Common use of Net Settlement Clause in Contracts

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company no later than the time it is required to deliver the Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: : (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Quota Share of Recoveries actually received by the Ceding Company during such Quarterly Accounting Period; minus (ii) the Reinsured Liabilities payable by the Reinsurer during such Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments out of the Separate Accounts to or on behalf of the Ceding Company or otherwise makes any direct payment on behalf of the Ceding Company in each case in respect of Reinsured Liabilities or the Existing Reinsurance Premiums Premium in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the calculation of the Net Settlement. In addition, to Settlement and shall no longer be due the Ceding Company. (d) To the extent the Reinsurer receives any Recoveries in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net SettlementSettlement and shall no longer be due from the Ceding Company. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement an Accounting Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net SettlementSettlement and shall no longer be due from the Ceding Company.

Net Settlement. (a) During the term of this Agreement, a settlement amount between due from one Party to another Party under the Ceding Company and the Reinsurer terms of this Agreement as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B A hereto shall be delivered by the Reinsurer to the Ceding Company not later than within thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Settlement Statement reflects a Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount due to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negativeReinsurer, then the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of following its receipt of the Settlement Statement 46445052.5 1007063901v8 for such Quarterly Accounting Period. If the Settlement Statement reflects a Net Settlement due to the Ceding Company, then the Reinsurer shall pay such amount to the Ceding Company at the time it delivers the Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments out of the Separate Accounts or otherwise makes any direct payments to or on behalf of the Ceding Company in respect of the Reinsured Liabilities Risks or other amounts payable to the Reinsurance Premiums Ceding Company in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processor Modco Reserve Adjustment processes, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from taken into account for purposes of determining the Net SettlementSettlement and amounts due with respect to the Modco Reserve Adjustment. In addition, to the extent the Reinsurer receives any Recoveries Additional Consideration or other amounts payable to the Reinsurer in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processor Modco Reserve Adjustment processes, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries amounts received shall be excluded from taken into account for purposes of determining the Net Settlement. To Settlement and amounts due with respect to the extent that Modco Reserve Adjustment. (c) The Reinsurer shall compute a statutory reserve adjustment in respect of the Separate Account Statutory Reserves with respect to each Accounting Period (the “Modco Reserve Adjustment”) which shall be calculated by the Reinsurer taking into account Section 4.10(b) and shall deliver to the Ceding Company receives a statement setting forth details of such calculation (the “Modco Reserve Adjustment Statement”) within thirty (30) days after the end of each Accounting Period. The Modco Reserve Adjustment Statement shall set forth the payments due to or from the Reinsurer resulting from any Recoveries change in respect the Separate Account Statutory Reserves and the balance of the Modco Account that occurred during the applicable Accounting Period, and the Modco Reserve Adjustment shall be calculated in accordance with Exhibit A. If a Quarterly Settlement Period and remits Modco Reserve Adjustment Statement reflects a Modco Reserve Adjustment due to the Reinsurer, then the Ceding Company shall pay such Recoveries amount to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.within five

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Weekly Accounting Period (the “Weekly Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Weekly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1 shall be delivered by the Reinsurer Ceding Company to the Ceding Company not later than thirty Reinsurer within four (304) calendar days after Business Days following the end of each Quarterly such Weekly Accounting Period. If the amount of the Weekly Net Settlement for a Quarterly such Weekly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within six (6) Business Days following the end of such Weekly Accounting Period. If the amount of the Weekly Net Settlement for such Weekly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at within six (6) Business Days following the time it delivers the end of such Weekly Accounting Period. (b) The Weekly Net Settlement Statement for such Quarterly with respect to each Weekly Accounting Period shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Weekly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities (other than with respect to surrender payments, death benefits, and other Reinsured Liabilities that will be settled on a monthly or quarterly basis in accordance with Exhibit 1) paid by the Ceding Company during such Weekly Accounting Period; plus (iii) the Quota Share of the Reinsured Liabilities (other than with respect to surrender payments, death benefits, and other Reinsured Liabilities that will be settled on a monthly or quarterly basis in accordance with Exhibit 1) paid by the Ceding Company with assets in the Designated Administrative Account during such Weekly Accounting Period. (c) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period (the “Monthly Net Settlement” and together with the Weekly Net Settlement, a “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer (i) in preliminary form, no later than five (5) Business Days following the end of such Monthly Accounting Period, and (ii) in final form, no later than ten (10) Business Days following the end of such Monthly Accounting Period, provided, that the Ceding Company shall strive to deliver the Monthly Settlement Statement in final form on the eighth (8th) Business Day following the end of such Monthly Accounting Period. If the amount of the Monthly Net Settlement for a Quarterly such Monthly Accounting Period is negativepositive, the Ceding Company shall pay such amount in cash to the Reinsurer within five (5) Business Days of its receipt delivery of the final Monthly Settlement Statement for such Quarterly period to the Reinsurer. If the amount of the Monthly Net Settlement for such Monthly Accounting PeriodPeriod is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within five (5) Business Days of its receipt of the final Monthly Settlement Statement for such period. (bd) The Monthly Net Settlement with respect to any Quarterly each Monthly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, ; plus (iiiii) the Reinsurance Premium actually Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Quarterly Monthly Accounting Period; minus (iv) the Expense Allowances for such Monthly Accounting Period, minus (iiiv) the Recoveries actually received by the Ceding Company aggregate Weekly Net Settlements paid during such Quarterly Monthly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last calendar day of each Quarterly Monthly Accounting Period (the a “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company during the term of the Transition Services Agreement and thereafter by the Reinsurer, as administrator under the Administrative Services Agreement, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after [***]following the end of each Quarterly such Monthly Accounting Period. If the amount of the Net Settlement for a Quarterly such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within [***] of the Ceding Company’s delivery (if the Ceding Company provides such statement) or receipt (if the Reinsurer provides such statement), as applicable, of the Settlement Statement for such period. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount within [***] of the Net Settlement for a Quarterly Accounting Period is negative, Reinsurer’s delivery (if the Reinsurer provides such statement) or receipt (if the Ceding Company shall pay provides such amount to the Reinsurer within five (5) Business Days of its receipt statement), as applicable, of the Settlement Statement for such Quarterly Accounting Periodperiod. (b) The Net Settlement with respect to any Quarterly each Monthly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i1) the Reinsured Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (2) the Quota Share of the General Account Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, ; plus (ii3) the Reinsurance Premium actually paid amount withdrawn by the Ceding Company from the Designated Administrative Account during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Monthly Accounting Period. (c) For The Settlement Statement shall also set forth for each Monthly Accounting Period the avoidance following: (1) The Separate Account Liabilities as of doubt, the end of the Monthly Accounting Period prior to the extent that Monthly Accounting Period to which the Settlement Statement relates; (2) the Separate Account Liabilities as of the end of the Monthly Accounting Period to which the Settlement Statement relates; (3) All transfers into the Separate Accounts in respect of the Reinsured Contracts during such Monthly Accounting Period; (4) All transfers out of the Separate Accounts in respect of the Reinsured Contracts during such Monthly Accounting Period; and (5) All investment income (loss) in respect of assets in the Separate Accounts related to the Reinsured Contracts for such Monthly Accounting Period. (d) [***], the Reinsurer makes any direct payments to or shall collect all Additional Consideration and pay all Reinsured Liabilities on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net SettlementCompany. To the extent that the Ceding Company receives (rather than the Reinsurer) directly recovers any Recoveries Additional Consideration from any third party attributable to the Reinsured Contracts, the Ceding Company shall hold such amounts in respect trust for the benefit of a Quarterly the Reinsurer and shall transfer and deliver such amounts to the Reinsurer, together with any endorsements to effect the transfer and any pertinent information that the Ceding Company may have relating thereto, in connection with the Net Settlements. Direct receipt by the Reinsurer or any of its Affiliates of any Additional Consideration shall be reflected in the Settlement Period Statements and remits such Recoveries shall satisfy the Ceding Company’s obligations to transfer any Additional Consideration to the Reinsurer under hereunder. Similarly, direct payment by the terms Reinsurer of any Reinsured Liabilities shall be reflected in the Settlement Statements and shall satisfy the Reinsurer’s obligations to reimburse the Ceding Company for such Reinsured Liabilities. (e) In the event that the Parties disagree with the calculation of the Administrative Services Agreement prior Net Settlement or any other information set forth in any Settlement Statement, any Party may deliver written notice to the completion of the relevant Net Settlement process, the amount other Party of such Recoveries so remitted disagreement and the Parties shall be excluded from the Net Settlement.attempt in good faith to resolve such disagreement. [***]

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) reflecting in detail the Net Settlement determinations as contemplated in Exhibit 1, as well as the Ceding Company Statutory Reserves with respect to the Reinsured Contracts in payout status and Separate Account Reserves as of the last day of such Monthly Accounting Period, provided that if the Ceding Company Statutory Reserves or Separate Account Reserves as of the last day of such Monthly Accounting Period are not available, the Ceding Company will provide the Ceding Company Statutory Reserves or Separate Account Reserves, as applicable, as of the most recent calendar quarter-end, in the form as set forth in of, and containing for such Monthly Accounting Period the information reflected in, Exhibit B hereto 1 shall be delivered by the Reinsurer Ceding Company to the Ceding Company not Reinsurer no later than thirty ten (3010) calendar days after Business Days following the end of each Quarterly such Monthly Accounting Period. If the amount of the Net Settlement for a Quarterly such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within five (5) Business Days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company or, at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative’s option, the Ceding Company shall pay such amount to the Reinsurer Designated Administrative Account pursuant to Section 4.4 within five (5) Business Days of after its receipt of the Monthly Settlement Statement for such Quarterly Accounting Periodperiod. (b) The Net Settlement with respect to any Quarterly each Monthly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, ; minus (iii) the Recoveries actually received by Expense Allowances for such Monthly Accounting Period; minus (iv) an amount equal to any Experience Refund due to the Ceding Company during for such Quarterly Monthly Accounting PeriodPeriod pursuant to Schedule F-2. (cn) For In the avoidance of doubt, to the extent event that the Reinsurer makes has an objection to the calculation of any direct payments items set forth in the Monthly Settlement Statement, then the Reinsurer, as applicable, may deliver written notice to the Ceding Company, and the Parties shall attempt in good faith to resolve such 1007933761v22 disagreement for a period of ten (10) Business Days. If the Parties do not resolve any such disagreement within such ten (10) Business Day period, the Parties shall jointly request the Independent Accounting Firm to make a determination with respect to all matters in dispute; provided, that, if no accounting firm is willing or on behalf able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Parties shall instruct the Independent Accounting Firm to limit its review to matters that remain in dispute between the Parties and to render its decision within ten (10) Business Days after submission of such dispute to such Independent Accounting Firm. The Independent Accounting Firm shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party. The Independent Accounting Firm’s determination of the Ceding Company disputed matters shall be final and binding upon the Parties absent manifest error. All fees and expenses relating to the work of the Independent Accounting Firm shall be allocated by the Independent Accounting Firm as between the Parties in respect proportion to the difference between each Party’s claimed value and the value decided by the Independent Accounting Firm. Notwithstanding any other provision of Reinsured Liabilities this Agreement to the contrary, a Party’s obligation to make payment pursuant to the second or third sentence, as applicable, of Section 3.3(a) shall become due on the Reinsurance Premiums date specified in respect the second or third sentence, as applicable, of Section 3.3(a), irrespective of the pendency of any dispute initiated pursuant to this Section 3.3(c). Any amounts paid by a Quarterly Accounting Period Party that are subsequently determined not to be due shall be refunded to such Party with interest calculated thereon at the Interest Rate from the date of payment thereof to the date prior to the completion date of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlementrefund.

Net Settlement. (a) During Unless the Parties agree otherwise, during the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Weekly Accounting Period (the “Weekly Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Weekly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1 shall be delivered by the Reinsurer Ceding Company to the Ceding Company not later than thirty Reinsurer within three (303) calendar days after Business Days following the end of each Quarterly such Weekly Accounting Period. If the amount of the Weekly Net Settlement for a Quarterly such Weekly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within five (5) Business Days (unless the Parties agree otherwise) following the end of such Weekly Accounting Period (the “Weekly Settlement Date”); provided that, during the continuation of a FMV Triggering Event or Recapture Triggering Event, as the case may be, caused by the Reinsurer’s failure to timely fund the Trust Account in accordance with the terms and conditions set forth in this Agreement, the Ceding Company shall deposit such amount in cash to the Trust Account in lieu of making payment to the Reinsurer. If the amount of the Weekly Net Settlement for such Weekly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at no later than the time it delivers the Weekly Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting PeriodDate. (b) The Weekly Net Settlement with respect to any Quarterly each Weekly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Weekly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually (other than with respect to surrender payments, death benefits, and other Reinsured Liabilities that will be settled on a monthly or quarterly basis in accordance with Exhibit 1) paid by the Ceding Company during such Quarterly Weekly Accounting Period; plus (iii) the Quota Share of the Reinsured Liabilities (other than with respect to surrender payments, plusdeath benefits, and other Reinsured Liabilities that will be settled on a monthly or quarterly basis in accordance with Exhibit 1) paid by the Ceding Company with assets in the Designated Administrative Account during such Weekly Accounting Period. (c) Unless the Parties agree otherwise, during the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last Business Day of each Monthly Accounting Period (the “Monthly Net Settlement” and together with the Weekly Net Settlement, the “Net Settlement”) shall be calculated by the Ceding Company, and the Ceding Company shall deliver (i) an initial statement setting forth the details of such calculation in the form as set forth as Exhibit 1 within two (2) Business Days following the end of such Monthly Accounting Period and (ii) a final statement (the “Monthly Settlement Statement”) setting forth the details of such calculation in the form as set forth in Exhibit 1 within five (5) Business Days following the end of each Monthly Accounting Period. If the amount of the Monthly Net Settlement for such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer no later than the Weekly Settlement Date immediately following the date on which the Monthly Settlement Statement setting forth such Monthly Settlement Amount is delivered; provided that, during the continuation of a FMV Triggering Event or Recapture Triggering Event, as the case may be, caused by the Reinsurer’s failure to timely fund the Trust Account in accordance with the terms and conditions set forth in this Agreement, the Ceding Company shall deposit such amount in cash to the Trust Account in lieu of making payment to the Reinsurer. If the amount of the Monthly Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company no later than the Weekly Settlement Date immediately following the date on which the Monthly Settlement Statement setting forth such Monthly Settlement Amount is delivered. (d) The Monthly Net Settlement with respect to each Monthly Accounting Period shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Reinsurance Premium actually Quota Share of the Reinsured Liabilities paid by the Ceding Company during such Quarterly Monthly Accounting Period; plus (iii) the Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Monthly Accounting Period; minus (iv) the Expense Allowances for such Monthly Accounting Period, minus (iiiv) the Recoveries actually received by the Ceding Company aggregate Weekly Net Settlements paid during such Quarterly Monthly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company (including on behalf of NI Modco Accounts and the Separate Accounts) and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Quarterly Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Quarterly Settlement Statement”) in the form attached as set forth in Exhibit B hereto 1 or as otherwise agreed between the Parties shall be delivered by the Reinsurer Ceding Company to the Ceding Company not Reinsurer no later than thirty twenty (3020) calendar days after Business Days following the end of each such Quarterly Accounting Period. If the amount of the Quarterly Net Settlement for a such Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at (including on behalf of NI Modco Accounts and the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company Separate Accounts) shall pay such amount in cash to the Reinsurer within five (5) Business Days of its receipt delivery of the final Quarterly Settlement Statement for such period to the Reinsurer. If the amount of the Quarterly Net Settlement for such Quarterly Accounting PeriodPeriod is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within five (5) Business Days of its receipt of the final Quarterly Settlement Statement for such period. At any time, the Ceding Company and the Reinsurer may agree to implement more frequent net settlements under this Agreement without any further action by the Parties. (b) The Quarterly Net Settlement with respect to each of (i) the NI Modco Accounts Reinsured Contracts and (ii) all other Reinsured Contracts for any Quarterly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following, as applicable: (i) the Quota Share of the Additional Consideration in respect of the Reinsured Contracts received by the Ceding Company during such Quarterly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually in respect of the Reinsured Contracts paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, ; minus (iii) the Recoveries actually received by Expense Allowances in respect of the Ceding Company during Reinsured Contracts for such Quarterly Accounting Period; plus (iv) the NI Modco Accounts Reserve Adjustment for such Quarterly Accounting Period as described in Section 7.2; plus (v) the SA Modco Accounts Adjustment with respect to such Quarterly Accounting Period as described in Section 8.1. (c) For In addition, following the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf settlement of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Net Settlement for each Quarterly Accounting Period prior pursuant to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwiseSection 3.3(a), the amount of any such payments shall be excluded from the Net Settlement. In addition, Funds Withheld Reserves Adjustment with respect to the extent the Reinsurer receives any Recoveries in respect of a each Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether shall also be paid in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlementaccordance with Section 6.4.

Net Settlement. (a) During the term of this Agreement, a settlement amount between due from one Party to another Party under the Ceding Company and the Reinsurer terms of this Agreement as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B A hereto shall be delivered by the Reinsurer to the Ceding Company not later than within thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Settlement Statement reflects a Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount due to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negativeReinsurer, then the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of following its receipt of the Settlement Statement for such Quarterly Accounting Period.. If the Settlement Statement reflects a Net Settlement due to the Ceding Company, then the Reinsurer shall pay such amount to the Ceding Company at the time it delivers the Settlement Statement for such Accounting Period to the Ceding Company. 1006844591v17 (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments out of the Separate Accounts or otherwise makes any direct payments to or on behalf of the Ceding Company in respect of the Reinsured Liabilities Risks or other amounts payable to the Reinsurance Premiums Ceding Company in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processor Modco Reserve Adjustment processes, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from taken into account for purposes of determining the Net SettlementSettlement and amounts due with respect to the Modco Reserve Adjustment. In addition, to the extent the Reinsurer receives any Recoveries Additional Consideration or other amounts payable to the Reinsurer in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processor Modco Reserve Adjustment processes, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries amounts received shall be excluded from taken into account for purposes of determining the Net Settlement. To Settlement and amounts due with respect to the extent that Modco Reserve Adjustment. (c) The Reinsurer shall compute a statutory reserve adjustment in respect of the Separate Account Statutory Reserves with respect to each Accounting Period (the “Modco Reserve Adjustment”) which shall be calculated by the Reinsurer taking into account Section 4.10(b) and shall deliver to the Ceding Company receives a statement setting forth details of such calculation (the “Modco Reserve Adjustment Statement”) within thirty (30) days after the end of each Accounting Period. The Modco Reserve Adjustment Statement shall set forth the payments due to or from the Reinsurer resulting from any Recoveries change in respect the Separate Account Statutory Reserves and the balance of the Modco Account that occurred during the applicable Accounting Period, and the Modco Reserve Adjustment shall be calculated in accordance with Exhibit A. If a Quarterly Settlement Period and remits Modco Reserve Adjustment Statement reflects a Modco Reserve Adjustment due to the Reinsurer, then the Ceding Company shall pay such Recoveries amount to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.within five

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer for the Reinsured Liabilities as of the last day of each Quarterly Accounting Period (the “"Net Settlement”") shall be calculated by the Reinsurer in accordance with clause (bi) belowin the case of General Account Liabilities, Exhibit B-1 hereto and (ii) in the case of Separate Account Liabilities, Exhibit B-2 hereto, and a statement separate statements setting forth details of such calculation with respect to the General Account Liabilities (the “"General Account Settlement Statement”") in the form as set forth in Exhibit B B-1 hereto and the Separate Account Liabilities (the "Separate Account Settlement Statement") in the form set forth in Exhibit B-2 hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after in accordance with the end of each Quarterly Accounting PeriodAdministrative Services Agreement. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the General Account Settlement Statement and the Separate Account Settlement Statement for such Quarterly Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the General Account Settlement Statement and the Separate Account Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries Recoverables in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries Recoverables received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.19 <Page> SECTION

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company no later than the time it is required to deliver the Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: : (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Quota Share of Recoveries actually received by the Ceding Company during such Quarterly Accounting Period; minus (ii) the Reinsured Liabilities payable by the Reinsurer during such Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments out of the Separate Accounts to or on behalf of the Ceding Company or otherwise makes anydirect payment on behalf of the Ceding Company in each case in respect of Reinsured Liabilities or the Existing Reinsurance Premiums Premium in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the calculation of the Net Settlement. In addition, to Settlement and shall no longer be due the Ceding Company. (d) To the extent the Reinsurer receives any Recoveries in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, ,whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net SettlementSettlement and shall no longer be due from the Ceding Company. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement an Accounting Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net SettlementSettlement and shall no longer be due from the Ceding Company.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1, shall be delivered by the Reinsurer Ceding Company to the Ceding Company not Reinsurer no later than thirty eighteen (3018) calendar days after Business Days following the end of each Quarterly such Monthly Accounting Period; [***]. If the amount of the Net Settlement for a Quarterly such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within twenty (20) days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at within twenty (20) days after its receipt of the time it delivers the Monthly Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Periodperiod. (b) The the Net Settlement with respect to any each Monthly Accounting Period (or, with respect to items (vii) and (viii) below, each Quarterly Accounting Period for the reinsurance covered hereunder is Period) shall be an amount equal to the following:following (without duplication): (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, ; plus (iiiii) the Reinsurance Premium actually Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Quarterly Monthly Accounting Period, ; minus (iiiiv) the Recoveries actually received by the Ceding Company during Expense Allowances for such Quarterly Monthly Accounting Period.; minus (cv) For the avoidance Quota Share of doubt, all amounts payable to Producers with respect to the extent that Reinsured Contracts and described on Schedule Q; minus (vi) the Reinsurer makes any direct payments to or on behalf Quota Share of Allocated Premium Taxes; minus (vii) the Quota Share of the Ceding Company MSO Modco Reserve Adjustment, which amount will only be included in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to Monthly Settlement Statement and the completion corresponding calculation of the relevant Net Settlement processfor the final month of each calendar quarter; plus (viii) the Quota Share of the MSO ▇▇▇▇▇ P&L, whether which amount will only be included in its capacity as the Administrator or otherwise, Monthly Settlement Statement and the amount corresponding calculation of any such payments shall be excluded from the Net Settlement. In addition, to Settlement for the extent the Reinsurer receives any Recoveries in respect final month of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlementeach calendar quarter.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”"NET SETTLEMENT") shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”"SETTLEMENT STATEMENT") in the form as set forth in Exhibit EXHIBIT B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plusPLUS (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minusMINUS (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer for the Reinsured Liabilities as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”i) in the form as set forth case of General Account Liabilities and Separate Account Liabilities, Exhibit A hereto and (ii) in Exhibit B hereto shall be delivered the case of amounts determined under Section 11.2(d), the applicable final statement contemplated by the Reinsurer Section 11.2(d). With respect to the Ceding Company not later than thirty clause (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly Accounting Period is positivei), the Reinsurer shall pay the absolute value of such amount to the Ceding Company deliver (or, at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period.Reinsurer’s option, (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer or the Administrator makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer or the Administrator receives any Recoveries Reinsurer Receivables in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of any such Recoveries so remitted Reinsurer Receivables received shall be excluded from taken into account for purposes of determining the Net Settlement. (c) Notwithstanding anything in this Agreement to the contrary, to the extent the Ceding Company has withdrawn assets from any Separate Account in an amount in excess of the Separate Account Liabilities required to be withdrawn pursuant to the applicable Reinsured Contracts and this Agreement, an amount equal to the Fair Market Value of such assets as of the date of such withdrawal, plus interest thereon at the Interest Rate, shall be deemed to be included in the applicable Separate Account for the purpose of calculating any amounts due by the Reinsurer with respect to the Separate Accounts or the Separate Account Liabilities. (d) The Ceding Company hereby appoints the Reinsurer as its agent and attorney-in-fact to collect all Reinsurer Receivables in the Ceding Company’s name. The Ceding Company agrees and acknowledges that the Reinsurer and its permitted assigns and delegatees are entitled to enforce, in the name of the Ceding Company, all rights at law or in equity or good faith claims of the Ceding Company with respect to all Reinsurer Receivables. If necessary for such collection, the Ceding Company shall reasonably cooperate, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection. The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Reinsurer Receivables. To the extent the Ceding Company recovers any Reinsurer Receivables from any third party attributable to the Reinsured Contracts, the Ceding Company shall promptly (but no later than within five (5) Business Days) transfer such amounts to the Reinsurer, together with any pertinent information that the Ceding Company may have relating thereto. (e) In the event that the Ceding Company has any good faith objection to any Settlement Statement, the Ceding Company may deliver written notice to the Reinsurer within thirty (30) calendar days after its receipt of the Settlement Statement. Following the Reinsurer’s receipt of a notice of objection pursuant to the first sentence of this Section 3.3(e), the Parties shall attempt in good faith to resolve such disagreement for a period of thirty (30) days. Any resolution

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer for the Reinsured Liabilities as of the last day of each Quarterly Accounting Period (the “"Net Settlement”") shall be calculated by the Reinsurer in accordance with clause (bi) belowin the case of General Account Liabilities, Exhibit B-1 hereto and (ii) in the case of Separate Account Liabilities, Exhibit B-2 hereto, and a statement separate statements setting forth details of such calculation with respect to the General Account Liabilities (the “"General Account Settlement Statement”") in the form as set forth in Exhibit B B-1 hereto and the Separate Account Liabilities (the "Separate Account Settlement Statement") in the form set forth in Exhibit B-2 hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after in accordance with the end of each Quarterly Accounting PeriodAdministrative Services Agreement. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the General Account Settlement Statement and the Separate Account Settlement Statement for such Quarterly Accounting Period. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the General Account Settlement Statement and the Separate Account Settlement Statement for such Accounting Period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries Recoverables in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries Recoverables received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this AgreementAgreement and with respect to the final Accounting Period, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer Ceding Company in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto Schedule C shall be delivered by the Reinsurer Ceding Company to the Ceding Company not later than Reinsurer within thirty (30) calendar days after following the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, at the time it delivers the Settlement Statement for such Accounting Period to the Reinsurer, the Ceding Company shall pay such amount in cash to the Reinsurer. If the amount of the Net Settlement for an Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five fifteen (515) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries Premiums actually received by the Ceding Company during such Quarterly Accounting Period.; plus (cii) For the avoidance Separate Account Revenue actually received by the Ceding Company during such Accounting Period; plus (iii) the amount of doubt, to any transfers described in Section 3.2(a)(iii) for such Accounting Period; minus (iv) the extent that amount of any transfers from the Reinsurer makes any direct payments to or on behalf general account of the Ceding Company to the Separate Account in respect of the Variable Annuity Reinsured Contracts; minus (v) the General Account Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that paid by the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits during such Recoveries to Accounting Period; minus (vi) the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net SettlementExpense Allowances.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Weekly Accounting Period (the “Weekly Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Weekly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1 shall be delivered by the Reinsurer Ceding Company to the Ceding Company not later than thirty Reinsurer within four (304) calendar days after Business Days following the end of each Quarterly such Weekly Accounting Period. If the amount of the Weekly Net Settlement for a Quarterly such Weekly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within six (6) Business Days following the end of such Weekly Accounting Period. If the amount of the Weekly Net Settlement for such Weekly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at within six (6) Business Days following the time it delivers end of such Weekly Accounting Period. (b) The Weekly Net Settlement with respect to each Weekly Accounting Period shall be an amount equal to the following: (i) the Quota Share of the components of the Additional Consideration set forth in the Weekly Settlement Statement for set forth as Exhibit 1 received by the Ceding Company during such Quarterly Weekly Accounting Period; minus (ii) the Flow Business Ceding Commission in respect of such Weekly Accounting Period; minus (iii) the Quota Share of the components of the Reinsured Liabilities set forth in the Weekly Settlement Statement set forth as Exhibit 1 paid by the Ceding Company during such Weekly Accounting Period; plus (iv) the Quota Share of the components of the Reinsured Liabilities set forth in the Weekly Settlement Statement set forth as Exhibit 1 paid by the Ceding Company with assets in the Designated Administrative Account during such Weekly Accounting Period. (c) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Monthly Accounting Period to (the “Monthly Net Settlement” and together with the Weekly Net Settlement, a “Net Settlement”) shall be calculated by the Ceding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth as Exhibit 1 shall be delivered by the Ceding Company to the Reinsurer (i) in a preliminary form, no later than five (5) Business Days following the end of such Monthly Accounting Period and (ii) in final form, no later than ten (10) Business Days following the end of such Monthly Accounting Period. If the amount of the Monthly Net Settlement for a Quarterly such Monthly Accounting Period is negativepositive, the Ceding Company shall pay such amount in cash to the Reinsurer within five (5) Business Days of its receipt delivery of the final Monthly Settlement Statement for such Quarterly period to the Reinsurer; provided that, during a FMV Triggering Event or Recapture Triggering Event caused by the Reinsurer’s failure to timely fund the Trust Account in accordance with terms of this Agreement, the Ceding Company may deposit such amount in cash to the Trust Account in lieu of making payment to the Reinsurer. If the amount of the Monthly Net Settlement for such Monthly Accounting PeriodPeriod is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within five (5) Business Days of its receipt of the final Monthly Settlement Statement for such period. (bd) The Monthly Net Settlement with respect to any Quarterly each Monthly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Flow Business Ceding Commission in respect of such Monthly Accounting Period; minus (iii) the Quota Share of the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, ; plus (iiiv) the Reinsurance Premium actually Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Quarterly Monthly Accounting Period; minus (v) the Expense Allowances for such Monthly Accounting Period, minus (iiivi) [***]; minus (vii) [***]; minus (viii) the Recoveries actually received by MVA Modco Cash Settlement in respect of such Monthly Accounting Period; minus (ix) the Ceding Company MVA Modco Investment Expenses in respect of such Monthly Accounting Period; minus (x) the aggregate Weekly Net Settlements paid during such Quarterly Monthly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowCeding Company, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1, shall be delivered by the Reinsurer Ceding Company to the Ceding Company not Reinsurer no later than thirty eighteen (3018) calendar days after Business Days following the end of each Quarterly such Monthly Accounting Period; [***]. If the amount of the Net Settlement for a Quarterly such Monthly Accounting Period is positive, the Ceding Company shall pay such amount in cash to the Reinsurer within twenty (20) days after its delivery of the Monthly Settlement Statement for such period to the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company at within twenty (20) days after its receipt of the time it delivers the Monthly Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Periodperiod. (b) The the Net Settlement with respect to any each Monthly Accounting Period (or, with respect to items (vii) through (ix) below, each Quarterly Accounting Period for the reinsurance covered hereunder is Period) shall be an amount equal to the following:following (without duplication): (i) the Quota Share of the Additional Consideration received by the Ceding Company during such Monthly Accounting Period; minus (ii) the Quota Share of the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Monthly Accounting Period, ; plus (iiiii) the Reinsurance Premium actually Quota Share of the Reinsured Liabilities paid by the Ceding Company with assets in the Designated Administrative Account during such Quarterly Monthly Accounting Period, ; minus (iiiiv) the Recoveries actually received by the Ceding Company during Expense Allowances for such Quarterly Monthly Accounting Period.; minus (cv) For the avoidance Quota Share of doubt, all amounts payable to Producers with respect to the extent that Reinsured Contracts and described on Schedule Q; minus (vi) the Reinsurer makes any direct payments to or on behalf Quota Share of Allocated Premium Taxes; minus (vii) the Quota Share of the Ceding Company MSO Modco Reserve Adjustment, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus (viii) the Quota Share of the MSO ▇▇▇▇▇ P&L, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the final month of each calendar quarter; plus (ix) the Regulatory Closed Block Quarterly Settlement, which amount will only be included in the Monthly Settlement Statement and the corresponding calculation of the Net Settlement for the first month following the calendar quarter for which such Regulatory Closed Block Quarterly Settlement is being calculated; minus (x) the Modco Reserve Adjustment with respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly to such Monthly Accounting Period prior to the completion of the relevant Net Settlement process, whether as described in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net SettlementSection 3.11.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Monthly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) belowReinsurer, as administrator, and a statement setting forth details of such calculation (the “Monthly Settlement Statement”) in the form as set forth in as Exhibit B hereto 1 shall be delivered by the Reinsurer to the Ceding Company not no later than thirty later than ten (3010) calendar days after Business Days following the end of each Quarterly such Monthly Accounting Period; provided that during the Transition Period, such reports shall be calculated and delivered by the Ceding Company as administrator. If the amount of the Net Settlement for a Quarterly such Monthly Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount in cash to the Reinsurer within five (5) Business Days of its receipt of the Monthly Settlement Statement for such Quarterly period from the Reinsurer. If the amount of the Net Settlement for such Monthly Accounting PeriodPeriod is negative, the Reinsurer shall pay the absolute value of such amount in cash to the Ceding Company within five (5) Business Days of its delivery of the Monthly Settlement Statement for such period to the Ceding Company. (b) The Net Settlement with respect to any Quarterly each Monthly Accounting Period for the reinsurance covered hereunder is shall be an amount equal to the following: (i) the Additional Consideration attributable to such Monthly Accounting Period to the extent such Additional Consideration is not deposited into the Separate Accounts in accordance with Section 2.10; minus (ii) the Reinsured Liabilities actually Risks paid by the Ceding Company during such Quarterly Monthly Accounting Period, plus (ii) Period to the Reinsurance Premium actually extent such Reinsured Risks are not paid by out of the Ceding Company during such Quarterly Accounting Period, Separate Accounts in accordance with Section 2.10; minus (iii) the Recoveries actually received by the Ceding Company during Expense Allowance for such Quarterly Monthly Accounting Period. (c) For the avoidance of doubt, The Monthly Settlement Statement shall also set forth for each Monthly Accounting Period a calculation (a “Modco Adjustment”) equal to the extent following: (i) The Separate Account Liabilities as of the end of the Monthly Accounting Period prior to the Monthly Accounting Period to which the Monthly Settlement Statement relates, minus (ii) The Separate Account Liabilities as of the end of the Monthly Accounting Period to which the Monthly Settlement Statement relates, plus (iii) All transfers into the Separate Accounts in respect of the Reinsured Contracts during such Monthly Accounting Period, minus (iv) All transfers out of the Separate Accounts in respect of the Reinsured Contracts during such Monthly Accounting Period, plus (v) All investment income (loss) in respect of assets in the Separate Accounts related to the Reinsured Contracts for such Monthly Accounting Period. The Parties agree and acknowledge that the Modco Adjustment shall always equal zero. (d) Following the Transition Period and for so long as the Administrative Services Agreement remains in effect, the Reinsurer makes any direct payments to or shall, in accordance with the terms thereof, collect all Additional Consideration and pay all Reinsured Risks on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net SettlementCompany. To the extent that the Ceding Company receives (rather than the Reinsurer) directly recovers any Recoveries Additional Consideration from any third party attributable to the Reinsured Contracts, the Ceding Company shall hold such amounts in respect trust for the benefit of a Quarterly the Reinsurer and shall transfer and deliver such amounts to the Reinsurer, together with any endorsements to effect the transfer and any pertinent information that the Ceding Company may have relating thereto, in connection with the Net Settlements. Direct receipt by the Reinsurer or any of its Affiliates of any Additional Consideration shall be reflected in the Monthly Settlement Period Statements and remits such Recoveries shall satisfy the Ceding Company’s obligations to transfer any Additional Consideration to the Reinsurer hereunder. Similarly, direct payment by the Reinsurer of any Reinsured Risks shall be reflected in the Monthly Settlement Statements and shall satisfy the Reinsurer’s obligations to reimburse the Ceding Company for such Reinsured Risks hereunder. (e) In the event that the Parties disagree with the calculation of the Net Settlement or the Modco Adjustment set forth in any Monthly Settlement Statement, any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (f) Any resolution as to disagreements arising under Section 3.3(e) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Net Settlement or the Modco Adjustment set forth in a Monthly Settlement Statement within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (i) the Independent Accounting Firm, to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Statutory Reserves reflected in any such calculation, or (ii) with respect to the calculation of the Ceding Company Statutory Reserves, the Independent Actuary to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Net Settlement or the Modco Adjustment shall be final and binding upon the Parties. The Independent Actuary’s determination of the Ceding Company Statutory Reserves shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 3.3(f) is reached, the Parties agree to promptly make any necessary adjustments under Section 3.3 to the applicable Net Settlement or the Modco Adjustment. To the extent applicable, any disagreement determined under this Section shall be consolidated with any similar disagreement being determined in connection with the same monthly settlement under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net SettlementSLIC Reinsurance Agreement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period or other shorter period as agreed upon by the Parties (the “"Net Settlement”") shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “"Settlement Statement”") in containing the form as information set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after in accordance with the end Administrative Services Agreement. If the amount of each Quarterly the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within 5 Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positivenegative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at within 5 Business Days from the time date it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries Recoverables actually received by the Ceding Company or the Reinsurer with respect to the Covered Insurance Policies during such Quarterly Accounting Period; MINUS (ii) the General Account Liabilities payable by the Reinsurer on a cash basis in respect of the Covered Insurance Policies during such Accounting Period; MINUS (iii) the Separate Account Liabilities payable out of the Separate Accounts in respect of the Covered Insurance Policies during such Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments from its own funds or out of any Separate Account to or on behalf of the Ceding Company in respect of 26 Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded deducted from the Net Settlementamount payable included in clause (ii) or clause (iii), as applicable, of Section 3.3(b) for such Accounting Period. In addition, to the extent Recoverables are actually received by, and are available to, the Reinsurer receives any Recoveries (or one of its Affiliates) in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries Recoverables received shall be excluded deducted from the Net Settlementamount of Recoverables included in clause (i) of Section 3.3(b) for such Accounting Period. To the extent that the Ceding Company receives Reinsurer makes any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer payments under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement processHold Harmless and Indemnification Agreement, the amount of such Recoveries so remitted payments shall be excluded deducted from the Net Settlementamount payable included in clause (ii) or clause (iii), as applicable, of Section 3.3(b) and the Reinsurer shall be discharged of any obligation hereunder with respect thereto to the extent of such payment.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form attached as set forth in Exhibit B hereto I shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positive, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly an Accounting Period is negative, the Ceding Company shall pay such the absolute value of amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered provided hereunder is equal to the following: to: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus minus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during such Quarterly Accounting Period. (c) For the avoidance of doubt, to the extent that the Reinsurer or any of its Affiliates makes any direct payments to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwiseSettlement, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries (whether from a third party or remitted by the Ceding Company) in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the Ceding Company receives any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded from the Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period or other shorter period as agreed upon by the Parties (the “"Net Settlement”") shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “"Settlement Statement”") in containing the form as information set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after in accordance with the end Administrative Services Agreement. If the amount of each Quarterly the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within 5 Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positivenegative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at within 5 Business Days from the time date it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Quarterly Accounting Period, plus (ii) the Reinsurance Premium actually paid by the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries Recoverables actually received by the Ceding Company or the Reinsurer with respect to the Covered Insurance Policies during such Quarterly Accounting Period (without duplication for amounts under clauses (iv), (v) and (vi) below); MINUS (ii) the General Account Liabilities payable by the Reinsurer on a cash basis in respect of the Covered Insurance Policies during such Accounting Period; MINUS (iii) the Separate Account Liabilities payable out of the Separate Accounts in respect of the Covered Insurance Policies during such Accounting Period; MINUS (iv) the Reinsurance IMR as of the close of such Accounting Period less the Reinsurance IMR as of the close of the preceding Accounting Period; PLUS (v) the General Account Modified Coinsurance Investment Income and the Reinsurance IMR Investment Income, in each case, received with respect to such Accounting Period; MINUS (vi) the General Account Modified Coinsurance Adjustment with respect to such Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments from its own funds or out of any Separate Account to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded deducted from the Net Settlementamount payable included in clause (ii) or clause (iii), as applicable, of Section 3.4(b) for such Accounting Period. In addition, to the extent Recoverables are actually received by, and are available to, the Reinsurer receives any Recoveries (or one of its Affiliates) in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries Recoverables received shall be excluded deducted from the Net Settlementamount of Recoverables included in clause (i) of Section 3.4(b) for such Accounting Period. To the extent that the Ceding Company receives Reinsurer makes any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer payments under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement processHold Harmless and Indemnification Agreement, the amount of such Recoveries so remitted payments shall be excluded deducted from the amount payable included in clause (ii) or clause (iii), as applicable, of Section 3.4(b) and the Reinsurer shall be discharged of any obligation hereunder with respect thereto to the extent of such payment. (d) With respect to the General Account Modified Coinsurance Investment Income, the Reinsurance IMR Investment Income, the Reinsurance IMR and the General Account Modified Coinsurance Adjustment (in each case that are not with respect to the Trust Withheld Assets) for an Accounting Period, to the extent that the calculation of any of such items would result in an amount payable to the Reinsurer, only such amounts as are actually received by the Ceding Company from the Underlying Companies under the Covered Insurance Policies by way of payment or offset or otherwise shall be included in such Net Settlement.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of For each Quarterly Accounting Period Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) shall be calculated as contemplated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in the form as set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Quarterly Accounting PeriodSchedule 2.3. If the amount of the The Net Settlement shall account for a Quarterly Accounting Period is positive(i) premiums collected each calendar quarter, (ii) claims or settlements for any benefits paid, (iii) commissions paid, (iv) administrative expenses and (v) the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting PeriodModco Reserve Adjustment. (b) The Ceding Company shall provide Reinsurer with all information in its possession necessary to prepare the Net Settlement determinations in accordance with respect to any Schedule 2.3 no later than the tenth (10th) Business Day after the end of such Quarterly Accounting Period for Period. Reinsurer shall then provide Ceding Company with reports detailing the reinsurance covered hereunder is equal to Net Settlement determinations by the following: later of (i) the Reinsured Liabilities actually paid by the tenth (10th) Business Day after receipt from Ceding Company during such Quarterly Accounting Period, plus of the information described in the immediately preceding sentence or (ii) the Reinsurance Premium actually paid by twentieth (20th) Business after the Ceding Company during such Quarterly Accounting Period, minus (iii) the Recoveries actually received by the Ceding Company during end of such Quarterly Accounting Period. (c) If a Net Settlement report reflects a balance due a Party, the amount(s) shown as due shall be paid by the other Party within ten (10) Business Days of the delivery of the report. Any dispute over any amount shown on a Net Settlement report that cannot be amicably resolved by the Parties shall be resolved by the procedures set forth in Section 9.1. (d) If there is a delayed settlement of any payment due hereunder, interest will accrue at an annual rate equal to five percent (5%). For the avoidance purposes of doubtthis Section, a payment will be considered overdue, and such interest will begin to accrue, on the extent date which is ten (10) Business Days after the date such payment is due. Notwithstanding the foregoing, it is understood that the Reinsurer makes any direct payments to or on behalf be made to Reinsurer hereunder shall be funded by corresponding withdrawals and releases of funds maintained in the SHIP Trust and Ceding Company shall not be required to advance any funds independently from its own account in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of payment to be made to Reinsurer hereunder. If, without a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded from the Net Settlement. In addition, to the extent the Reinsurer receives any Recoveries in respect of a Quarterly Accounting Period prior to the completion of the relevant Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries received shall be excluded from the Net Settlement. To the extent that the breach by Ceding Company receives any Recoveries in respect of its obligations hereunder, a Quarterly Settlement Period and remits such Recoveries to the Reinsurer delayed settlement under the terms of this Agreement is attributable in whole or in part to a delay in the Administrative Services Agreement prior to the completion effectiveness of the relevant Net Settlement process, the amount of such Recoveries so remitted shall be excluded any related withdrawal from the Net SettlementSHIP Trust, then such delayed payment will not be considered overdue and shall not constitute a breach by Ceding Company of its obligations hereunder and interest will not begin to accrue, until the fourth (4th) Business Day after the corresponding withdrawal from the SHIP Trust is received by Ceding Company.

Net Settlement. (a) During the term of this Agreement, a settlement amount between the Ceding Company and the Reinsurer as of the last day of each Quarterly Accounting Period or other shorter period as agreed upon by the Parties (the “Net Settlement”) shall be calculated by the Reinsurer in accordance with clause (b) below, and a statement setting forth details of such calculation (the “Settlement Statement”) in containing the form as information set forth in Exhibit B hereto shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after in accordance with the end Administrative Services Agreement. If the amount of each Quarterly the Net Settlement for an Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within 5 Business Days of its receipt of the Settlement Statement for such Accounting Period. If the amount of the Net Settlement for a Quarterly an Accounting Period is positivenegative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at within 5 Business Days from the time date it delivers the Settlement Statement for such Quarterly Accounting Period to the Ceding Company. If the amount of the Net Settlement for a Quarterly Accounting Period is negative, the Ceding Company shall pay such amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for such Quarterly Accounting Period. (b) The Net Settlement with respect to any Quarterly Accounting Period for the reinsurance covered hereunder is equal to the following: (i) the Reinsured Liabilities Recoverables actually paid received by the Ceding Company or the Reinsurer with respect to the Covered Insurance Policies during such Quarterly Accounting PeriodPeriod (without duplication for amounts under clauses (iv), plus(v) and (vi) below); minus (ii) the Reinsurance Premium actually paid General Account Liabilities payable by the Ceding Company Reinsurer on a cash basis in respect of the Covered Insurance Policies during such Quarterly Accounting Period, ; minus (iii) the Recoveries actually received by Separate Account Liabilities payable out of the Ceding Company Separate Accounts in respect of the Covered Insurance Policies during such Quarterly Accounting Period; minus (iv) the Reinsurance IMR as of the close of such Accounting Period less the Reinsurance IMR as of the close of the preceding Accounting Period; plus (v) the General Account Modified Coinsurance Investment Income and the Reinsurance IMR Investment Income, in each case, received with respect to such Accounting Period; minus (vi) the General Account Modified Coinsurance Adjustment with respect to such Accounting Period. (c) For the avoidance of doubt, to To the extent that the Reinsurer makes any direct payments from its own funds or out of any Separate Account to or on behalf of the Ceding Company in respect of Reinsured Liabilities or the Reinsurance Premiums in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be excluded deducted from the Net Settlementamount payable included in clause (ii) or clause (iii), as applicable, of Section 3.4(b) for such Accounting Period. In addition, to the extent Recoverables are actually received by, and are available to, the Reinsurer receives any Recoveries (or one of its Affiliates) in respect of a Quarterly an Accounting Period prior to the completion of the relevant Net Settlement processPeriod, whether in its capacity as the Administrator or otherwise, the amount of any such Recoveries Recoverables received shall be excluded deducted from the Net Settlementamount of Recoverables included in clause (i) of Section 3.4(b) for such Accounting Period. To the extent that the Ceding Company receives Reinsurer makes any Recoveries in respect of a Quarterly Settlement Period and remits such Recoveries to the Reinsurer payments under the terms of the Administrative Services Agreement prior to the completion of the relevant Net Settlement processHold Harmless and Indemnification Agreement, the amount of such Recoveries so remitted payments shall be excluded deducted from the amount payable included in clause (ii) or clause (iii), as applicable, of Section 3.4(b) and the Reinsurer shall be discharged of any obligation hereunder with respect thereto to the extent of such payment. (d) With respect to the General Account Modified Coinsurance Investment Income, the Reinsurance IMR Investment Income, the Reinsurance IMR and the General Account Modified Coinsurance Adjustment (in each case that are not with respect to the Trust Withheld Assets) for an Accounting Period, to the extent that the calculation of any of such items would result in an amount payable to the Reinsurer, only such amounts as are actually received by the Ceding Company from the Underlying Companies under the Covered Insurance Policies by way of payment or offset or otherwise shall be included in such Net Settlement.