00	2,992,862.02	3,383,691.00	75,166.67
Available	000000XX0-4-513	15-Apr-32	000000XX0	DEVON ENERGY CORPORATION	2,300,000.00	2,300,000.00	2,668,908.61	3,000,333.90	82,282.50
Available	00000XXX0-1-529	01-Dec-41	00000XXX0	XXXX DISNEY COMPANY (THE)	3,000,000.00	3,000,000.00	2,965,833.60	2,788,764.00	39,875.00
Available	00000XXX0-1-526	15-Aug-19	00000XXX0	DUKE REALTY LP	1,000,000.00	1,000,000.00	999,717.05	1,244,023.00	9,625.00
Available	00000XXX0-1-527	15-Jul-20	00000XXX0	ERP OPERATING LIMITED PARTNERS	3,000,000.00	3,000,000.00	2,983,018.01	3,239,349.00	40,375.00
Available	000000XX0-1-526	08-Dec-41	000000XX0	ECOLAB INC	5,000,000.00	5,000,000.00	4,949,374.36	5,405,770.00	83,263.89
Available	000000XX0-1-526	01-Mar-38	000000XX0	FIFTH THIRD BANCORP	2,000,000.00	2,000,000.00	1,592,563.43	2,575,302.00	11,916.67
Available	00000X0X0-1-526	14-Jan-38	00000X0X0	GENERAL ELECTRIC CAPITAL CORP	3,000,000.00	3,000,000.00	2,993,153.84	3,311,754.00	35,739.58
Available	00000X0X0-1-526	10-Jan-39	00000X0X0	GENERAL ELECTRIC CAPITAL CORP	2,000,000.00	2,000,000.00	1,970,974.10	2,473,974.00	29,409.72
Available	00000XXX0-1-526	15-Dec-16	00000XXX0	GENWORTH FINANCIAL INC	2,000,000.00	2,000,000.00	1,997,512.93	2,371,132.00	48,875.00
Available	00000XXX0-2-513	01-Oct-37	00000XXX0	XXXXXXX XXXXX GROUP INC/THE	2,675,000.00	2,675,000.00	2,779,975.99	2,825,787.08	88,275.00
Available	000000XX0-1-513	15-Dec-40	000000XX0	XXXXXX CORPORATION	5,000,000.00	5,000,000.00	5,191,349.26	5,402,070.00	87,125.00
Available	000000XX0-1-526	15-Feb-21	000000XX0	HERSHEY COMPANY THE	1,000,000.00	1,000,000.00	1,038,175.60	1,304,331.00	10,266.67
Available	000000XX0-1-526	15-Aug-21	000000XX0	XXXXXXXXX-XXXX CO.	1,000,000.00	1,000,000.00	1,028,137.83	1,273,876.00	10,500.00
Available	000000XX0-1-525	01-Sep-16	000000XX0	INTERNATIONAL BANK FOR RECONST	1,000,000.00	1,000,000.00	974,589.92	1,208,435.00	5,958.33
Available	000000XX0-2-528	01-Dec-96	000000XX0	INTERNATIONAL BUSINESS MACHINE	2,000,000.00	2,000,000.00	2,285,321.39	2,713,696.00	45,916.67
Available	000000XX0-1-529	01-Dec-96	000000XX0	INTERNATIONAL BUSINESS MACHINE	2,000,000.00	2,000,000.00	2,284,225.01	2,713,696.00	45,916.67
Available	00000XXX0-1-526	12-Sep-37	00000XXX0	XX XXXXXX XXXXX COMMERCIAL MOR	9,500,000.00	9,500,000.00	9,405,278.91	10,009,798.50	33,585.14
Available	00000XXX0-1-513	12-May-45	00000XXX0	XX XXXXXX XXXXX COMMERCIAL MOR	4,000,000.00	3,937,184.57	3,721,958.04	4,319,182.03	15,787.24
Available	00000XXX0-1-526	15-Sep-39	00000XXX0	LB-UBS COMMERCIAL MORTGAGE TRU	5,000,000.00	5,000,000.00	4,695,147.74	5,501,105.00	11,937.78
Available	000000XX0-1-513	01-Dec-23	000000XX0	LOUISIANA LAND AND EXPLORATION	2,000,000.00	2,000,000.00	1,939,672.87	2,582,862.00	49,300.00
Available	000000XX0-1-526	15-Mar-32	000000XX0	MARATHON OIL CORP	2,900,000.00	2,900,000.00	2,956,608.39	3,437,892.00	6,573.33
Available	00000XXX0-2-513	01-Mar-38	00000XXX0	MCDONALDS CORPORATION	2,235,000.00	2,235,000.00	2,646,321.86	2,780,514.33	10,169.25
Available	00000XXX0-1-526	11-Jun-42	00000XXX0	XXXXXX XXXXXXX CAPITAL I MSC_0	4,000,000.00	4,000,000.00	4,059,247.88	4,522,364.00	16,800.25
Available	00000XXX0-2-526	11-Jan-43	00000XXX0	XXXXXX XXXXXXX CAPITAL I MSC_0	11,496,000.00	11,496,000.00	11,557,432.99	13,376,860.56	53,629.83
Available	000000XX0-1-526	15-Mar-28	000000XX0	NORDSTROM INC	2,000,000.00	2,000,000.00	2,018,110.88	2,465,212.00	4,633.33
Available	000000XX0-1-513	01-Mar-34	000000XX0	PACIFIC GAS & ELECTRIC CO	2,500,000.00	2,500,000.00	2,403,628.67	2,784,850.00	10,923.61
Available	00000XXX0-1-524	01-Jun-20	00000XXX0	PARTNERRE FINANCE B LLC	1,000,000.00	1,000,000.00	999,027.84	1,093,406.00	17,722.22
Available	000000XX0-1-527	15-Jul-18	000000XX0	CONOCOPHILLIPS	3,000,000.00	3,000,000.00	3,001,306.71	3,618,510.00	39,900.00
Available	00000XXX0-6-526	30-Oct-19	00000XXX0	PROLOGIS LP	2,000,000.00	2,000,000.00	1,996,030.17	2,450,422.00	60,229.17
Available	00000XXX0-1-526	15-Jun-19	00000XXX0	PRUDENTIAL FINANCIAL INC	2,000,000.00	2,000,000.00	2,029,931.20	2,472,012.00	41,791.67
Available	000000XX0-1-513	15-May-41	000000XX0	REPUBLIC SERVICES INC	3,000,000.00	3,000,000.00	2,983,226.03	3,217,602.00	62,700.00
Available	000000XX0-1-526	15-May-41	000000XX0	REPUBLIC SERVICES INC	3,000,000.00	3,000,000.00	2,983,226.03	3,217,602.00	62,700.00
Available	000000XX0-1-513	01-Oct-30	000000XX0	KONINKLIJKE KPN NV	1,000,000.00	1,000,000.00	1,257,101.13	1,279,597.00	40,944.44
Available	000000XX0-1-526	01-Dec-33	000000XX0	MERCK & CO INC	3,000,000.00	3,000,000.00	3,352,476.98	3,816,744.00	62,833.33
Available	000000XX0-1-513	15-Dec-38	000000XX0	SHELL INTERNATIONAL FINANCE BV	2,000,000.00	2,000,000.00	2,258,608.08	2,497,876.00	36,125.00
Available	000000XX0-1-526	15-Jan-37	000000XX0	SOUTHERN CALIFORNIA EDISON COM	3,800,000.00	3,800,000.00	3,781,472.05	4,253,005.60	42,180.00
Available	000000XX0-1-513	15-Feb-26	000000XX0	SUNTRUST BANKS INC	3,000,000.00	3,000,000.00	2,882,040.01	3,190,659.00	21,000.00
Available	00000XXX0-1-524	01-Dec-19	00000XXX0	TD AMERITRADE HOLDING CORPORAT	1,000,000.00	1,000,000.00	1,009,363.19	1,163,615.00	18,044.44
Available	00000XXX0-1-526	01-Feb-36	00000XXX0	TEVA PHARMACEUTICAL FINANCE LL	2,850,000.00	2,850,000.00	2,871,483.21	3,291,191.40	27,265.00
Available	0000000X0-1-526	15-Jan-39	0000000X0	TRANSCANADA PIPELINES LIMITED	3,957,000.00	3,957,000.00	4,560,512.96	5,290,006.46	60,344.25
Available	000000XX0-1-513	01-Apr-20	000000XX0	UNITED PARCEL SERVICE OF AMERI	2,000,000.00	2,000,000.00	2,026,373.60	2,604,080.00	81,888.89

Page 1 of 2


Annex A (List of Initial Reinsurance Assets)		ALACNY - FAFLIC Non-Financed AXXX/XXX


Available?	Unique ID	Maturity Date	Sec ID	Description	Original Face	9/26/13 Par Value	9/26/13 Stat. Book Value	9/26/13 Market Value	Accrued Interest
Available	00000XXX0-1-525	15-Nov-16	00000XXX0	US BANCORP	17,000,000.00	17,000,000.00	16,972,175.82	17,501,942.00	137,133.33
Available	00000XXX0-1-513	15-Apr-32	00000XXX0	VALERO ENERGY CORPORATION	2,500,000.00	2,500,000.00	2,715,756.15	2,924,780.00	84,375.00
Available	00000XXX0-1-526	15-Feb-30	00000XXX0	VODAFONE GROUP PLC	3,000,000.00	3,000,000.00	2,965,941.49	3,791,769.00	27,562.50
Available	000000XX0-1-513	15-Feb-30	000000XX0	WAL-MART STORES INC	2,000,000.00	2,000,000.00	2,427,088.77	2,686,728.00	17,616.67
Available	00000XXX0-1-513	01-Jul-40	00000XXX0	WASHINGTON ST CONV CENTER PUBL	4,250,000.00	4,250,000.00	4,250,000.00	4,714,440.00	68,937.36
Available	00000XXX0-1-513	15-Jan-43	00000XXX0	WELLPOINT INC	3,424,000.00	3,424,000.00	3,262,721.65	3,155,760.42	31,843.20
Available	000000XX0-1-526	15-Jul-23	000000XX0	WEYERHAEUSER COMPANY	1,700,000.00	1,700,000.00	1,749,708.90	1,985,023.70	24,225.00
Available	00000XXX0-1-513	01-Jul-36	00000XXX0	XCEL ENERGY INC	2,500,000.00	2,500,000.00	2,483,244.05	3,016,802.50	38,819.44

Page 2 of 2

Annex B

Net Settlements

[See attached.]

Monthly Accounting Report

For the Monthly Accounting Period ending on


Section 1: Policy cash flows to/(from) Ceding Company (gross)

First Year Premium (net of returns and refunds of premiums)		$	—
Renewal Premium (net of returns and refunds of premiums, including dividends)			—


A TOTAL Premium						—

Full / Partial Surrenders, net of surrender charges			—
Death Claims			—
Matured Endowments			—
Waiver of Premium and other benefit riders			—


B TOTAL Claims						—

Premiums received on third-party reinsurance			—
Claims paid on third-party reinsurance			—
Commissions / expense allowances on third-party reinsurance			—
Other Benefits paid/received on third-party reinsurance			—


C Net third-party reinsurance						—

Renewal commissions			—


D Total commissions						—

Section 2: Policy cash flows due to / (owed from) Reinsurer

E Net Policy Cash Flows (A - B +/- C - D)						—
x Quota Share						100	%

F Reinsurer Share of Net Policy Cash Flows						—

G Net Settlement Amounts paid to/(by) Reinsurer during Period

	MM/DD/YYYY		—

						—

H Policy Cash Flows due to/(owed from) Reinsurer (F - G)						—


Section 3 Quarterly Net Settlement Amount owed to / (from) Reinsurer

I Policy Cash Flows						—

Premiums Received			—
x 1.8%			1.80	%

Premium Tax Allowance:			—

- Premium Tax Allowance Prior Year True-up			—

Guarantee Assessments Paid by the Company			—

J Total Premium Taxes / Guarantee Assessments						—

K Miscellaneous
a. Producer Payments and Commissions						—

L Quarterly Net Settlement Amount owed to / (from) Reinsurer						—


Section 4.1: Funds Withheld Account
M Statutory Carrying Value of Assets at Beginning Month					$	—

N Investment Income						—

O GSAM Investment Management Fees						—


P Realized Gains / (Losses)			—

Q Changes in Unrealized Gains for NAIC 6			—

R Statutory Impairments / Default Losses Realized			—

	MM/DD/YYYY	—
	MM/DD/YYYY	—
	MM/DD/YYYY	—
	MM/DD/YYYY	—

S Cash or other assets transferred (to) / from Reinsurer

—

MM/DD/YYYY

—

MM/DD/YYYY

—

MM/DD/YYYY

—

MM/DD/YYYY

—

T Cash or other assets transferred (to) / from Reinsurer_Retrocessionaire

—

U Statutory Carrying Value of Assets at End of Month

—

(M + N - O +/- P +/- Q +/- R +/- S +/- T )

Assigned Hedge Costs

—

Assigned Hedge Proceeds

—

V Net hedge (costs) / proceeds due to/(from) Reinsurer

—

Policy Loan Interest Received

—

Policy Loan Principal Repayments

—

Less: Policy Loans Issued / Adjusted

—

W TOTAL Policy Loans

—

Section 5: Calculation of Funds Withheld Adjustment

X Total Funds Withheld Account

—

(U +/- V +/- W)

Y Amounts still owed from prior settlement

—

Z Ending Statutory Reserves

—

AA Funds Withheld Adjustment due from / (to) the Reinsurer

—

(Z - X +/- Y)

AB Net Amount to Transfer (AA - L)

—

Annex C

XX Xxxxxx

[See attached.]

All XX Xxxxxx have been included on Annex C of the Coinsurance and Assumption Agreement, dated as the date hereof, by and between the Company and the Reinsurer. After the Effective Date, some of those XX Xxxxxx may be allocated to this Agreement and that certain Funds Withheld Coinsurance Agreement, dated as the date hereof, by and between the Company and the Reinsurer.

Annex D

Life Reference Balance Sheet

[See attached.]

ALACNY Financed - US Bank Reference Balance Sheet

Assets and liabilities for ALACNY to transfer to FAFLIC

Illustrative, based on 8/31/2013 ALACNY balances

Debit (Credit)


	US Bank
	Funds Withheld Treaty

Cash		1,112,503
Deferred premium		646,476
Funds withheld receivable		187,114,613

Total assets		188,873,592

Life reserves - Statutory Reserve		(187,114,613	)
Claim liability		(278,776	)
Existing interest maintenance reserve		(1,480,203	)

Total liabilities		(188,873,592	)

Liabilities transferred in excess of assets transferred		—


US Bank		ALACNY - Life Reference Balance Sheet (Non-Financed NLB).xlsx		Distributed 9/24/2013

Annex E

Additional Life Reference Balance Sheet Assets

None.

Annex F

Policy List

[See attached.]

ALACNY Policy Listings — 2010-12 Block AXXX

BL28902580

BL28904510

BL06260110

BL06265060

BL06267990

BL06270860

BL06273880

BL06276810

BL28902590

BL28904530

BL06260150

BL06265130

BL06268000

BL06270880

BL06273950

BL06276820

BL28902630

BL28904650

BL06260200

BL06265140

BL06268050

BL06271000

BL06274180

BL06276860

BL28902680

BL28904660

BL06260340

BL06265150

BL06268060

BL06271070

BL06274190

BL06276890

BL28902750

BL28904700

BL06260370

BL06265160

BL06268130

BL06271160

BL06274380

BL06276900

BL28902770

BL28904840

BL06260400

BL06265330

BL06268160

BL06271170

BL06274440

BL06276930

BL28902860

BL28904860

BL06260410

BL06265430

BL06268170

BL06271190

BL06274480

BL06276960

BL28902930

BL28904890

BL06260760

BL06265440

BL06268190

BL06271230

BL06274580

BL06276970

BL28902970

BL28904920

BL06260930

BL06265450

BL06268210

BL06271240

BL06274640

BL06277010

BL28902990

BL28904940

BL06260990

BL06265460

BL06268400

BL06271400

BL06274650

BL06277070

BL28903060

BL28904960

BL06261010

BL06265500

BL06268460

BL06271410

BL06274660

BL06277080

BL28903090

BL28904970

BL06261190

BL06265590

BL06268490

BL06271420

BL06274790

BL06277110

BL28903100

BL28905000

BL06261300

BL06265630

BL06268550

BL06271430

BL06274850

BL06277130

BL28903120

BL28905030

BL06261310

BL06265690

BL06268680

BL06271450

BL06274860

BL06277180

BL28903160

BL28905060

BL06261350

BL06265720

BL06268690

BL06271490

BL06274870

BL06277230

BL28903180

BL28905090

BL06261400

BL06265760

BL06268740

BL06271510

BL06274880

BL06277240

BL28903210

BL28905140

BL06261410

BL06265790

BL06268770

BL06271520

BL06274920

BL06277250

BL28903240

BL28905190

BL06261420

BL06265820

BL06268820

BL06271630

BL06274980

BL06277280

BL28903280

BL28905210

BL06261540

BL06265880

BL06268920

BL06271650

BL06275110

BL06277290

BL28903310

BL28905240

BL06261610

BL06265930

BL06268950

BL06271720

BL06275140

BL06277310

BL28903330

BL28905270

BL06261620

BL06265950

BL06269020

BL06271750

BL06275180

BL06277340

BL28903350

BL28905290

BL06261660

BL06265980

BL06269060

BL06271770

BL06275190

BL06277430

BL28903390

BL28905310

BL06261760

BL06266010

BL06269150

BL06271820

BL06275230

BL06277440

BL28903400

BL28905330

BL06261770

BL06266050

BL06269180

BL06271840

BL06275270

BL06277490

BL28903440

BL28905370

BL06261870

BL06266060

BL06269200

BL06271870

BL06275340

BL06277510

BL28903480

BL28905380

BL06261940

BL06266080

BL06269210

BL06271890

BL06275350

BL06277610

BL28903520

BL28905400

BL06262030

BL06266090

BL06269290

BL06271910

BL06275370

BL06277620

BL28903580

BL28905410

BL06262360

BL06266100

BL06269310

BL06272030

BL06275390

BL06277740

BL28903600

BL28905510

BL06262400

BL06266150

BL06269380

BL06272050

BL06275410

BL06277750

BL28903610

BL28905530

BL06262440

BL06266170

BL06269390

BL06272120

BL06275420

BL06277780

BL28903620

BL28905570

BL06262600

BL06266180

BL06269400

BL06272180

BL06275440

BL06277820

BL28903670

BL28905590

BL06263010

BL06266200

BL06269430

BL06272210

BL06275450

BL06277830

BL28903680

BL28905630

BL06263030

BL06266260

BL06269500

BL06272270

BL06275470

BL06277860

BL28903710

BL28905660

BL06263040

BL06266350

BL06269570

BL06272280

BL06275490

BL06278270

BL28903730

BL28905710

BL06263100

BL06266370

BL06269600

BL06272340

BL06275640

BL06278300

BL28903830

BL28905720

BL06263150

BL06266380

BL06269610

BL06272430

BL06275710

BL06278310

BL28903850

BL28905740

BL06263180

BL06266410

BL06269680

BL06272590

BL06275720

BL06278340

BL28903880

BL28905760

BL06263260

BL06266420

BL06269690

BL06272680

BL06275750

BL06278360

BL28903900

BL28905790

BL06263690

BL06266450

BL06269740

BL06272810

BL06275840

BL06278470

BL28903930

BL28905800

BL06263710

BL06266550

BL06269840

BL06272850

BL06275950

BL06278480

BL28903940

BL28905890

BL06263760

BL06266620

BL06269850

BL06272860

BL06275960

BL06278550

BL28903970

BL28905900

BL06263770

BL06266670

BL06269870

BL06272890

BL06275970

BL06278620

BL28903980

BL28905910

BL06263790

BL06266820

BL06269900

BL06272950

BL06276020

BL06278630

BL28904000

BL28905920

BL06263800

BL06266830

BL06269980

BL06272990

BL06276090

BL06278660

BL28904010

BL28906020

BL06263930

BL06266850

BL06270000

BL06273040

BL06276110

BL06278700

BL28904040

BL28906070

BL06263990

BL06267000

BL06270040

BL06273050

BL06276170

BL06278720

BL28904050

BL28906090

BL06264110

BL06267040

BL06270050

BL06273140

BL06276180

BL06278730

BL28904070

BL28906160

BL06264320

BL06267120

BL06270120

BL06273160

BL06276190

BL06278750

BL28904090

BL28906170

BL06264390

BL06267150

BL06270370

BL06273170

BL06276270

BL06278770

BL28904110

BL28906240

BL06264410

BL06267250

BL06270430

BL06273230

BL06276300

BL06278800

BL28904120

BL28906280

BL06264420

BL06267290

BL06270440

BL06273270

BL06276380

BL06278820

BL28904140

BL28906310

BL06264440

BL06267340

BL06270450

BL06273280

BL06276400

BL06278850

BL28904170

BL28906340

BL06264480

BL06267360

BL06270460

BL06273380

BL06276550

BL06278880

BL28904210

BL28906370

BL06264620

BL06267370

BL06270520

BL06273390

BL06276580

BL06278890

BL28904230

BL28906410

BL06264780

BL06267410

BL06270560

BL06273440

BL06276590

BL06278920

BL28904250

BL28906420

BL06264820

BL06267450

BL06270650

BL06273500

BL06276600

BL06278930

BL28904280

BL28906460

BL06264850

BL06267540

BL06270660

BL06273530

BL06276610

BL06278940

BL28904300

BL28906530

BL06264870

BL06267570

BL06270670

BL06273610

BL06276620

BL06278960

BL28904320

BL28906640

BL06264890

BL06267580

BL06270700

BL06273640

BL06276630

BL06279000

BL28904370

BL06259380

BL06264940

BL06267750

BL06270720

BL06273740

BL06276640

BL06279040

BL28904410

BL06259570

BL06265010

BL06267760

BL06270810

BL06273750

BL06276700

BL06279070

BL28904460

BL06259630

BL06265040

BL06267800

BL06270850

BL06273870

BL06276720

BL06279080

ALACNY Policy Listings — 2010-12 Block AXXX

BL06279120

BL06281820

BL06283790

BL06286010

BL06288880

BL06291290

BL06293810

BL06295460

BL06279150

BL06281870

BL06283800

BL06286190

BL06288890

BL06291310

BL06293890

BL06295470

BL06279160

BL06281910

BL06283820

BL06286280

BL06288910

BL06291320

BL06293920

BL06295500

BL06279170

BL06281920

BL06283850

BL06286510

BL06288920

BL06291410

BL06293930

BL06295520

BL06279190

BL06281930

BL06283860

BL06286590

BL06288960

BL06291430

BL06293970

BL06295530

BL06279220

BL06281950

BL06283910

BL06286600

BL06288980

BL06291500

BL06294000

BL06295560

BL06279380

BL06282060

BL06284080

BL06286720

BL06289130

BL06291570

BL06294010

BL06295600

BL06279460

BL06282200

BL06284110

BL06286730

BL06289290

BL06291640

BL06294040

BL06295610

BL06279470

BL06282210

BL06284130

BL06286800

BL06289410

BL06291740

BL06294050

BL06295720

BL06279630

BL06282250

BL06284150

BL06286860

BL06289420

BL06291750

BL06294060

BL06295800

BL06279650

BL06282390

BL06284160

BL06286920

BL06289430

BL06291770

BL06294130

BL06295840

BL06279660

BL06282400

BL06284190

BL06286940

BL06289440

BL06291780

BL06294160

BL06295850

BL06279700

BL06282440

BL06284280

BL06286970

BL06289450

BL06291900

BL06294180

BL06296000

BL06279790

BL06282450

BL06284370

BL06287040

BL06289490

BL06291920

BL06294240

BL06296050

BL06279810

BL06282460

BL06284380

BL06287080

BL06289550

BL06291970

BL06294250

BL06296070

BL06279830

BL06282470

BL06284390

BL06287090

BL06289560

BL06292020

BL06294260

BL06296080

BL06279920

BL06282490

BL06284400

BL06287110

BL06289580

BL06292030

BL06294270

BL06296150

BL06279930

BL06282510

BL06284440

BL06287160

BL06289590

BL06292090

BL06294290

BL06296170

BL06279950

BL06282520

BL06284450

BL06287250

BL06289710

BL06292140

BL06294320

BL06296180

BL06279990

BL06282530

BL06284510

BL06287270

BL06289790

BL06292270

BL06294330

BL06296210

BL06280060

BL06282560

BL06284540

BL06287280

BL06289840

BL06292300

BL06294360

BL06296220

BL06280110

BL06282570

BL06284580

BL06287340

BL06289870

BL06292510

BL06294380

BL06296240

BL06280330

BL06282620

BL06284600

BL06287360

BL06289880

BL06292530

BL06294430

BL06296250

BL06280380

BL06282640

BL06284610

BL06287420

BL06289900

BL06292540

BL06294480

BL06296300

BL06280440

BL06282650

BL06284630

BL06287510

BL06289910

BL06292550

BL06294490

BL06296340

BL06280450

BL06282670

BL06284640

BL06287550

BL06289940

BL06292570

BL06294510

BL06296360

BL06280500

BL06282730

BL06284660

BL06287590

BL06290020

BL06292580

BL06294550

BL06296390

BL06280520

BL06282770

BL06284700

BL06287600

BL06290030

BL06292660

BL06294620

BL06296430

BL06280540

BL06282780

BL06284710

BL06287650

BL06290050

BL06292670

BL06294680

BL06296440

BL06280550

BL06282790

BL06284790

BL06287670

BL06290060

BL06292680

BL06294700

BL06296450

BL06280560

BL06282820

BL06284860

BL06287680

BL06290080

BL06292710

BL06294720

BL06296460

BL06280610

BL06282850

BL06284870

BL06287690

BL06290120

BL06292720

BL06294790

BL06296530

BL06280640

BL06282870

BL06284880

BL06287730

BL06290140

BL06292810

BL06294810

BL06296560

BL06280650

BL06282950

BL06284890

BL06287810

BL06290160

BL06292840

BL06294840

BL06296600

BL06280680

BL06282990

BL06284910

BL06287870

BL06290180

BL06292900

BL06294850

BL06296630

BL06280720

BL06283010

BL06284920

BL06287930

BL06290190

BL06292930

BL06294860

BL06296650

BL06280730

BL06283030

BL06284950

BL06287940

BL06290260

BL06292960

BL06294870

BL06296670

BL06280760

BL06283040

BL06284960

BL06287950

BL06290390

BL06293010

BL06294890

BL06296690

BL06280770

BL06283060

BL06285000

BL06288080

BL06290400

BL06293050

BL06294900

BL06296730

BL06280780

BL06283100

BL06285070

BL06288120

BL06290410

BL06293090

BL06294970

BL06296740

BL06280800

BL06283150

BL06285120

BL06288160

BL06290490

BL06293100

BL06294990

BL06296990

BL06280830

BL06283170

BL06285150

BL06288170

BL06290500

BL06293110

BL06295060

BL06297040

BL06280890

BL06283200

BL06285240

BL06288250

BL06290560

BL06293140

BL06295090

BL06297050

BL06281000

BL06283260

BL06285250

BL06288270

BL06290610

BL06293180

BL06295100

BL06297070

BL06281130

BL06283270

BL06285260

BL06288280

BL06290650

BL06293190

BL06295110

BL06297100

BL06281160

BL06283290

BL06285300

BL06288300

BL06290660

BL06293200

BL06295120

BL06297130

BL06281200

BL06283300

BL06285400

BL06288310

BL06290670

BL06293250

BL06295130

BL06297140

BL06281220

BL06283350

BL06285410

BL06288330

BL06290770

BL06293260

BL06295140

BL06297220

BL06281250

BL06283420

BL06285440

BL06288340

BL06290780

BL06293270

BL06295150

BL06297230

BL06281310

BL06283450

BL06285490

BL06288410

BL06290850

BL06293360

BL06295170

BL06297240

BL06281430

BL06283460

BL06285510

BL06288430

BL06290890

BL06293390

BL06295190

BL06297270

BL06281450

BL06283500

BL06285550

BL06288540

BL06290930

BL06293420

BL06295200

BL06297340

BL06281540

BL06283540

BL06285610

BL06288560

BL06290970

BL06293450

BL06295220

BL06297350

BL06281560

BL06283550

BL06285650

BL06288580

BL06290980

BL06293460

BL06295260

BL06297410

BL06281570

BL06283580

BL06285720

BL06288620

BL06291000

BL06293480

BL06295280

BL06297430

BL06281600

BL06283590

BL06285740

BL06288630

BL06291070

BL06293500

BL06295300

BL06297470

BL06281680

BL06283600

BL06285780

BL06288700

BL06291090

BL06293640

BL06295320

BL06297480

BL06281720

BL06283610

BL06285790

BL06288730

BL06291120

BL06293660

BL06295380

BL06297490

BL06281730

BL06283710

BL06285820

BL06288740

BL06291150

BL06293680

BL06295390

BL06297550

BL06281750

BL06283730

BL06285840

BL06288750

BL06291180

BL06293690

BL06295430

BL06297560

BL06281790

BL06283750

BL06285860

BL06288770

BL06291190

BL06293750

BL06295440

BL06297590

BL06281810

BL06283770

BL06285940

BL06288860

BL06291260

BL06293770

BL06295450

BL06297610

ALACNY Policy Listings — 2010-12 Block AXXX

BL06297620

BL06299460

BL06301490

BL06303440

BL06305910

BL06307550

BL06309860

BL06311700

BL06297640

BL06299470

BL06301500

BL06303490

BL06305930

BL06307570

BL06309870

BL06311730

BL06297650

BL06299520

BL06301510

BL06303610

BL06305940

BL06307690

BL06309940

BL06311750

BL06297670

BL06299570

BL06301550

BL06303620

BL06305960

BL06307730

BL06309950

BL06311840

BL06297700

BL06299600

BL06301570

BL06303660

BL06306010

BL06307770

BL06309990

BL06311850

BL06297710

BL06299610

BL06301610

BL06303710

BL06306030

BL06307840

BL06310000

BL06311860

BL06297730

BL06299650

BL06301630

BL06303730

BL06306070

BL06307980

BL06310010

BL06311870

BL06297740

BL06299720

BL06301710

BL06303850

BL06306110

BL06308040

BL06310020

BL06311930

BL06297760

BL06299760

BL06301720

BL06303870

BL06306140

BL06308050

BL06310040

BL06311950

BL06297790

BL06299800

BL06301730

BL06303880

BL06306170

BL06308060

BL06310120

BL06311960

BL06297830

BL06299820

BL06301750

BL06303990

BL06306190

BL06308070

BL06310130

BL06312060

BL06297970

BL06299830

BL06301780

BL06304000

BL06306200

BL06308090

BL06310140

BL06312090

BL06298000

BL06299900

BL06301870

BL06304090

BL06306210

BL06308170

BL06310150

BL06312100

BL06298090

BL06299920

BL06301990

BL06304110

BL06306220

BL06308180

BL06310160

BL06312130

BL06298180

BL06299990

BL06302020

BL06304140

BL06306270

BL06308250

BL06310220

BL06312190

BL06298190

BL06300020

BL06302040

BL06304180

BL06306280

BL06308320

BL06310270

BL06312200

BL06298220

BL06300060

BL06302140

BL06304260

BL06306310

BL06308360

BL06310290

BL06312280

BL06298230

BL06300070

BL06302150

BL06304310

BL06306320

BL06308380

BL06310310

BL06312300

BL06298240

BL06300110

BL06302160

BL06304350

BL06306340

BL06308390

BL06310340

BL06312310

BL06298250

BL06300130

BL06302180

BL06304380

BL06306350

BL06308400

BL06310360

BL06312330

BL06298260

BL06300230

BL06302190

BL06304390

BL06306410

BL06308410

BL06310420

BL06312370

BL06298290

BL06300310

BL06302220

BL06304410

BL06306490

BL06308470

BL06310440

BL06312400

BL06298310

BL06300340

BL06302230

BL06304430

BL06306510

BL06308530

BL06310470

BL06312440

BL06298330

BL06300350

BL06302250

BL06304490

BL06306550

BL06308670

BL06310510

BL06312450

BL06298350

BL06300370

BL06302270

BL06304500

BL06306560

BL06308790

BL06310530

BL06312470

BL06298370

BL06300380

BL06302310

BL06304510

BL06306570

BL06308830

BL06310540

BL06312520

BL06298410

BL06300450

BL06302340

BL06304530

BL06306610

BL06308860

BL06310570

BL06312540

BL06298430

BL06300460

BL06302350

BL06304560

BL06306640

BL06308870

BL06310580

BL06312560

BL06298480

BL06300560

BL06302360

BL06304570

BL06306720

BL06308900

BL06310630

BL06312600

BL06298490

BL06300590

BL06302380

BL06304580

BL06306730

BL06309040

BL06310660

BL06312630

BL06298500

BL06300600

BL06302410

BL06304590

BL06306740

BL06309060

BL06310690

BL06312680

BL06298510

BL06300620

BL06302430

BL06304610

BL06306820

BL06309070

BL06310700

BL06312690

BL06298550

BL06300630

BL06302470

BL06304650

BL06306840

BL06309080

BL06310710

BL06312700

BL06298570

BL06300640

BL06302490

BL06304680

BL06306850

BL06309090

BL06310720

BL06312720

BL06298640

BL06300660

BL06302500

BL06304730

BL06306880

BL06309100

BL06310730

BL06312740

BL06298650

BL06300700

BL06302510

BL06304740

BL06306930

BL06309240

BL06310750

BL06312760

BL06298680

BL06300720

BL06302550

BL06304750

BL06306960

BL06309300

BL06310890

BL06312810

BL06298690

BL06300730

BL06302600

BL06304780

BL06306970

BL06309310

BL06310960

BL06312840

BL06298730

BL06300760

BL06302620

BL06304850

BL06306980

BL06309320

BL06310970

BL06312850

BL06298740

BL06300770

BL06302650

BL06304880

BL06306990

BL06309340

BL06311010

BL06312860

BL06298820

BL06300810

BL06302660

BL06304890

BL06307040

BL06309390

BL06311030

BL06312890

BL06298860

BL06300860

BL06302680

BL06304910

BL06307050

BL06309400

BL06311060

BL06312910

BL06298880

BL06300880

BL06302720

BL06304970

BL06307070

BL06309440

BL06311080

BL06312990

BL06298910

BL06300890

BL06302730

BL06305030

BL06307090

BL06309480

BL06311180

BL06313100

BL06298940

BL06300900

BL06302810

BL06305060

BL06307120

BL06309490

BL06311190

BL06313130

BL06299000

BL06300940

BL06302840

BL06305130

BL06307150

BL06309500

BL06311210

BL06313150

BL06299030

BL06300990

BL06302860

BL06305140

BL06307160

BL06309510

BL06311220

BL06313200

BL06299040

BL06301000

BL06302900

BL06305170

BL06307190

BL06309560

BL06311230

BL06313210

BL06299090

BL06301030

BL06302910

BL06305180

BL06307200

BL06309570

BL06311240

BL06313220

BL06299100

BL06301050

BL06302930

BL06305220

BL06307210

BL06309580

BL06311260

BL06313250

BL06299110

BL06301060

BL06302950

BL06305230

BL06307260

BL06309610

BL06311280

BL06313260

BL06299120

BL06301080

BL06302980

BL06305380

BL06307270

BL06309640

BL06311320

BL06313280

BL06299150

BL06301100

BL06302990

BL06305430

BL06307330

BL06309650

BL06311340

BL06313290

BL06299160

BL06301160

BL06303000

BL06305530

BL06307340

BL06309660

BL06311350

BL06313320

BL06299170

BL06301220

BL06303010

BL06305580

BL06307350

BL06309670

BL06311410

BL06313460

BL06299220

BL06301240

BL06303020

BL06305620

BL06307380

BL06309690

BL06311460

BL06313470

BL06299230

BL06301300

BL06303080

BL06305640

BL06307430

BL06309720

BL06311520

BL06313490

BL06299300

BL06301350

BL06303130

BL06305740

BL06307440

BL06309730

BL06311540

BL06313510

BL06299330

BL06301370

BL06303150

BL06305830

BL06307470

BL06309750

BL06311570

BL06313590

BL06299340

BL06301380

BL06303170

BL06305870

BL06307500

BL06309770

BL06311580

BL06313600

BL06299410

BL06301420

BL06303210

BL06305880

BL06307520

BL06309840

BL06311620

BL06313630

BL06299440

BL06301440

BL06303430

BL06305890

BL06307540

BL06309850

BL06311630

BL06313660

ALACNY Policy Listings — 2010-12 Block AXXX

BL06313670

BL06315490

BL06317510

BL06319260

BL06320870

BL06322490

BL06323980

BL06326000

BL06313680

BL06315580

BL06317540

BL06319280

BL06320890

BL06322510

BL06324010

BL06326010

BL06313690

BL06315680

BL06317550

BL06319300

BL06320930

BL06322530

BL06324020

BL06326090

BL06313710

BL06315720

BL06317580

BL06319320

BL06320980

BL06322560

BL06324070

BL06326110

BL06313720

BL06315750

BL06317630

BL06319330

BL06320990

BL06322580

BL06324110

BL06326130

BL06313760

BL06315760

BL06317670

BL06319380

BL06321000

BL06322630

BL06324200

BL06326200

BL06313780

BL06315770

BL06317700

BL06319410

BL06321030

BL06322650

BL06324210

BL06326230

BL06313790

BL06315780

BL06317720

BL06319430

BL06321070

BL06322670

BL06324250

BL06326250

BL06313820

BL06315790

BL06317740

BL06319490

BL06321090

BL06322680

BL06324270

BL06326340

BL06313850

BL06315820

BL06317760

BL06319550

BL06321130

BL06322700

BL06324280

BL06326360

BL06313880

BL06315830

BL06317780

BL06319560

BL06321140

BL06322750

BL06324300

BL06326420

BL06313980

BL06315850

BL06317810

BL06319600

BL06321160

BL06322800

BL06324310

BL06326430

BL06313990

BL06315870

BL06317820

BL06319620

BL06321170

BL06322810

BL06324320

BL06326530

BL06314000

BL06316020

BL06317860

BL06319630

BL06321200

BL06322830

BL06324410

BL06326560

BL06314130

BL06316030

BL06317890

BL06319650

BL06321240

BL06322840

BL06324420

BL06326580

BL06314140

BL06316070

BL06317900

BL06319700

BL06321340

BL06322890

BL06324470

BL06326600

BL06314160

BL06316080

BL06317910

BL06319720

BL06321390

BL06322900

BL06324490

BL06326630

BL06314170

BL06316110

BL06317920

BL06319740

BL06321470

BL06322920

BL06324500

BL06326660

BL06314210

BL06316120

BL06317970

BL06319760

BL06321600

BL06322970

BL06324540

BL06326670

BL06314220

BL06316150

BL06318010

BL06319770

BL06321610

BL06322980

BL06324550

BL06326680

BL06314260

BL06316240

BL06318070

BL06319780

BL06321620

BL06322990

BL06324560

BL06326690

BL06314270

BL06316290

BL06318120

BL06319810

BL06321650

BL06323010

BL06324590

BL06326730

BL06314290

BL06316310

BL06318170

BL06319830

BL06321710

BL06323030

BL06324610

BL06326750

BL06314410

BL06316350

BL06318190

BL06319840

BL06321720

BL06323040

BL06324620

BL06326880

BL06314430

BL06316360

BL06318210

BL06319860

BL06321730

BL06323060

BL06324630

BL06326900

BL06314520

BL06316370

BL06318270

BL06319870

BL06321760

BL06323070

BL06324650

BL06326970

BL06314540

BL06316390

BL06318290

BL06319880

BL06321770

BL06323090

BL06324660

BL06327020

BL06314550

BL06316400

BL06318330

BL06319890

BL06321780

BL06323100

BL06324690

BL06327030

BL06314580

BL06316420

BL06318350

BL06319940

BL06321790

BL06323110

BL06324760

BL06327060

BL06314620

BL06316440

BL06318370

BL06319970

BL06321820

BL06323120

BL06324770

BL06327100

BL06314630

BL06316480

BL06318390

BL06319980

BL06321840

BL06323160

BL06324790

BL06327120

BL06314670

BL06316510

BL06318420

BL06320000

BL06321860

BL06323190

BL06324930

BL06327130

BL06314690

BL06316540

BL06318440

BL06320020

BL06321880

BL06323230

BL06325030

BL06327150

BL06314710

BL06316570

BL06318450

BL06320040

BL06321910

BL06323240

BL06325040

BL06327170

BL06314720

BL06316580

BL06318460

BL06320060

BL06321960

BL06323250

BL06325060

BL06327180

BL06314740

BL06316610

BL06318480

BL06320070

BL06322000

BL06323260

BL06325280

BL06327270

BL06314810

BL06316650

BL06318490

BL06320090

BL06322030

BL06323270

BL06325340

BL06327280

BL06314840

BL06316660

BL06318510

BL06320100

BL06322040

BL06323280

BL06325350

BL06327300

BL06314850

BL06316670

BL06318560

BL06320110

BL06322060

BL06323290

BL06325400

BL06327360

BL06314860

BL06316680

BL06318680

BL06320130

BL06322070

BL06323310

BL06325410

BL06327380

BL06314900

BL06316690

BL06318690

BL06320150

BL06322080

BL06323320

BL06325470

BL06327570

BL06314910

BL06316720

BL06318700

BL06320160

BL06322110

BL06323330

BL06325490

BL06327670

BL06314960

BL06316740

BL06318760

BL06320190

BL06322140

BL06323360

BL06325510

BL06327890

BL06314990

BL06316770

BL06318820

BL06320240

BL06322150

BL06323380

BL06325520

BL06327960

BL06315020

BL06316850

BL06318830

BL06320270

BL06322160

BL06323430

BL06325540

BL06328100

BL06315070

BL06316890

BL06318840

BL06320290

BL06322180

BL06323440

BL06325560

BL06328110

BL06315090

BL06316970

BL06318850

BL06320310

BL06322200

BL06323450

BL06325700

BL06328560

BL06315100

BL06317010

BL06318890

BL06320390

BL06322240

BL06323490

BL06325720

BL06328950

BL06315140

BL06317050

BL06318920

BL06320430

BL06322260

BL06323500

BL06325730

BL06184480

BL06315150

BL06317070

BL06318970

BL06320460

BL06322300

BL06323510

BL06325740

BL06186570

BL06315160

BL06317090

BL06318990

BL06320470

BL06322310

BL06323560

BL06325760

BL06191220

BL06315180

BL06317160

BL06319000

BL06320520

BL06322320

BL06323590

BL06325780

BL06194800

BL06315200

BL06317170

BL06319020

BL06320530

BL06322330

BL06323620

BL06325790

BL06196280

BL06315240

BL06317260

BL06319050

BL06320550

BL06322340

BL06323630

BL06325830

BL06196970

BL06315270

BL06317320

BL06319080

BL06320590

BL06322370

BL06323640

BL06325840

BL06197410

BL06315320

BL06317340

BL06319100

BL06320600

BL06322380

BL06323670

BL06325850

BL06198230

BL06315330

BL06317370

BL06319120

BL06320680

BL06322390

BL06323680

BL06325860

BL06198470

BL06315350

BL06317390

BL06319150

BL06320700

BL06322410

BL06323750

BL06325890

BL06198940

BL06315370

BL06317400

BL06319160

BL06320730

BL06322430

BL06323850

BL06325910

BL06199630

BL06315390

BL06317410

BL06319170

BL06320830

BL06322440

BL06323910

BL06325950

BL06199890

BL06315400

BL06317460

BL06319230

BL06320840

BL06322460

BL06323920

BL06325960

BL06199950

BL06315430

BL06317480

BL06319240

BL06320850

BL06322480

BL06323940

BL06325990

BL06200270

ALACNY Policy Listings — 2010-12 Block AXXX

BL06200680

BL06214930

BL06218810

BL06220900

BL06223620

BL06226590

BL06229020

BL06231440

BL06200780

BL06214960

BL06218830

BL06221040

BL06223650

BL06226610

BL06229050

BL06231450

BL06201270

BL06215050

BL06218840

BL06221080

BL06223680

BL06226640

BL06229060

BL06231570

BL06201590

BL06215190

BL06218850

BL06221110

BL06223710

BL06226660

BL06229080

BL06231580

BL06201960

BL06215240

BL06218860

BL06221130

BL06223810

BL06226690

BL06229090

BL06231610

BL06202570

BL06215260

BL06218880

BL06221220

BL06223850

BL06226720

BL06229110

BL06231640

BL06203360

BL06215280

BL06218890

BL06221230

BL06223860

BL06226730

BL06229120

BL06231910

BL06203390

BL06215290

BL06218940

BL06221240

BL06223940

BL06226790

BL06229150

BL06231940

BL06203550

BL06215360

BL06218950

BL06221270

BL06223990

BL06226840

BL06229180

BL06232000

BL06203690

BL06215420

BL06219130

BL06221300

BL06224000

BL06226870

BL06229190

BL06232010

BL06203900

BL06215430

BL06219180

BL06221350

BL06224030

BL06226920

BL06229270

BL06232030

BL06204050

BL06215580

BL06219230

BL06221380

BL06224120

BL06226930

BL06229370

BL06232140

BL06204520

BL06215590

BL06219240

BL06221390

BL06224140

BL06226950

BL06229420

BL06232200

BL06204690

BL06215600

BL06219260

BL06221410

BL06224220

BL06226990

BL06229430

BL06232220

BL06204720

BL06215660

BL06219340

BL06221490

BL06224230

BL06227050

BL06229480

BL06232240

BL06204860

BL06215820

BL06219370

BL06221510

BL06224480

BL06227160

BL06229520

BL06232370

BL06204900

BL06215830

BL06219460

BL06221520

BL06224560

BL06227170

BL06229810

BL06232380

BL06205060

BL06215860

BL06219470

BL06221600

BL06224590

BL06227190

BL06229840

BL06232390

BL06205140

BL06215900

BL06219490

BL06221640

BL06224640

BL06227210

BL06229860

BL06232420

BL06205160

BL06215910

BL06219510

BL06221660

BL06224670

BL06227220

BL06229920

BL06232440

BL06205280

BL06215950

BL06219560

BL06221700

BL06224680

BL06227230

BL06229930

BL06232500

BL06205670

BL06215960

BL06219600

BL06221760

BL06224760

BL06227250

BL06229950

BL06232530

BL06205700

BL06215970

BL06219620

BL06221810

BL06224840

BL06227290

BL06230000

BL06232560

BL06205740

BL06216020

BL06219680

BL06221840

BL06224890

BL06227400

BL06230030

BL06232570

BL06205820

BL06216050

BL06219820

BL06221890

BL06224910

BL06227420

BL06230040

BL06232580

BL06206010

BL06216060

BL06219840

BL06221910

BL06225010

BL06227430

BL06230070

BL06232590

BL06206270

BL06216150

BL06219860

BL06221920

BL06225170

BL06227440

BL06230090

BL06232640

BL06206390

BL06216180

BL06219870

BL06221930

BL06225180

BL06227480

BL06230190

BL06232690

BL06206420

BL06216330

BL06219890

BL06221990

BL06225220

BL06227530

BL06230200

BL06232780

BL06206430

BL06216400

BL06219920

BL06222000

BL06225250

BL06227580

BL06230210

BL06232790

BL06206800

BL06216620

BL06219930

BL06222040

BL06225270

BL06227610

BL06230220

BL06232810

BL06206820

BL06216630

BL06219950

BL06222110

BL06225320

BL06227630

BL06230250

BL06232920

BL06206840

BL06216750

BL06220020

BL06222200

BL06225330

BL06227680

BL06230270

BL06232930

BL06206960

BL06216820

BL06220040

BL06222340

BL06225340

BL06227770

BL06230300

BL06232980

BL06207080

BL06216890

BL06220070

BL06222360

BL06225360

BL06227840

BL06230380

BL06232990

BL06207180

BL06216990

BL06220100

BL06222420

BL06225370

BL06227990

BL06230460

BL06233020

BL06207200

BL06217020

BL06220110

BL06222560

BL06225380

BL06228000

BL06230500

BL06233030

BL06207360

BL06217030

BL06220180

BL06222640

BL06225440

BL06228020

BL06230680

BL06233070

BL06207370

BL06217070

BL06220200

BL06222690

BL06225550

BL06228030

BL06230730

BL06233190

BL06207490

BL06217140

BL06220210

BL06222700

BL06225570

BL06228150

BL06230740

BL06233210

BL06207500

BL06217240

BL06220230

BL06222730

BL06225580

BL06228160

BL06230780

BL06233250

BL06207730

BL06217270

BL06220310

BL06222760

BL06225610

BL06228170

BL06230790

BL06233260

BL06208150

BL06217320

BL06220350

BL06222780

BL06225660

BL06228240

BL06230800

BL06233370

BL06208230

BL06217390

BL06220380

BL06222870

BL06225670

BL06228290

BL06230810

BL06233380

BL06208650

BL06217450

BL06220430

BL06222940

BL06225710

BL06228330

BL06230860

BL06233420

BL06208690

BL06217510

BL06220480

BL06222960

BL06225730

BL06228340

BL06230920

BL06233450

BL06208700

BL06217600

BL06220500

BL06223010

BL06225950

BL06228370

BL06230960

BL06233500

BL06208860

BL06217610

BL06220510

BL06223070

BL06226020

BL06228400

BL06231090

BL06233590

BL06208940

BL06217640

BL06220520

BL06223080

BL06226170

BL06228480

BL06231140

BL06233640

BL06213540

BL06217660

BL06220560

BL06223140

BL06226190

BL06228490

BL06231150

BL06233670

BL06213580

BL06217740

BL06220570

BL06223150

BL06226200

BL06228520

BL06231160

BL06233680

BL06213600

BL06217830

BL06220610

BL06223160

BL06226240

BL06228530

BL06231180

BL06233710

BL06213650

BL06217990

BL06220640

BL06223230

BL06226250

BL06228610

BL06231240

BL06233730

BL06213850

BL06218030

BL06220650

BL06223240

BL06226320

BL06228650

BL06231290

BL06233740

BL06213910

BL06218170

BL06220660

BL06223250

BL06226330

BL06228690

BL06231300

BL06233770

BL06213920

BL06218190

BL06220690

BL06223260

BL06226340

BL06228710

BL06231310

BL06233780

BL06213950

BL06218250

BL06220730

BL06223290

BL06226410

BL06228720

BL06231320

BL06233810

BL06214050

BL06218280

BL06220740

BL06223310

BL06226420

BL06228740

BL06231330

BL06233870

BL06214490

BL06218300

BL06220760

BL06223360

BL06226430

BL06228750

BL06231340

BL06233920

BL06214580

BL06218380

BL06220770

BL06223400

BL06226530

BL06228820

BL06231350

BL06233930

BL06214690

BL06218410

BL06220780

BL06223410

BL06226540

BL06228950

BL06231370

BL06233950

BL06214770

BL06218710

BL06220800

BL06223440

BL06226570

BL06228960

BL06231420

BL06233990

ALACNY Policy Listings — 2010-12 Block AXXX

BL06234000

BL06236380

BL06238550

BL06240520

BL06242030

BL06244340

BL06251450

BL06241420

BL06234030

BL06236480

BL06238590

BL06240540

BL06242040

BL06244420

BL06251470

BL06242160

BL06234090

BL06236510

BL06238600

BL06240670

BL06242050

BL06244450

BL06251480

BL06242260

BL06234100

BL06236520

BL06238630

BL06240680

BL06242060

BL06244480

BL06252030

BL06242290

BL06234190

BL06236630

BL06238640

BL06240730

BL06242070

BL06244500

BL06254450

BL06242370

BL06234230

BL06236650

BL06238650

BL06240750

BL06242080

BL06244510

BL06254900

BL06242390

BL06234250

BL06236710

BL06238680

BL06240770

BL06242180

BL06244530

BL06255210

BL06242530

BL06234260

BL06236720

BL06238710

BL06240790

BL06242200

BL06244720

BL06327520

BL06242670

BL06234270

BL06236730

BL06238750

BL06240800

BL06242210

BL06244790

BL06228430

BL06242780

BL06234320

BL06236770

BL06238770

BL06240810

BL06242360

BL06244820

BL06231510

BL06243200

BL06234330

BL06236820

BL06238790

BL06240850

BL06242400

BL06244880

BL06231680

BL06243210

BL06234350

BL06236860

BL06238830

BL06240910

BL06242430

BL06244940

BL06231690

BL06243310

BL06234380

BL06236870

BL06238870

BL06240920

BL06242470

BL06244950

BL06231900

BL06243340

BL06234440

BL06236880

BL06238890

BL06240950

BL06242580

BL06245000

BL06232060

BL06243660

BL06234520

BL06236900

BL06238920

BL06240970

BL06242590

BL06245030

BL06232620

BL06243680

BL06234550

BL06236980

BL06238950

BL06241010

BL06242710

BL06245040

BL06232750

BL06243690

BL06234560

BL06236990

BL06239060

BL06241070

BL06242730

BL06245060

BL06232870

BL06244580

BL06234580

BL06237000

BL06239160

BL06241090

BL06242790

BL06245080

BL06233040

BL06244770

BL06234590

BL06237020

BL06239200

BL06241110

BL06242800

BL06245100

BL06233280

BL06244810

BL06234630

BL06237110

BL06239210

BL06241120

BL06242820

BL06245130

BL06233290

BL06245170

BL06234650

BL06237130

BL06239230

BL06241130

BL06242860

BL06245220

BL06234150

BL06245230

BL06234660

BL06237140

BL06239250

BL06241190

BL06242870

BL06245260

BL06234240

BL06245290

BL06234820

BL06237150

BL06239310

BL06241200

BL06242880

BL06245450

BL06234370

BL06245320

BL06234830

BL06237160

BL06239330

BL06241220

BL06242890

BL06245500

BL06234620

BL06245360

BL06234850

BL06237170

BL06239350

BL06241230

BL06242900

BL06245540

BL06234760

BL06245370

BL06234860

BL06237330

BL06239430

BL06241240

BL06242910

BL06245600

BL06234810

BL06245700

BL06234880

BL06237450

BL06239440

BL06241260

BL06242920

BL06245610

BL06235040

BL06245750

BL06234940

BL06237470

BL06239480

BL06241280

BL06242970

BL06245620

BL06235300

BL06245840

BL06234960

BL06237490

BL06239510

BL06241300

BL06242990

BL06245670

BL06235410

BL06245880

BL06235020

BL06237530

BL06239540

BL06241310

BL06243000

BL06245760

BL06235900

BL06245910

BL06235100

BL06237540

BL06239660

BL06241330

BL06243020

BL06245920

BL06236020

BL06246010

BL06235110

BL06237720

BL06239680

BL06241340

BL06243160

BL06245960

BL06236300

BL06246310

BL06235130

BL06237730

BL06239770

BL06241360

BL06243170

BL06245970

BL06236370

BL06246330

BL06235160

BL06237750

BL06239810

BL06241440

BL06243270

BL06246060

BL06236390

BL06246600

BL06235190

BL06237800

BL06239820

BL06241450

BL06243280

BL06246070

BL06236420

BL06246650

BL06235210

BL06237810

BL06239860

BL06241480

BL06243290

BL06246120

BL06236430

BL06246720

BL06235240

BL06237820

BL06239870

BL06241490

BL06243370

BL06246250

BL06236540

BL06246820

BL06235280

BL06237890

BL06239940

BL06241500

BL06243380

BL06246300

BL06236930

BL06246850

BL06235310

BL06237900

BL06239950

BL06241520

BL06243390

BL06246360

BL06236950

BL06246960

BL06235370

BL06237910

BL06239980

BL06241530

BL06243400

BL06246420

BL06237010

BL06247090

BL06235400

BL06237950

BL06239990

BL06241540

BL06243450

BL06246430

BL06237250

BL06247110

BL06235430

BL06237980

BL06240000

BL06241550

BL06243480

BL06246520

BL06237270

BL06247140

BL06235520

BL06237990

BL06240100

BL06241590

BL06243490

BL06246540

BL06237580

BL06247200

BL06235540

BL06238000

BL06240110

BL06241600

BL06243580

BL06246620

BL06238060

BL06247320

BL06235620

BL06238010

BL06240140

BL06241660

BL06243610

BL06246640

BL06238070

BL06247400

BL06235660

BL06238020

BL06240160

BL06241670

BL06243790

BL06246690

BL06238310

BL06247660

BL06235710

BL06238030

BL06240170

BL06241700

BL06243840

BL06246700

BL06238670

BL06247750

BL06235770

BL06238040

BL06240180

BL06241710

BL06243850

BL06246710

BL06238810

BL06247840

BL06235790

BL06238180

BL06240190

BL06241720

BL06243880

BL06246880

BL06238930

BL06248040

BL06235940

BL06238190

BL06240200

BL06241750

BL06243910

BL06246980

BL06239030

BL06248140

BL06235950

BL06238200

BL06240230

BL06241770

BL06243940

BL06247210

BL06239270

BL06248210

BL06235970

BL06238230

BL06240240

BL06241790

BL06244070

BL06247240

BL06239290

BL06248230

BL06236060

BL06238260

BL06240250

BL06241840

BL06244090

BL06247250

BL06239410

BL06248490

BL06236070

BL06238280

BL06240260

BL06241860

BL06244110

BL06247420

BL06239780

BL06248530

BL06236090

BL06238320

BL06240270

BL06241890

BL06244120

BL06247430

BL06240090

BL06248540

BL06236100

BL06238390

BL06240280

BL06241900

BL06244150

BL06247510

BL06240370

BL06248570

BL06236170

BL06238410

BL06240300

BL06241910

BL06244200

BL06247570

BL06240590

BL06248640

BL06236180

BL06238420

BL06240310

BL06241920

BL06244220

BL06247670

BL06240640

BL06248740

BL06236200

BL06238430

BL06240350

BL06241930

BL06244250

BL06248160

BL06240720

BL06248810

BL06236280

BL06238460

BL06240440

BL06241960

BL06244260

BL06248480

BL06240820

BL06248840

BL06236290

BL06238510

BL06240450

BL06242000

BL06244280

BL06249480

BL06241150

BL06248860

BL06236310

BL06238540

BL06240490

BL06242010

BL06244300

BL06251440

BL06241290

BL06248990

ALACNY Policy Listings — 2010-12 Block AXXX

BL06249070

BL06252180

BL06254380

BL06258150

BL06261970

BL06269280

BL06273990

BL06279680

BL06249120

BL06252210

BL06254410

BL06258160

BL06262080

BL06269350

BL06274060

BL06279690

BL06249190

BL06252300

BL06254420

BL06258200

BL06262150

BL06269460

BL06274070

BL06279750

BL06249220

BL06252330

BL06254580

BL06258220

BL06262190

BL06269560

BL06274080

BL06279760

BL06249270

BL06252380

BL06254600

BL06258230

BL06262200

BL06269580

BL06274300

BL06280150

BL06249340

BL06252400

BL06254720

BL06258240

BL06262240

BL06269660

BL06274500

BL06280180

BL06249470

BL06252430

BL06254740

BL06258260

BL06262250

BL06269800

BL06274520

BL06280280

BL06249540

BL06252440

BL06254750

BL06258270

BL06262280

BL06269820

BL06274530

BL06280290

BL06249570

BL06252530

BL06254780

BL06258340

BL06262310

BL06269890

BL06274540

BL06280300

BL06249610

BL06252550

BL06254800

BL06258350

BL06262590

BL06269990

BL06274560

BL06280390

BL06249790

BL06252560

BL06254960

BL06258370

BL06262720

BL06270130

BL06274590

BL06280470

BL06249890

BL06252570

BL06254970

BL06258410

BL06262750

BL06270210

BL06274680

BL06280660

BL06249900

BL06252650

BL06254990

BL06258520

BL06262760

BL06270230

BL06274810

BL06280790

BL06249980

BL06252670

BL06255000

BL06258570

BL06262840

BL06270280

BL06274820

BL06280990

BL06249990

BL06252720

BL06255070

BL06258580

BL06262870

BL06270390

BL06275090

BL06281300

BL06250020

BL06252730

BL06255120

BL06258600

BL06262920

BL06270420

BL06275160

BL06281360

BL06250030

BL06252770

BL06255390

BL06258610

BL06263300

BL06270530

BL06275210

BL06281420

BL06250220

BL06252820

BL06255480

BL06258650

BL06263380

BL06270680

BL06275360

BL06281900

BL06250320

BL06252850

BL06255500

BL06258680

BL06263560

BL06270710

BL06275380

BL06281960

BL06250350

BL06252870

BL06255530

BL06258690

BL06263570

BL06270740

BL06275500

BL06282020

BL06250410

BL06252910

BL06255650

BL06258750

BL06263610

BL06270790

BL06275540

BL06282040

BL06250430

BL06252940

BL06255660

BL06258830

BL06263660

BL06271030

BL06275620

BL06282150

BL06250520

BL06252960

BL06255690

BL06258930

BL06263900

BL06271060

BL06275630

BL06282370

BL06250550

BL06252970

BL06255730

BL06258960

BL06264030

BL06271110

BL06275670

BL06282720

BL06250670

BL06252990

BL06255760

BL06259000

BL06264180

BL06271200

BL06275770

BL06282880

BL06250700

BL06253130

BL06255790

BL06259050

BL06264190

BL06271320

BL06275800

BL06282890

BL06250720

BL06253160

BL06255810

BL06259070

BL06264240

BL06271360

BL06275910

BL06282910

BL06250770

BL06253170

BL06255820

BL06259110

BL06264270

BL06271370

BL06276200

BL06282960

BL06250800

BL06253190

BL06255830

BL06259170

BL06264380

BL06271480

BL06276470

BL06283000

BL06250810

BL06253200

BL06255960

BL06259180

BL06264490

BL06271600

BL06276480

BL06283090

BL06250870

BL06253230

BL06256010

BL06259250

BL06264550

BL06271830

BL06276490

BL06283140

BL06250880

BL06253240

BL06256030

BL06259270

BL06265410

BL06272010

BL06276500

BL06283220

BL06250910

BL06253440

BL06256060

BL06259290

BL06265650

BL06272020

BL06276680

BL06283320

BL06250920

BL06253490

BL06256110

BL06259440

BL06266280

BL06272060

BL06276730

BL06283490

BL06250940

BL06253510

BL06256190

BL06259770

BL06266290

BL06272090

BL06276750

BL06283630

BL06250980

BL06253590

BL06256260

BL06260030

BL06266480

BL06272160

BL06276780

BL06283660

BL06251030

BL06253600

BL06256270

BL06260130

BL06266630

BL06272170

BL06276830

BL06283720

BL06251040

BL06253630

BL06256280

BL06260290

BL06266840

BL06272190

BL06276840

BL06283760

BL06251050

BL06253660

BL06256430

BL06260320

BL06266990

BL06272390

BL06276850

BL06283970

BL06251100

BL06253690

BL06256530

BL06260330

BL06267280

BL06272400

BL06277140

BL06283980

BL06251130

BL06253720

BL06256640

BL06260440

BL06267320

BL06272750

BL06277360

BL06284070

BL06251170

BL06253730

BL06256650

BL06260500

BL06267440

BL06272760

BL06277530

BL06284180

BL06251210

BL06253740

BL06256780

BL06260540

BL06267500

BL06272770

BL06277550

BL06284270

BL06251250

BL06253750

BL06256790

BL06260560

BL06267900

BL06272780

BL06277580

BL06284490

BL06251260

BL06253760

BL06256820

BL06260630

BL06267920

BL06272820

BL06277660

BL06284550

BL06251290

BL06253770

BL06256830

BL06260640

BL06267950

BL06272870

BL06277670

BL06284560

BL06251310

BL06253880

BL06256860

BL06260660

BL06267980

BL06272900

BL06277730

BL06284810

BL06251410

BL06253940

BL06256880

BL06260750

BL06268220

BL06272910

BL06277900

BL06284900

BL06251430

BL06253960

BL06256920

BL06260810

BL06268230

BL06273070

BL06278030

BL06284930

BL06251540

BL06254030

BL06256950

BL06260820

BL06268250

BL06273180

BL06278190

BL06285040

BL06251720

BL06254100

BL06257060

BL06260840

BL06268290

BL06273480

BL06278200

BL06285050

BL06251740

BL06254110

BL06257120

BL06260850

BL06268310

BL06273600

BL06278350

BL06285270

BL06251770

BL06254120

BL06257160

BL06260960

BL06268630

BL06273630

BL06278440

BL06285290

BL06251800

BL06254130

BL06257270

BL06261040

BL06268650

BL06273660

BL06278540

BL06285480

BL06251910

BL06254150

BL06257490

BL06261050

BL06268660

BL06273670

BL06278900

BL06285640

BL06251950

BL06254160

BL06257500

BL06261120

BL06268810

BL06273680

BL06279130

BL06285680

BL06251980

BL06254200

BL06257590

BL06261130

BL06268870

BL06273690

BL06279290

BL06285700

BL06252060

BL06254240

BL06257610

BL06261140

BL06268930

BL06273700

BL06279410

BL06285910

BL06252100

BL06254290

BL06257700

BL06261150

BL06268940

BL06273720

BL06279490

BL06285920

BL06252110

BL06254340

BL06257850

BL06261200

BL06269000

BL06273730

BL06279570

BL06286030

BL06252130

BL06254350

BL06258060

BL06261230

BL06269040

BL06273800

BL06279620

BL06286040

BL06252140

BL06254370

BL06258100

BL06261470

BL06269130

BL06273840

BL06279640

BL06286260

ALACNY Policy Listings — 2010-12 Block AXXX

BL06286630

BL06292700

BL06222290

BL06230670

BL06286770

BL06292860

BL06223100

BL06230770

BL06286930

BL06293040

BL06223110

BL06230820

BL06286980

BL06293790

BL06223170

BL06230830

BL06287210

BL06293900

BL06223190

BL06231100

BL06287300

BL06295070

BL06223200

BL06231360

BL06287320

BL06237050

BL06223220

BL06231490

BL06287380

BL06244440

BL06223520

BL06231500

BL06287410

BL06263410

BL06223800

BL06231520

BL06287580

BL06263480

BL06224320

BL06231540

BL06287890

BL06287150

BL06224340

BL06231780

BL06288050

BL06239360

BL06224520

BL06232480

BL06288440

BL06263270

BL06224540

BL06232840

BL06288570

BL06264360

BL06224620

BL06233390

BL06288610

BL06291590

BL06224720

BL06234050

BL06288670

BL06184470

BL06224730

BL06234500

BL06289150

BL06198250

BL06224740

BL06234740

BL06289200

BL06202430

BL06224770

BL06235220

BL06289220

BL06202450

BL06224820

BL06235780

BL06289230

BL06205830

BL06224950

BL06236940

BL06289300

BL06207380

BL06225060

BL06238380

BL06289390

BL06208460

BL06225090

BL06239460

BL06289400

BL06214100

BL06225200

BL06239490

BL06289470

BL06214730

BL06225210

BL06239610

BL06289520

BL06215630

BL06225290

BL06239700

BL06289610

BL06215690

BL06225750

BL06240020

BL06289630

BL06216010

BL06225830

BL06243620

BL06289640

BL06217060

BL06225910

BL06244620

BL06289680

BL06217230

BL06225960

BL06245650

BL06289890

BL06217780

BL06226120

BL06246030

BL06289920

BL06217850

BL06226130

BL06247230

BL06290090

BL06217870

BL06226220

BL06247810

BL06290220

BL06218160

BL06226390

BL06247850

BL06290330

BL06218220

BL06226490

BL06249700

BL06290370

BL06218290

BL06226520

BL06250040

BL06290510

BL06218320

BL06226940

BL06223640

BL06290620

BL06218350

BL06226970

BL06184790

BL06290630

BL06218470

BL06227280

BL06205720

BL06290740

BL06218500

BL06227320

BL06214340

BL06290750

BL06218590

BL06227560

BL06215340

BL06290760

BL06218900

BL06227650

BL06216390

BL06290800

BL06218960

BL06227720

BL06216670

BL06290840

BL06219050

BL06227740

BL06216770

BL06290900

BL06219190

BL06227790

BL06218370

BL06291050

BL06219250

BL06227900

BL06220490

BL06291100

BL06219310

BL06227970

BL06220880

BL06291200

BL06219360

BL06228040

BL06221250

BL06291270

BL06219940

BL06228050

BL06222470

BL06291400

BL06220410

BL06228060

BL06223760

BL06291470

BL06220440

BL06228410

BL06224870

BL06291610

BL06220870

BL06228700

BL06227410

BL06291660

BL06220980

BL06228840

BL06229980

BL06291680

BL06221160

BL06228880

BL06231110

BL06291710

BL06221420

BL06228910

BL06247680

BL06291850

BL06221440

BL06229000

BL06247870

BL06292160

BL06221450

BL06229500

BL06292170

BL06221630

BL06229600

BL06292260

BL06221980

BL06229690

BL06292370

BL06222010

BL06229880

BL06292620

BL06222020

BL06230240

BL06292630

BL06222220

BL06230340

BL06292650

BL06222260

BL06230570

ALACNY Policy Listings — 2010-12 Block XXX

BL06183350

BL06221710

BL06231990

BL06243250

BL06251370

BL06258050

BL06266020

BL06274030

BL06184330

BL06221770

BL06232070

BL06243540

BL06251510

BL06258070

BL06266030

BL06274210

BL06189920

BL06221780

BL06232180

BL06243550

BL06251560

BL06258130

BL06266220

BL06274330

BL06196670

BL06221790

BL06232300

BL06243560

BL06251570

BL06258140

BL06266230

BL06274960

BL06197080

BL06221800

BL06232460

BL06243600

BL06251580

BL06258320

BL06266640

BL06274970

BL06198760

BL06221960

BL06232520

BL06243800

BL06251610

BL06258440

BL06266660

BL06274990

BL06199930

BL06222100

BL06232670

BL06243970

BL06251630

BL06258460

BL06266690

BL06275220

BL06201790

BL06222120

BL06232680

BL06244310

BL06251660

BL06258490

BL06266780

BL06275760

BL06205750

BL06222130

BL06233050

BL06244320

BL06251830

BL06258780

BL06266890

BL06275780

BL06206110

BL06222150

BL06233430

BL06244350

BL06251850

BL06258870

BL06266950

BL06275790

BL06206410

BL06222170

BL06233720

BL06244430

BL06252040

BL06258890

BL06267100

BL06275820

BL06206600

BL06222300

BL06233850

BL06244460

BL06252070

BL06258900

BL06267230

BL06276010

BL06206880

BL06222820

BL06233890

BL06244550

BL06252190

BL06258990

BL06267240

BL06276150

BL06206900

BL06223040

BL06234020

BL06244690

BL06252310

BL06259310

BL06267380

BL06276160

BL06207220

BL06223390

BL06234110

BL06244700

BL06252840

BL06259330

BL06267620

BL06276250

BL06207630

BL06223450

BL06234430

BL06244930

BL06253250

BL06259680

BL06267970

BL06276290

BL06207660

BL06223570

BL06234480

BL06244970

BL06253550

BL06259750

BL06268090

BL06276430

BL06207670

BL06223920

BL06234570

BL06245140

BL06254070

BL06259850

BL06268280

BL06276440

BL06207900

BL06224080

BL06234990

BL06245240

BL06254210

BL06259880

BL06268340

BL06276450

BL06207910

BL06224170

BL06235330

BL06245250

BL06254220

BL06259930

BL06268350

BL06276650

BL06207990

BL06224490

BL06235490

BL06245310

BL06254280

BL06259940

BL06268830

BL06276660

BL06208170

BL06224500

BL06235740

BL06245560

BL06254320

BL06260350

BL06268860

BL06276990

BL06208770

BL06224530

BL06236220

BL06245850

BL06254660

BL06260490

BL06268880

BL06277120

BL06214810

BL06224550

BL06236410

BL06245890

BL06254670

BL06261590

BL06268900

BL06277540

BL06214860

BL06224690

BL06236530

BL06246040

BL06254770

BL06261600

BL06268970

BL06277560

BL06214870

BL06225140

BL06236570

BL06246190

BL06254790

BL06261640

BL06269160

BL06277600

BL06215320

BL06225160

BL06236600

BL06246200

BL06254810

BL06261650

BL06269300

BL06277690

BL06215400

BL06225520

BL06236680

BL06246440

BL06255010

BL06261730

BL06269360

BL06277850

BL06216560

BL06225700

BL06236890

BL06246450

BL06255020

BL06261850

BL06269530

BL06278060

BL06216690

BL06225800

BL06237060

BL06246750

BL06255380

BL06261920

BL06269710

BL06278150

BL06217490

BL06226090

BL06237070

BL06246860

BL06255440

BL06262020

BL06269760

BL06278210

BL06217770

BL06226310

BL06237080

BL06247170

BL06255450

BL06262300

BL06269910

BL06278250

BL06217840

BL06226370

BL06237210

BL06247520

BL06255460

BL06262410

BL06270020

BL06278290

BL06218010

BL06227330

BL06237340

BL06247780

BL06255470

BL06262420

BL06270030

BL06278370

BL06218020

BL06227490

BL06237410

BL06248250

BL06255640

BL06262690

BL06270150

BL06278380

BL06218440

BL06227540

BL06237420

BL06248410

BL06255850

BL06262910

BL06270170

BL06278410

BL06218640

BL06227660

BL06237440

BL06248460

BL06255930

BL06263000

BL06270270

BL06278430

BL06219210

BL06227710

BL06237790

BL06248690

BL06255980

BL06263420

BL06270380

BL06278590

BL06219220

BL06227870

BL06238100

BL06248900

BL06256140

BL06263460

BL06270610

BL06279090

BL06219320

BL06227920

BL06238110

BL06248960

BL06256160

BL06263580

BL06270890

BL06279100

BL06219640

BL06228080

BL06238360

BL06249100

BL06256170

BL06263820

BL06270900

BL06279240

BL06219660

BL06228090

BL06238480

BL06249400

BL06256180

BL06263880

BL06271270

BL06279250

BL06219690

BL06228250

BL06238720

BL06249410

BL06256310

BL06263910

BL06271860

BL06279450

BL06220090

BL06228260

BL06238780

BL06249600

BL06256380

BL06264140

BL06272140

BL06279500

BL06220120

BL06228420

BL06238800

BL06249630

BL06256600

BL06264150

BL06272150

BL06279580

BL06220130

BL06228440

BL06238940

BL06249710

BL06256610

BL06264250

BL06272230

BL06279910

BL06220140

BL06228510

BL06239050

BL06249720

BL06256630

BL06264500

BL06272240

BL06279940

BL06220220

BL06228730

BL06239130

BL06249730

BL06257440

BL06264650

BL06272260

BL06280160

BL06220250

BL06228900

BL06239370

BL06249850

BL06257480

BL06264680

BL06272290

BL06280190

BL06220270

BL06228980

BL06239450

BL06250010

BL06257510

BL06264990

BL06272420

BL06280200

BL06220280

BL06229070

BL06239550

BL06250110

BL06257520

BL06265020

BL06272720

BL06280220

BL06220400

BL06229170

BL06239690

BL06250180

BL06257530

BL06265190

BL06273120

BL06280240

BL06220450

BL06229460

BL06239750

BL06250190

BL06257540

BL06265200

BL06273150

BL06280870

BL06220820

BL06229670

BL06239760

BL06250200

BL06257550

BL06265250

BL06273210

BL06280880

BL06220830

BL06229680

BL06240060

BL06250240

BL06257580

BL06265280

BL06273330

BL06281060

BL06220860

BL06230150

BL06241080

BL06250250

BL06257600

BL06265390

BL06273350

BL06281080

BL06221000

BL06230160

BL06241410

BL06250450

BL06257660

BL06265530

BL06273360

BL06281090

BL06221060

BL06230620

BL06241610

BL06250460

BL06257670

BL06265560

BL06273540

BL06281320

BL06221280

BL06230640

BL06242560

BL06250530

BL06257730

BL06265570

BL06273780

BL06281440

BL06221560

BL06231280

BL06242750

BL06250540

BL06257960

BL06265770

BL06273890

BL06281590

BL06221580

BL06231760

BL06242950

BL06250740

BL06257970

BL06265780

BL06273930

BL06281760

BL06221610

BL06231890

BL06242960

BL06250930

BL06257990

BL06266000

BL06273970

BL06281800

ALACNY Policy Listings — 2010-12 Block XXX

BL06282110

BL06291540

BL06300850

BL06311000

BL06321020

BL06282160

BL06291630

BL06300910

BL06311420

BL06321190

BL06282190

BL06291880

BL06300920

BL06311640

BL06321210

BL06282290

BL06292080

BL06301250

BL06311880

BL06321490

BL06282330

BL06292250

BL06301540

BL06311990

BL06322170

BL06282430

BL06292390

BL06301620

BL06312410

BL06322660

BL06282610

BL06292400

BL06301800

BL06312510

BL06322690

BL06282630

BL06292950

BL06301810

BL06312620

BL06323210

BL06282690

BL06293000

BL06302210

BL06312750

BL06323220

BL06282700

BL06293030

BL06302240

BL06312780

BL06324150

BL06283400

BL06293120

BL06302570

BL06312790

BL06324580

BL06283440

BL06293300

BL06302770

BL06312900

BL06324750

BL06283640

BL06293320

BL06302790

BL06313010

BL06326850

BL06283690

BL06293380

BL06303060

BL06313020

BL06327440

BL06283830

BL06293760

BL06303110

BL06313050

BL06327470

BL06283880

BL06293870

BL06303250

BL06313120

BL06327620

BL06283890

BL06294030

BL06303380

BL06313950

BL06328450

BL06284500

BL06294100

BL06303400

BL06314070

BL06328460

BL06285220

BL06294110

BL06303630

BL06314090

BL06328470

BL06285350

BL06294170

BL06303650

BL06314100

BL06328730

BL06285370

BL06294300

BL06303670

BL06314110

BL06329080

BL06285390

BL06294310

BL06303820

BL06314300

BL06329510

BL06285710

BL06294830

BL06303860

BL06314400

BL06331090

BL06285830

BL06295400

BL06304060

BL06314500

BL06285980

BL06295900

BL06304170

BL06314510

BL06286100

BL06296120

BL06304400

BL06314650

BL06286130

BL06296470

BL06304550

BL06314870

BL06286170

BL06296770

BL06304790

BL06314880

BL06286380

BL06296870

BL06304820

BL06314980

BL06286400

BL06296880

BL06304990

BL06315000

BL06286870

BL06296940

BL06305090

BL06315040

BL06287020

BL06297060

BL06305210

BL06315050

BL06287290

BL06297210

BL06305300

BL06315060

BL06287350

BL06297250

BL06305420

BL06315290

BL06287500

BL06297260

BL06305510

BL06315590

BL06287560

BL06297280

BL06305570

BL06315620

BL06287700

BL06297400

BL06305810

BL06315810

BL06287800

BL06297780

BL06306180

BL06315840

BL06287850

BL06298020

BL06306480

BL06316010

BL06288090

BL06298030

BL06306760

BL06316340

BL06288100

BL06298040

BL06306890

BL06316530

BL06288110

BL06298070

BL06307060

BL06316840

BL06288130

BL06298080

BL06307080

BL06316860

BL06288200

BL06299130

BL06307410

BL06316910

BL06288350

BL06299140

BL06307600

BL06317210

BL06289080

BL06299190

BL06307680

BL06317500

BL06289090

BL06299240

BL06307870

BL06317690

BL06289280

BL06299250

BL06307880

BL06317710

BL06289340

BL06299270

BL06308010

BL06318300

BL06289670

BL06299290

BL06308080

BL06318310

BL06289690

BL06299580

BL06308200

BL06318400

BL06289950

BL06299630

BL06308310

BL06318470

BL06289960

BL06300080

BL06308590

BL06318500

BL06289990

BL06300100

BL06308620

BL06318750

BL06290040

BL06300290

BL06308920

BL06318800

BL06290100

BL06300400

BL06309810

BL06319370

BL06290290

BL06300540

BL06310060

BL06319460

BL06290430

BL06300550

BL06310250

BL06319790

BL06290450

BL06300740

BL06310560

BL06319920

BL06290690

BL06300750

BL06310600

BL06320320

BL06291030

BL06300790

BL06310610

BL06320540

BL06291520

BL06300800

BL06310870

BL06320960

Section 14.14

Section 14.15

Counterparts

Section 14.16

No Prejudice

Section 14.17

Governing Law; Jurisdiction; Enforcement

Section 14.18

Further Assurances