Form POS AM Everlake Life Insurance
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E-mailExhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
EVERLAKE LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | Other | Market Value Adjusted Annuity Contracts | 415(a)(6) | N/A | N/A | $_131,575,217 | N/A | N/A | S-3 | 333-220570 | 10/02/2017 | $_N/A___ | ||||||||||||||||||||||||||
Total Offering Amounts | $_131,575,217 | N/A | N/A | |||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Total Fee Offsets | N/A | N/A | ||||||||||||||||||||||||||||||||||||
Net Fee Due | N/A | N/A | ||||||||||||||||||||||||||||||||||||
AMENDMENT TO PRINCIPAL UNDERWRITING AGREEMENT BETWEEN EVERLAKE LIFE INSURANCE COMPANY AND EVERLAKE DISTRIBUTORS, LLC This AMENDMENT (the "Amendment") is made and entered into on January 12, 2022 (the "Effective Date") by and between Everlake Life Insurance Company ("Everlake Life") and Everlake Distributors, LLC ("Distributors"). WHEREAS, Everlake Life and Distributors are parties to that certain Amended and Restated Principal Underwriting Agreement dated June 1, 2006 (the "Underwriting Agreement"); WHEREAS, the parties have agreed to revise the Underwriting Agreement to include specified annuity contracts and life insurance policies registered with the Securities and Exchange Commission. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereby amend the Underwriting Agreement as follows: Everlake Life confirms its grant to Distributors of the right to be and Distributors agrees to serve as Principal Underwriter for the annuity contracts and life insurance policies listed in Schedule A during the term of the Underwriting Agreement. Schedule A of the Underwriting Agreement shall be deleted and replaced with the following restated Schedule A, to reflect all annuity contracts and life insurance policies for which Distributors shall serve as Principal Underwriter: SCHEDULE A Effective Date Product Form Number 2/25/2002 - 4/30/2004 AIM Lifetime America Classic GLMU141 2/25/2002 - 4/30/2004 AIM Lifetime America Freedom GLMU148 2/25/2002 - 4/30/2004 AIM Lifetime America Regal GLMU146 6/15/2000 - 4/30/2004 AIM Lifetime Enhanced Choice Variable Annuity GLMU129 6/3/1990 - 4/30/2004 AIM Lifetime Plus - SPVL KLU84 - Single KLU87 - Joint 6/1/1998 - 12/31/2002 AIM Lifetime Plus II Variable Annuity GLMU116 12/1/1995 - 12/31/2001 AIM Lifetime Plus Variable Annuity GLMU47 5/1/1987 - 5/1/1991 ALIC Helmsman P1246 11/30/1998 - 12/31/2003 ALIC ScudderHorizon GLA25 10/14/2002 - 1/14/2008 Allstate Advisor PA125 10/14/2002 - 1/14/2008 Allstate Advisor Plus PA127 10/14/2002 - 1/14/2008 Allstate Advisor Preferred PA129 10/14/2002 - 1/14/2008 Allstate Advisor STI PA125 10/14/2002 - 1/14/2008 Allstate Advisor Preferred STI PA12 7/28/2003 - 3/31/2010 Allstate ChoiceRate Annuity (MVA) LU10193 1/1/1999 - 1/1/2002 Allstate Contour VUL KLU385 11/17/2003 - 3/31/2009 Allstate MarketSmart Annuity (MVA) LU10214 Amendment to PUA ELIC Signature Page - Amendment to PUA ELIC Signature Page 1
9/17/2001 - 8/1/2003 Allstate Provider Advantage Variable Annuity GLA140 11/2/2001 - 8/1/2003 Allstate Provider Extra Variable Annuity GLA132 5/1/2001 - 8/1/2003 Allstate Provider Ultra Variable Annuity GLA125 6/17/1997 - 5/1/2003 Allstate Provider Variable Annuity GLAU229 12/31/2001 - 4/30/2004 Allstate Provider Variable Life SPVL KLU206 11/6/1998 - 5/1/2003 Allstate Enhanced Provider Suite GLA14 5/12/2008 - 3/1/2009 Allstate Guaranteed Lifetime Income LU10905, LU10196, LU10907 7/30/2007 - 4/30/2009 Allstate RetirementAccess VA (B Series) A-BLX/IND(3/07) 7/30/2007 - 4/30/2009 Allstate RetirementAccess VA (L Series) A-BLX/IND(3/07) 7/30/2007 - 4/30/2009 Allstate RetirementAccess VA (X Series) A-BLX/IND(3/07) 10/4/2010 - 12/31/2013 Allstate RightFit LU10974G 1/31/2002 - 5/1/2010 Allstate Treasury Linked Annuity Plus (MVA) LU10146Q 1/1/2001 - 4/1/2003 Personal Retirement Manager (FL) LU10152FL 5/3/1999 - 11/27/2003 Putnam Allstate Advisor LU4429 11/1/1999 - 11/27/2003 Putnam Allstate Advisor Apex LU4457 2/22/2000 - 11/27/2003 Putnam Allstate Advisor Plus PA33 5/24/2000 - 11/27/2003 Putnam Allstate Advisor Preferred PA41 10/1/1988 - 9/30/1998 Scudder Horizon Plan P1258 1999 - 5/1/2004 Select Directions VA LU4518CW 1995 - 2001 STI Classic Variable Annuity GLAU248 7/1/2003 - 4/30/2007 Allstate Variable Annuity PA125 7/1/2003 - 4/30/2007 Allstate Variable Annuity (L Share) PA129 3/26/1991 - 7/1/1994 Custom Annuity (MVA) NLU491 12/1/1993 - 13/31/2003 Custom Plus Annuity (MVA) NLU566 11/11/1997 - 12/31/2003 Morgan Stanley SPVL NLU673 1/31/2000 - 9/30/2004 Preferred Client VA NLU905 7/1/1986 - 5/1/1990 Life Invest VUL P1238 5/3/1995 - 3/1/2004 Scheduled Annuity Manager Annuity (SAM) NLU638 7/20/1998 - 5/1/2001 VA 2 Asset Manager NLU860 9/12/2000 - 12/1/2003 VA 3 Asset Manager NLU928 3/9/1984 - 10/24/1990 Variable Annuity NLU252 6/5/2000 - 12/1/2003 Variable Annuity 3 NLU924 6/4/2000 - 12/31/2003 Variable Annuity II NLU438 9/18/1995 – 12/31/1997 Choice Plus Annuity GLAU120 Except as specifically amended hereby, the Underwriting Agreement shall remain in full force and effect in accordance with its terms. Amendment to PUA ELIC Signature Page - Amendment to PUA ELIC Signature Page 2
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be signed on its behalf by its duly authorized officers, all as of the day and year first written above. Everlake Life Insurance Company By:__________________ Rebecca D. Kennedy Title: Senior Vice President and Chief Operations Officer Date: January 12, 2022 Everlake Distributors, LLC By:___________________ Rebecca D. Kennedy Title: President and Chief Executive Officer Date: January 12, 2022 Amendment to PUA ELIC Signature Page - Amendment to PUA ELIC Signature Page 3
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be signed on its behalf by its duly authorized officers, all as of the day and year first written above. Everlake Life Insurance Company By:__________________ Rebecca D. Kennedy Title: Senior Vice President and Chief Operations Officer Date: January 12, 2022 Everlake Distributors, LLC By:___________________ Rebecca D. Kennedy Title: President and Chief Executive Officer Date: January 12, 2022 Amendment to PUA EDLLC Signature Page - Amendment to PUA EDLLC Signature Page 4
EXECUTION VERSION 1 1006503142v7 EXPENSE SHARING AND SERVICES AGREEMENT This EXPENSE SHARING AND SERVICES AGREEMENT (collectively with the attached schedules incorporated herein, this “Agreement”) is dated November 1, 2021 (the “Effective Date”), and is made by and among Everlake Holdings, LP, a Cayman Islands exempted limited partnership, Everlake US Parent Company, a Delaware corporation, Everlake US Holdings Company, a Delaware corporation, Everlake Reinsurance Limited, a Cayman Islands exempted company (“Everlake Re”), Everlake Investment Limited, a Cayman Islands exempted company, Everlake Services Company, a Delaware corporation, Allstate Life Insurance Company, an Illinois insurance company (“ALIC”), Allstate Assurance Company, an Illinois insurance company (“AAC”), and ALIC Reinsurance Company, a South Carolina captive insurance company (“ALIC Re” and collectively with Everlake Re, ALIC and AAC, the “Insurance Companies”), Allstate Assignment Company, a Nebraska corporation, Allstate Settlement Corporation, a Nebraska corporation, Allstate International Assignments, Ltd., a Delaware corporation, Allstate Distributors, LLC, a Delaware limited liability company (“ADLLC”), AIMCO Private Fund I Holdings, LLC, a Delaware limited liability company, AIMCO Private Fund I, LLC, a Delaware limited liability company, and any additional party that may become a party hereunder pursuant to mutual agreement by the Parties. Each of the parties to this Agreement shall be referred to individually as a “Party” and collectively as the “Parties.” W I T N E S S E T H: WHEREAS, each Party hereto is an affiliate of one another; WHEREAS, each Party intends that this Agreement supports the delivery of service to all effected customers and policyholders; WHEREAS, certain of the Parties incur costs and expenses in support of certain service departments or functions, which service departments or functions are necessary or beneficial for certain other Parties; WHEREAS, the costs and expenses incurred in support of each service department or function should be allocated among the Parties benefiting from such service department or function according to a defined allocation methodology; WHEREAS, the Parties wish to provide for the terms on which the Parties will make personnel, resources and facilities available to each other, and the terms on which the Parties will provide services to one another; WHEREAS, the Parties desire that other affiliates have the ability to become a Party hereto from time to time in the future; and WHEREAS, (i) ADLLC is a broker dealer registered with the Securities and Exchange Commission (“SEC”) and is also a member of the Financial Industry Regulatory Authority (“FINRA”) and other regulatory authorities, (ii) ADLLC serves as the Principal Underwriter & Distributor for the registered annuity products offered or assumed by ALIC and AAC.
2 1006503142v7 NOW, THEREFORE, the Parties hereto, intending to be legally bound, agree as follows: 1. Provision of Services; Sharing of Personnel, Resources and Facilities. (a) The term “Provider” shall mean any Party (i) making Personnel, resources or facilities available to another Party hereunder pursuant to a cost-sharing arrangement, or (ii) providing services to another Party hereunder, and the term “Recipient” shall mean any Party (i) to which such Personnel, resources or facilities are made available or (ii) to which such services are provided, in each case as the context may warrant. A Party may be both a Provider and a Recipient hereunder with respect to different Personnel, resources, and with respect to different services. For purposes of this Agreement, the “Personnel” of Party means the executives and employees of such Party and services provided by independent contractors engaged by such Party. (b) Each Provider shall provide to each Recipient the services identified on Schedule A, which schedule may be modified or amended by mutual agreement of the relevant Parties from time to time (subject to any required prior approval or non-disapproval from a department of insurance or similar insurance regulatory or administrative authority or agency having regulatory oversight of an Insurance Company (each, a “Domiciliary Regulator”)). (c) Each Provider shall make available to each Recipient the respective Personnel, resources and/or facilities on a cost sharing basis, under the terms provided in this Agreement, as the Parties may agree from time to time. 2. Cost Allocation; Payment for Services. (a) Each Recipient shall (i) reimburse the applicable Provider for the cost of any Personnel, resources and facilities and (ii) pay the applicable Provider for the services provided pursuant to this Agreement, in each case based on the cost of such Personnel, resources, facilities or services to such Provider. Without limiting the foregoing, each Recipient shall reimburse the applicable Provider at cost for the compensation (including, without limitation, base salary, short-term incentives and long-term incentives and the employer portion of any employment taxes payable thereon) and the cost of employee benefits (collectively, the “Provider Compensation Costs”) paid and provided by the Provider to the Provider’s Personnel, to the extent that such Provider Compensation Costs relate to the Recipient. For the avoidance of doubt, operating disbursements, including, but not limited to, for example, payments of claims, surrenders, commissions and taxes, shall be reimbursed at 100% of cost. The charge to a Recipient for any services, resources, Personnel and the use of facilities pursuant to this Agreement shall include all direct and indirectly allocable expenses. (b) With respect to any services, resources, facilities or Personnel made available pursuant to this Agreement on a cost allocation basis, the methods for allocating expenses to a Recipient shall be determined in accordance with the requirements prescribed in applicable insurance laws and regulations and the NAIC Accounting Practices and Procedures Manual. Such methods shall be modified and adjusted by mutual written agreement where
3 1006503142v7 necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by a Provider for the benefit of a Recipient. 3. Accounting and Payments. (a) Each Provider shall submit to each Recipient, within thirty (30) days following the end of each calendar quarter (or on a more frequent basis as reasonably necessary), a written statement of the amount estimated to be owed by such Recipient for Personnel, resources, facilities or services pursuant to this Agreement in that calendar quarter (or on a more frequent basis as reasonably necessary), including, for the avoidance of doubt, Provider Compensation Costs, and each Recipient shall pay to the applicable Provider within thirty (30) days following receipt of such written statement the amount set forth in the statement. Within sixty (60) days following the end of each calendar quarter, each Provider shall submit to each Recipient a statement of actual apportioned expenses and/or charges for services rendered for the prior calendar quarter, including the basis for the apportionment of each item. Any Recipient may request a written statement from a Provider setting forth, in reasonable detail, the nature of such expense and/or the nature of the services rendered and other relevant information to support the charge. Any difference, whether an underpayment or overpayment, between the estimated amount paid by a Recipient pursuant to the first sentence of this clause (a) and the amount of the actual apportioned expenses and charges shall be paid to the Provider or the Recipient, as applicable, within thirty (30) days following receipt of such statement of actual apportioned expenses and charges. For the avoidance of doubt, except as a result of an estimated payment, no Recipient shall be required to advance any funds to a Provider hereunder. Calculation of costs and invoices will be made in compliance with the requirements in the NAIC Accounting Practices and Procedures Manual and Statement of Statutory Accounting Principles (SSAP) No. 25 – Accounting for and Disclosures about Transactions with Affiliates and Other Related Parties or other applicable SSAP. (b) Each Recipient shall pay and be liable for any and all sales, service, value- added or other similar Taxes or levies (but not including any Taxes based upon or calculated by reference to income, receipts or capital or withholding taxes) imposed upon, sustained, incurred or levied with respect to the sale, performance, provision or delivery of a services provided by Provider pursuant to this Agreement (“Sales and Service Taxes”). Such Sales and Service Taxes shall be separately stated on the relevant statement provided to the Recipient pursuant to Section 3(a) and shall be payable by such Recipient to the applicable Provider in the manner set forth in Section 3(a). The applicable Provider shall be responsible for the remittance to the applicable Tax authority of any Sales and Service Taxes paid by a Recipient to such Provider. 4. Capacity of Personnel; Status of Facilities; Shared Employees. (a) For clarity and avoidance of doubt, unless Provider and Recipient have separately agreed otherwise as provided in Section 4(c) hereof, the employees of a Provider shall at all times remain and be considered to be employees of such Provider, subject solely to the direction and control of Provider, and shall not be considered to be employees of Recipient. Accordingly, other than pursuant to the separate agreement referred to in Section 4(c), no
4 1006503142v7 Recipient shall have direct liability to the Personnel of any Provider with respect to the Provider Compensation Costs of such Provider. (b) No facility of any Provider used in performing services for, or subject to use by, any Recipient shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement. (c) To the extent that any of the Parties hereto separately agree that a person who is an officer or employee of a Party hereto shall also serve as an officer or employee of any other Party hereto and such officer or employees does provide service to each such Party (each, a “Shared Employee”), a proportionate share of the aggregate Provider Compensation Costs of each such person shall be allocated to each Party based on the time spent performing services on behalf of each such Party, and the costs as so allocated shall then be subject to reimbursement as provided in Section 1(c) of this Agreement. 5. Term. This Agreement shall have an initial term of one year, starting on the Effective Date, and shall automatically renew annually for additional one-year terms unless any Party has terminated this Agreement in accordance with Section 6 below. 6. Termination. (a) Any Party may terminate this Agreement as to itself at any time and for any reason by providing the other Parties at least thirty (30) days’ prior written notice of its desired termination date; provided, however, that (i) subject to Section 22, any Party hereto may terminate this Agreement as to itself immediately upon the insolvency of another Party or the appointment of a conservator, liquidator or statutory successor of another Party and (ii) a non- breaching Party may terminate this Agreement as to itself upon any material breach of any material term of this Agreement by another Party, where such other Party fails to cure such breach within fifteen (15) days following its receipt of written notice thereof. (b) Any notice of termination shall be sent to all Parties hereto and the domiciliary insurance regulator of each Party which is an insurance company; provided, that this Agreement shall remain in full force and effect with respect to such other Parties unless and until any or all of such other Parties shall elect to terminate this Agreement. (c) Upon any termination of this Agreement, all Providers shall provide such services as may be reasonably requested by any Recipient to provide for the orderly transition of the services provided hereunder to another service provider designated by such Recipient. Such Recipient shall reimburse each Provider at cost for the provision of any such transition services. In addition, any Recipient, upon ninety (90) days’ prior written notice to any Provider, may terminate any one or more of the services to be furnished hereunder by such Provider to such Recipient. Any such partial termination with respect to specific services shall not be deemed to terminate this Agreement in its entirety or to affect the remaining Parties. 7. Offset. Any two (2) Parties may offset any amounts due one another from amounts that are to be paid one another under this Agreement.
5 1006503142v7 8. Governing Law. The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of this Agreement. 9. Regulator Approval. This Agreement is subject to the prior approval or non- disapproval of certain Domiciliary Regulators of the Insurance Companies, as applicable. 10. Amendments. This Agreement may not be altered or amended except by written agreement signed by all Parties and subject to any required approval or non-disapproval of each Domiciliary Regulator, as applicable. Notwithstanding the foregoing, the Parties agree that other affiliates may become Parties hereto from time to time in the future without the necessity of an amendment by executing a joinder agreement agreeing to be bound by the terms and conditions of this Agreement, subject to any required approval or non-disapproval of each Domiciliary Regulator, as applicable. Copies of any such joinder agreement shall be provided to all other Parties to this Agreement. 11. Books and Records. (a) All records, books and files established and maintained by any Provider by reason of its respective performance of services under this Agreement, which absent this Agreement would have been held by a Recipient, shall be deemed the property of such Recipient and shall be maintained in accordance with applicable law and regulation and subject to the control of the Recipient. Such records shall be available, during normal business hours, for inspection by a Recipient and anyone authorized by a Recipient including any Domiciliary Regulator of a Recipient. Copies of such records, books and files shall be delivered to a Recipient on demand. All such records, books and files shall be promptly transferred to a Recipient by a Provider upon termination of this Agreement. (b) All Providers and Recipients shall maintain their own books, accounts and records in such a way as to disclose clearly and accurately the nature and detail of the transactions between them, including such accounting information as is necessary to support the reasonableness of charges under this Agreement, and such additional information as a Recipient may reasonably request for purposes of its internal book-keeping and accounting operations. Each Provider shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available for audit, inspection and copying by a Recipient and persons authorized by a Recipient during all reasonable business hours. (c) Each Recipient and persons authorized by it shall have the right, at a Recipient’s expense, to conduct an audit of the relevant books, records and accounts of a Provider upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, the Provider shall give to the party requesting the audit reasonable cooperation and access to all books, records and accounts necessary to audit during normal business hours. (d) In the event that electronic claim files are used in connection with this Agreement, all data in such electronic claim files shall be kept in such a format that it is easily separated from other data maintained by the Parties hereto in accordance with 215 ILCS 5/141b.
6 1006503142v7 12. Safeguarding Customer Information. In providing services hereunder, each Party shall implement appropriate security measures designed to meet the objectives of applicable insurance laws and regulations, including: (i) ensuring the confidentiality, security and integrity of the other Parties’ respective information regarding its clients’ and applicants’ nonpublic confidential information (“Customer Information”); (ii) protecting against anticipated threats or hazards to the security or integrity of Customer Information; and (iii) protecting against unauthorized access to or use of Customer Information. Each Provider shall adjust its information security program at the request of a Recipient for any relevant changes dictated by a Recipient’s assessments of risk around its Customer Information. Each Party agrees that during the term of this Agreement and thereafter, it shall not use, or permit any person or entity access to, any Customer Information except as permitted in connection with the performance of services hereunder. Each Party acknowledges that it shall be permitted to disclose Customer Information only to its employees, subcontractors, consultants and agents who have a need to know such information or otherwise in connection with its performance of its duties hereunder. In addition, a Party may disclose Customer Information if such disclosure is required by law or upon order of any competent court or law enforcement agency. This provision shall survive any termination of this Agreement for a period of seven (7) years. 13. Assignment. This Agreement may not be assigned by any Party without the prior written consent of the other Parties hereto and such assignment shall be subject to any required approval or non-disapproval of each Domiciliary Regulator, as applicable. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Nothing herein shall be deemed to grant a Provider an exclusive right to provide services, resources or Personnel to any Recipient, and all Recipients retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of resources, Personnel or facilities that are the same as or similar to those being provided to a Recipient pursuant to this Agreement. All Providers retain the right to contract with any third party, affiliated or unaffiliated, for the performance of services or for the use of resources, Personnel or facilities that are the same as or similar to those provided by such Provider to a Recipient pursuant to this Agreement so long as such Provider is able to continue to meet all obligations, including any required service levels or standards, under this Agreement. A Provider, with a Recipient’s consent, shall have the right to subcontract with any third party, affiliated or unaffiliated, for the performance of services requested by such Recipient; provided, that the Provider shall remain responsible for the performance of services by any such subcontractors in accordance with the terms of this Agreement. 14. Notices. All notices, statements or requests provided for in this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when sent by certified or registered mail, postage prepaid or overnight courier service or upon confirmation of transmission if sent by telecopier or e-mail.
7 1006503142v7 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 16. Entire Agreement. This Agreement, together with any attached schedules, constitutes the sole and entire agreement between the Parties relating to the subject matter hereof. 17. No Waiver. No delay or failure by any Party to exercise any of its rights or remedies hereunder shall operate as a waiver thereof. 18. No Advancement of Funds. No funds shall be advanced by any Insurance Company to a Provider except to pay for services or expenses defined hereunder. 19. Oversight. Each Insurance Company will (a) maintain oversight for functions provided to such Insurance Company hereunder and (b) monitor services annually for quality assurance. 20. Funds and Invested Assets. All funds and invested assets of an Insurance Company are the exclusive property of such Insurance Company and, if held by a Provider for any reason, are held for the benefit of such Insurance Company and are subject to the control of such Insurance Company. 21. Indemnification. Provider(s) shall indemnify, defend and hold harmless the Recipient from any and all losses, claims, damages, judgments, assessments, costs or other liabilities resulting from the gross negligence or willful misconduct on the part of the Provider providing services hereunder. 22. Receivership of an Insurance Company. If any Insurance Company is placed in receivership or seized by its Domiciliary Regulator: (i) all of the rights of such Insurance Company hereunder extend to the receiver or the Director of such Domiciliary Regulator (the “Director”); and (ii) upon an order of liquidation of such Insurance Company, all books and records of such Insurance Company shall become the sole property of such Insurance Company or its estate and shall be transferred to the liquidator or the Director within ten (10) days of the entry of an order of liquidation in accordance with 215 ILCS 5/141b. No Provider shall have any automatic right to terminate this Agreement if an Insurance Company is placed in receivership. Furthermore, Provider(s) will continue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the Director, and will make them available to the receiver for so long as the Provider continues to receive timely payment for services rendered. 23. Costs Assumed on Behalf of Broker-Dealer. (a) Notwithstanding Section 2 of this Agreement, a Provider may agree that ADLLC will reimburse such Provider for services on a basis other than as provided in Section 2 above; provided that such basis provides for allocations of cost reasonably related to the services and associated costs performed by the Provider for the benefit of the Recipient.
8 1006503142v7 (b) Pursuant to Exchange Act Rule 17a-3, the Parties hereto acknowledge that ADLLC or any other Recipient registered as a broker or a dealer pursuant to Section 15 of the Securities Exchange Act of 1934 (“Company Broker-Dealer”) will make a record reflecting each expense and corresponding liability incurred relating to its business regardless of whether the liability is joint or several with any entity and regardless of whether a third party has agreed to assume the expense or liability. Such Company Broker-Dealer and the Provider agree that such Company Broker-Dealer will record all distribution-related expenses and administrative expenses and liabilities relating to its business on its books and records. Any expense recorded will be based on allocation methods consistent with Section 23(a) above. (c) Where the Provider agrees to assume the costs for services provided to a Company Broker-Dealer, such Company Broker-Dealer will not be obligated to reimburse the Provider, and the Provider will have no recourse to such Recipient, for the costs of such services. For any expenses that the Provider agrees to assume, the Provider and the Company Broker- Dealer agree to comply with the requirements specified in Section 3 of NASD Notice to Members 03-63 (Oct. 2003). [SIGNATURE PAGE FOLLOWS.]
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1006503142v7 Schedule A SERVICES AVAILABLE FROM SERVICE PROVIDERS 1. Human Resources 2. Operations 3. Legal 4. Tax 5. Audit Services 6. Information Technology 7. Facilities 8. Internal Controls 9. Compliance 10. Administration Services 11. Actuarial and Corporate Valuation 12. Finance 13. Management of Third-Party Contracts 14. Financial Planning and Analysis 15. Development of Asset and Investment Management Strategy 16. Executive/Financial Strategic and Operations Management 17. Capital Management (including Reinsurance) 18. Risk Management 19. Strategic Development
CONSOLIDATED FEDERAL INCOME TAX AGREEMENT BETWEEN EVERLAKE LIFE INSURANCE COMPANY; ELIC REINSURANCE COMPANY; EVERLAKE ASSURANCE COMPANY AND EVERLAKE DISTRIBUTORS, LLC THIS AGREEMENT, dated as of February 21, 2022 and effective as of November 1, 2021, is entered into between Everlake Life Insurance Company (“ELIC”), an Illinois domiciled stock life insurance company, and its wholly-owned subsidiaries, ELIC Reinsurance Company (“ELIC Re”), a special purpose captive insurance company organized under the laws of the state of South Carolina, Everlake Assurance Company, an Illinois domiciled stock life insurance company (“EAC”) and Everlake Distributors, LLC (“Distributors”) (each of ELIC Re, EAC and Distributors a “Subsidiary” and together, the “Subsidiaries”). WHEREAS, the Subsidiaries expect to file consolidated federal income tax returns with ELIC for each taxable period beginning on or after November 1, 2021 during which the Subsidiaries are permitted or required to file consolidated federal income tax returns with ELIC (or are disregarded as separate entities from ELIC or another such Subsidiary) (collectively, the “Affiliated Group”); and WHEREAS, it is desirable for ELIC and the Subsidiaries to enter into this Agreement to provide for (i) the allocation of consolidated federal income tax liability and (ii) the manner of computation of the amounts and times of payments by the Subsidiaries to ELIC and by ELIC to the Subsidiaries with respect to those taxable periods beginning on or after November 1, 2021 during which the Subsidiaries join in the filing of a consolidated federal income tax return with ELIC; NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and of other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: 1. The Subsidiaries shall join in the filing of a consolidated federal income tax return with ELIC for any taxable period beginning on or after November 1, 2021 for which the Subsidiaries are required or permitted to file such a return. The Subsidiaries agree (i) to file such consents, elections and other documents and (ii) to take such other action, all as may be necessary or appropriate to carry out the purposes of this paragraph 1. ELIC and the Subsidiaries shall cause any Subsidiary that is formed or acquired after the date hereof and that is an “includible corporation” as that term is defined in Section 1504 of the Internal Revenue Code (the “Code”) qualified to file a consolidated federal income tax return with ELIC (or a disregarded entity of ELIC or such a Subsidiary) to become a party hereto as an additional
2 Subsidiary hereunder. Where appropriate, all references to the Subsidiaries herein shall be interpreted to refer to any additional Subsidiary that becomes a party to this agreement pursuant to this paragraph 1. 2. If payments of consolidated estimated federal income tax are at any time required to be made (including any tax extension payments), ELIC may, at least 15 business days prior to the due date for such required payment, notify each Subsidiary of the estimated amount of its share of such amount as determined in paragraph 3. Each Subsidiary shall pay to ELIC the amount of the estimated tax payment not later than 3 business days after such notice. 3. Each Subsidiary’s share of the consolidated federal income tax liability shall be its “Separate Return Tax Liability”. Subject to paragraphs 4, 6 and 7, each Subsidiary’s Separate Return Tax Liability for a taxable year shall mean the amount of federal income tax liability that such Subsidiary would have incurred if it had filed a separate corporate federal income tax return with respect to such taxable year. For purposes of determining a Subsidiary’s Separate Return Tax Liability, there shall be taken into account, to the extent permitted or required under the Code: (i) the maximum corporate federal income tax rates, respectively, for net capital gain and for other taxable income; (ii) any increase in federal income tax liability during such taxable year as a result of the recapture of investment tax credit or any other tax credit arising in any taxable year to the extent such tax credits either reduced such Subsidiary’s Separate Return Tax Liability for any taxable year or resulted in such Subsidiary receiving a payment under paragraph 6 or paragraph 7 of this Agreement; (iii) the adjustments set forth in (a) through (h) of Treas. Reg. Section 1.1552- 1(a)(2)(ii) relating to, among other things, intercompany transactions and distributions; (iv) the same elections and methods of accounting as are used in the determination of the consolidated federal income tax liability for such taxable year of the Affiliated Group; and (v) any net operating loss and capital loss carrybacks and carryforwards, tax credit carrybacks and carryforwards, and other items for which no deduction, allowance or credit had been allowed for any prior taxable year. Notwithstanding anything to the contrary in this Agreement, any net operating and capital losses and any tax credits shall not be taken into account in determining such Subsidiary’s Separate Return Tax Liability in the event that ELIC has made a payment to such Subsidiary with respect to such losses or credits in any taxable year pursuant to paragraph 6 or paragraph 7 of this Agreement and such Subsidiary has not refunded such payment to ELIC. 4. Notwithstanding paragraph 3, if for any taxable year the Affiliated Group is required to pay any applicable corporate minimum tax, alternative minimum tax or similar tax imposed by the Code that is determined on a consolidated basis (a “Minimum Tax”), each
3 Subsidiary’s Separate Return Tax Liability for such taxable year shall be treated for all purposes of this Agreement as showing as due, in addition to any regular tax determined under paragraph 3, such Subsidiary’s share of the excess of the Affiliated Group’s Minimum Tax over the Affiliated Group’s regular consolidated federal income tax liability for such taxable year (determined without regard to such Minimum Tax), in each case as reasonably determined by ELIC. If for any taxable year any tax credit carryovers in respect of Minimum Taxes are utilized by the Affiliated Group, each Subsidiary’s Separate Return Tax Liability for such taxable year shall be determined for all purposes of this agreement by taking into account such Subsidiary’s share of such carryover, as reasonably determined by ELIC. 5. If the amount of a Subsidiary’s Separate Return Tax Liability for any taxable year is greater than the sum of the payments, if any, by such Subsidiary of consolidated estimated federal income tax for such taxable year under paragraph 2, upon the request of ELIC within 90 days after the day that the consolidated federal income tax return for such taxable year is filed, such Subsidiary shall pay the amount of such difference to not later than 3 business days after such notice. If a Subsidiary’s Separate Return Tax Liability for any taxable year is less than the sum of such payments, if any, by such Subsidiary of consolidated estimated federal income tax for such taxable year, ELIC shall pay the amount of such difference to such Subsidiary within 30 days of the day that the consolidated federal income tax return for such taxable year is filed. 6. Any net operating losses, capital losses or tax credits incurred by a Subsidiary in a taxable year which are not actually used to reduce such Subsidiaries’ Separate Return Tax Liability for such taxable year may be carried back (to the extent required or permitted under the Code, but without regard to any election by the Affiliated Group to forego the carryback of losses) to an earlier taxable year with respect to which a payment was made to ELIC under this Agreement. In such case, such Subsidiary’s Separate Return Tax Liability for such earlier taxable year shall be recomputed to give effect to such carryback items. ELIC shall pay to such Subsidiary the excess, if any, of the amount of such Subsidiary’s Separate Return Tax Liability for such earlier taxable year as originally computed over the amount of such liability as recomputed, subject to any adjustments as may be necessary to account for any applicable corporate minimum tax, alternative minimum tax or similar tax imposed in such earlier taxable year, as determined by ELIC pursuant to paragraph 4. 7. (a) If, for any taxable year, there is an “Aggregate Reduction in the Consolidated Federal Income Tax Liability of the Affiliated Group” that is attributable to any net operating losses, capital losses or tax credits of a Subsidiary (other than any net operating losses, capital losses or tax credits taken into account in the computation of such Subsidiary’s Separate Return Tax Liability for such taxable year or a prior taxable year), ELIC may in its sole discretion pay to such Subsidiary an amount equal to the Aggregate Reduction in the Consolidated Federal Income Tax Liability of the Affiliated Group that is attributable to such losses or tax credits. (b) For purposes of this paragraph 7, the phrase “Aggregate Reduction in the Consolidated Federal Income Tax Liability of the Affiliated Group” shall mean the excess, if any, of (i) the sum of the positive separate return tax liabilities, if any, of each member of the
4 Affiliated Group over (ii) the consolidated federal income tax liability of the Affiliated Group (which for this purpose shall not be less than zero). In determining whether any Aggregate Reduction in the Consolidated Federal Income Tax Liability of the Affiliated Group for a taxable year is attributable to a Subsidiary’s net operating losses, capital losses and tax credits (other than those taken into account in the computation of such Subsidiary’s Separate Return Tax Liability for such taxable year or a prior taxable year), there shall first be taken into account losses and tax credits of the Affiliated Group from such taxable year and then such losses and tax credits from the earliest prior year; provided, however, that such losses and tax credits from the same taxable year shall be treated as attributable to the members of the Affiliated Group on a pro rata basis. 8. The consolidated federal income tax liability shall, for purposes of determining earnings and profits, be allocated among the members of the consolidated return in accordance with any method permitted under the Code which is elected by the Affiliated Group. 9. If adjustments are made to a consolidated federal income tax return as filed by reason of (i) an amended return, (ii) a claim for refund or (iii) an audit by the Internal Revenue Service, then any such adjustment shall be reflected in the computation of the Subsidiaries’ Separate Return Tax Liability and, where appropriate, payment among the parties shall be made in a manner consistent with the terms of this Agreement. There shall also be reflected in any such payment any statutory interest, additions to tax and penalties resulting from any deficiency or overpayment of the consolidated federal income tax liability which relates to the Subsidiaries’ Separate Return Tax Liability. Any supplemental payments required as a result of the adjustment or any statutory interest, additions to tax and penalties thereon shall be made, in the case of a claim for refund, in no event later than 15 business days after the receipt of such refund by ELIC and, otherwise, upon the request of ELIC, at the earlier of (a) the time ELIC is required by law to make payment to the relevant taxing authority or (b) the time at which the adjustment is finally determined by settlement, adjudication or otherwise. The parties agree that any refunds received by ELIC in respect of the Affiliated Group’s consolidated federal income tax will be received by ELIC for itself and as nominee for the Subsidiaries. 10. In the event a Subsidiary is not included in a consolidated federal income tax return with ELIC, and such Subsidiary derives a tax benefit from the utilization in a separate federal income tax return (or in a consolidated federal income tax return filed by an affiliated group which does not include ELIC) of any net operating loss, capital loss, or tax credit carryovers which were given effect in computing any payment made under paragraph 6, such Subsidiary shall pay an amount equal to such tax benefit to ELIC. The payment under this paragraph 10 shall be made, in the case of a claim for refund or a refund based upon an audit adjustment, within 15 business days after the receipt of such refund and, in the case of a reduction in tax otherwise due with a federal income tax return, at the time at which the federal income tax return is filed. 11. The rights and obligations to make payments under paragraphs 2, 5, 6, 7 and 9 shall not apply to a Subsidiary with respect to any period of time (i) for which such Subsidiary is not an “includible corporation” qualified to file a consolidated federal income tax return with ELIC under Section 1504 of the Code, (ii) for which such Subsidiary files a separate federal
5 income tax return, or (iii) for which such Subsidiary joins in the filing of a consolidated federal income tax return by an affiliated group which does not include ELIC as a member. 12. The obligation of the parties to make payments under this Agreement shall not be subject to any counterclaims, setoffs, deductions, or any other claims that each party may have against the other party, except that each of the party’s obligations to make any payment hereunder shall be subject to adjustments and limitations expressly provided for herein and to any limitations imposed by applicable law. 13. All payments between the parties under this Agreement shall be made in cash. 14. This Agreement shall be terminated if (i) the Affiliated Group ceases or is terminated for any reason not in violation of or inconsistent with this Agreement or (ii) the parties agree in writing to such termination; provided, however, that, notwithstanding the termination of this Agreement, its provisions will remain in effect with respect to (a) any period of time during which the parties joined in the filing of a consolidated federal income tax return and (b) any obligation to make payment under paragraphs 2, 5, 6, 7 and 9. 15. The books, accounts, and records of the parties shall be maintained so as to clearly and accurately disclose the data required to comply with the terms of this Agreement and shall be made available to the parties and governmental agencies having jurisdiction over either or both of the parties for inspection during regular business hours. A complete copy of the relevant portions of the consolidated federal income tax return filed on behalf of ELIC shall be delivered to the Subsidiaries within a reasonable time after completion. Notwithstanding the termination of this Agreement, all materials, including, but not limited to, returns, work papers, supporting schedules, correspondence and other documents pertinent to said consolidated tax return, shall, at the request of the Subsidiaries or a governmental agency having jurisdiction over either or both of the parties, be made available for inspection at any time during normal business hours. All records shall be maintained in accordance with applicable law and regulations. 16. Any Subsidiary that is an insurance company required to prepare financial statements in accordance with the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (the “APPM”) shall account for income taxes incurred in a manner consistent with the guidance of the APPM. 17. This Agreement shall not be assignable by either party without the prior written consent of the other party and shall be binding upon, and inure to the benefit of, the successors, assigns and legal representatives of the parties hereto. 18. (a) In the event that there shall be a dispute between the parties concerning the meaning or interpretation of this Agreement, or the implementation of its terms and conditions, then such dispute shall be submitted to and settled by an arbitration panel in New York, New York. The laws of the State of New York shall govern any arbitration instituted pursuant to this paragraph 18.
6 (b) The arbitration panel shall consist of three arbitrators. Each party shall select an arbitrator from a list of arbitrators submitted by the American Arbitration Association and the two arbitrators so selected shall appoint a third arbitrator from such list. If the two arbitrators shall be unable to agree on a third arbitrator within 30 days after appointment of the second arbitrator, the third arbitrator shall be appointed by the person at that time acting as president of the American Arbitration Association. (c) The decision of a majority of the arbitrators shall be final and binding on the parties. The cost of such arbitration, including the fees of the arbitrators, shall be paid by the party against whom the majority of such arbitrators render their decision, unless the majority of such arbitrators decide otherwise. 19. This Agreement may be executed in several counterparts, each of which shall be considered an original.
7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. EVERLAKE LIFE INSURANCE COMPANY By: Name: Tyler (Doney) Largey Title: President and Chief Executive Officer ELIC REINSURANCE COMPANY By: Name: Tyler (Doney) Largey Title: President and Chief Executive Officer EVERLAKE ASSURANCE COMPANY By: Name: Tyler (Doney) Largey Title: President and Chief Executive Officer EVERLAKE DISTRIBUTORS, LLC By: Name: Tyler (Doney) Largey Title: Chairman of the Board Doney Largey (Feb 21, 2022 15:02 CST) Doney Largey Doney Largey (Feb 21, 2022 15:02 CST) Doney Largey Doney Largey (Feb 21, 2022 15:02 CST) Doney Largey Doney Largey (Feb 21, 2022 15:02 CST) Doney Largey
1007374821v13-Everlake - Tax Sharing Agreement (Life) FINAL Final Audit Report 2022-02-21 Created: 2022-02-21 By: Andrea Jaurigue ([email protected]) Status: Signed Transaction ID: CBJCHBCAABAAKbe9N-oeTudkUAvQmd8Hi0cKRTq9DROj "1007374821v13-Everlake - Tax Sharing Agreement (Life) FINA L" History Document created by Andrea Jaurigue ([email protected]) 2022-02-21 - 8:28:39 PM GMT Document emailed to Doney Largey ([email protected]) for signature 2022-02-21 - 8:30:42 PM GMT Email viewed by Doney Largey ([email protected]) 2022-02-21 - 9:01:44 PM GMT Document e-signed by Doney Largey ([email protected]) Signature Date: 2022-02-21 - 9:02:08 PM GMT - Time Source: server Agreement completed. 2022-02-21 - 9:02:08 PM GMT
PRIVILEGED AND CONFIDENTIAL EXECUTION VERSION 1006246581v4 INVESTMENT MANAGEMENT AGREEMENT This Investment Management Agreement (the “Agreement”), dated as of November 1, 2021 (the “Effective Date”), is by and between Allstate Life Insurance Company, a life insurance company domiciled in the State of Illinois (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”). WHEREAS, the Company desires that the Investment Manager supervise and direct the investment and reinvestment with respect to all of the assets in the Company's general account and any other accounts or sub-accounts of the Company (the assets in such accounts or sub-accounts, together with (i) all additions, substitutions and alterations thereto, and (ii) any other Subject Assets (as defined in the Side Letter, dated as of November 1, 2021, by and between the Investment Manager and Everlake US Holdings Company (f/k/a Antelope US Holdings Company) (“Parent”)) are collectively referred to herein as the “Account”), and the Investment Manager wishes to accept such appointment on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. Appointment of Investment Manager. On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, including those set forth in Schedule 1 attached hereto (as amended or supplemented from time to time by an agreement in writing of the Company and the Investment Manager, the “Investment Guidelines”), and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager acknowledges that it is a fiduciary and is required to act in accordance with its fiduciary duties under the Investment Advisers Act of 1940, as amended, and such fiduciary duties shall specifically include a duty of care and loyalty to Company. 2. Management Services; Duties and Powers of Investment Manager; Sub-Managers. (a) For the avoidance of doubt and without limiting the generality of the powers conferred upon it by Section 1, the Investment Manager shall be responsible for the investment and reinvestment of the assets of the Account in accordance with the Investment Guidelines. Subject to the Investment Guidelines, the Investment Manager shall have full authority and discretion with respect to the decisions to be made regarding the investment and reinvestment of the assets of the Account. In connection therewith, the Investment Manager shall have full authority as the Company’s true and lawful agent and attorney-in-fact, with full power of substitution and full power in its name, place and stead, without obtaining the prior approval of the Company and at the Company’s expense, to:
2 1006246581v4 (i) source, identify and evaluate investment opportunities for the Account, monitor and review the investments held in the Account and analyze the progress of such investments; (ii) make investment decisions in respect of the Account (including taking actions with respect to the acquisition, purchase, consummation, satisfaction, exchange, liquidation, transfer and other dispositions of investments); (iii) make investment representations on behalf of the Company in connection with making investments; (iv) enter into, make and perform all contracts, agreements, instruments and other undertakings for and on behalf of the Company and/or the Account as the Investment Manager may determine to be necessary, advisable or incidental to the carrying out of the purposes of this Agreement; (v) to buy, sell, sell short, hold and trade, on margin or otherwise and in or on any market or exchange within or outside the United States or otherwise, preferred and common stock of domestic and foreign issuers, securities convertible into preferred or common stock of domestic and foreign issuers, debt securities of and/or loans to domestic and foreign governmental issuers (including federal, state, municipal, governmental sponsored agency, global and regional development bank and export-import bank issuers) and domestic and foreign corporate issuers, investment company securities, money-market securities, partnership interests, mortgage and asset backed securities, foreign currencies and currency forwards, futures contracts and options thereon, bank and debtor-in-possession loans, trade receivables, repurchase and reverse repurchase agreements, commercial paper, other securities, futures and derivatives (including equity, interest rate and currency swaps, swaptions, caps, collars and floors), asset hedging, rights and options on all of the foregoing and other investments, assets or property selected by the Investment Manager in its discretion; (vi) to advise the Company to select, open, maintain or close one or more sub-accounts with any Custodian (as defined below) pursuant to the applicable Custodial Agreement (as defined below); (vii) to transfer funds (by wire transfer or otherwise) or securities (by transfer via the Depository Trust & Clearing Corporation or otherwise) (A) between the Account's Custodians (if more than one), (B) between sub-accounts maintained by any Custodian for the Account, (C) subject to Section 20(d), between the Account and any account owned by other clients of the Investment Manager or (D) to or from any brokers or dealers engaged by the Investment Manager on behalf of the Company in connection with the investments permitted herein; provided, that in recognition of the Investment Manager’s authority to transfer funds or securities between the Account’s Custodians, the Company will (i) provide a copy of this Agreement to each Custodian that will be sending any Account assets to non-affiliated Custodians and (ii) specify to such Custodian(s)
3 1006246581v4 the Company accounts maintained with Custodians, which shall be in a writing signed by the Company and provided to the sending Custodian that states with particularity the name and account numbers on sending and receiving accounts (including the ABA routing number(s) or name(s) of the receiving Custodian); (viii) to select and open, maintain, and close one or more trading accounts with brokers and dealers for the execution of transactions on behalf of the Company and to negotiate, enter into, execute, deliver, perform, renew, extend, and terminate all contracts, agreements, and other undertakings on behalf of the Company with brokers, dealers, prime brokers or other counterparties, including, but not limited to, executing broker agreements; and (ix) to effect such other investment transactions involving the assets in the Company's name and solely for the Account, including without limitation, to execute swaps, futures, options and other agreements with counterparties on the Company's behalf as the Investment Manager deems appropriate from time to time in order to carry out the Investment Manager's responsibilities hereunder. (b) The Investment Guidelines, including any amendments or supplements thereto, shall comply with the insurance laws and regulations of the State of Illinois applicable to investments of the Company (“Applicable Investment Law”). If, due to a change in Applicable Investment Law, the Company reasonably determines that the Investment Guidelines no longer conform to Applicable Investment Law, the Company may request revisions to the Investment Guidelines in order to cause the Investment Guidelines to conform to Applicable Investment Law, and the Investment Manager shall accept such revisions. (c) In accordance with the Investment Manager's policies and procedures set forth in Schedule 3 attached hereto, the Investment Manager or its agent is authorized, but shall not be required, to vote, tender or convert any securities in the Account; to execute waivers, consents and other instruments with respect to such securities; to endorse, transfer or deliver such securities or to consent to any class action, plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities; and the Investment Manager shall not incur any liability to the Company by reason of any exercise of, or failure to exercise, any such discretion in the absence of gross negligence or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, the Investment Manager may, in its own discretion, but with the prior verbal or written consent of the Company, delegate any or all of its discretionary investment, advisory and other rights, powers, functions and obligations hereunder to one or more investment advisers (each, a “Sub-Manager”), including to any of its Affiliates; provided, that (i) any such delegation shall be revocable by either the Investment Manager or the Company consistent with the terms and conditions related to the appointment of such Sub-Manager, (ii) no such designation shall relieve the Investment Manager from any of its obligations or liabilities hereunder, and the Investment Manager shall always remain responsible to the Company for all obligations or liabilities of such Sub-Manager with regards to providing such service or services as if provided by the Investment Manager and (iii) the Investment Manager shall be responsible for ensuring that any Sub-Manager complies with the Investment Guidelines. The Company shall be responsible for all fees and other remuneration
4 1006246581v4 payable to Sub-Managers in respect of delegations to Sub-Managers (the “Sub-Management Fees”); provided, that the Company shall not bear any Sub-Management Fees that, when combined with the Management Fee paid under this Agreement, would exceed an amount equal to 0.26% per annum of the Average Month-End Net Asset Value of the Account (an “Excess Fee Amount”), and any such Excess Fee Amount shall not constitute a liability or obligation of the Company but shall instead be payable to the Investment Manager (or its designee) by Parent or other affiliate of the Company. 3. Compensation; Expenses. (a) The Company agrees to pay, from the assets of the Account, the Investment Manager or its designee a management fee (“Management Fee”) for the services provided pursuant to this Agreement, calculated and paid in accordance with Schedule 2 attached hereto (b) The Investment Manager will be responsible for any costs and expenses of providing to the Account the office overhead necessary for the Account’s operations, except as otherwise expressly provided herein, and the compensation of the Investment Manager’s and its Affiliates’ personnel; provided, that the Company shall be responsible for (i) Sub-Management Fees payable in respect of delegations to Sub-Managers in accordance with Section 2(d) and (ii) Account Trading and Investment Expenses of the Investment Manager and Sub-Managers, in each case out of the assets of the Account (or as otherwise invoiced to the Company, in which case the Company shall pay any such Account Trading and Investment Expenses directly). For purposes of this Agreement, “Account Trading and Investment Expenses” shall include, without limitation: (i) all fees, costs and expenses of tax advisors, accountants, administrators, legal counsel, auditors, investment bankers, consultants, depositaries or custodians, operating partners and attorneys; (ii) all fees, costs and expenses, if any, incurred by or on behalf of the Account in developing, negotiating and structuring prospective or potential investments which are not ultimately consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees in respect of investments that are not ultimately consummated; (iii) all fees, costs and expenses incurred in developing, negotiating, structuring, trading, settling, monitoring and holding actual investments including, without limitation, any legal (including costs, expenses and fees charged or specifically attributed or allocated by the Investment Manager or its Affiliates to the Account or any funds, vehicles, products, customized solutions, single-investor funds and accounts in which the Account invests (collectively, the “Blackstone Funds”) or portfolio companies thereof for hours spent by its in-house attorneys and tax advisors to provide transactional legal advice or services to the Account (or the Blackstone Funds or portfolio companies thereof) on matters related to potential or actual investments, transactions and the ongoing legal operations of the Account (or the Blackstone Funds or portfolio companies thereof), which amounts
5 1006246581v4 shall not offset or reduce the Management Fee, Sub-Management Fees or any Blackstone Fund management fees); (iv) any costs and expenses associated with the organization and maintenance of any vehicle through which the Account directly or indirectly participate in investments; (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing, and settlement charges, expenses of any arbitration pursuant to Section 14, and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual investments (including, without limitation, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars); (vi) research-related expenses, including, without limitation, news and quotation equipment and services (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by the Account, the Investment Manager or its Affiliates in connection with such provision of services thereby); (vii) technology-related expenses, including, without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with the Account’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by the Account, the Investment Manager or its Affiliates in connection with such provision of services thereby); (viii) expenses relating to ongoing compliance-related matters and regulatory reporting obligations specifically relating to the Account’s activities (including, for greater certainty, expenses relating to the preparation and filing of Form PF, reports and notices to be filed with the U.S. Commodity Futures Trading Commission and/or reports, filings, disclosures and notices prepared in connection with the AIFMD or the laws and/or regulations of jurisdictions in which the Account engages in activities) and/or other regulatory filings, notices or disclosures of the Investment Manager and its Affiliates relating to the Account and its activities; (ix) interest and fees and expenses arising out of all borrowings made by the Account, including, but not limited to, the arranging thereof; (x) the costs of any litigation involving the Account or an investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or
6 1006246581v4 liability relating to the affairs of the Account, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification pursuant to Section 6; (xi) any liquidated damages, forfeited deposits, reverse termination fees or other similar payments with respect to an investment; expenses of liquidating the Account; (xii) expenses associated with the preparation of the Account’s periodic reports and related statements and other printing and reporting-related expenses (including other notices and communications) in respect of the Account and its activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by the Account, the Investment Manager or its Affiliates in connection with such provision of services thereby); (xiii) any taxes and/or tax-related interest, fees or other governmental charges (including, any penalties incurred where the Investment Manager lacks sufficient information from third parties to file a timely and complete tax return, as determined by the Investment Manager in good faith) levied against the Account and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Account; and (xiv) the expenses of the Independent Client Representative (if appointed). For the avoidance of doubt, Account Trading and Investment Expenses described above shall be understood to include the Account’s pro rata share of any such expenses borne directly or indirectly through any Blackstone Fund or other applicable underlying investment fund, vehicle or account. 4. Custodian. (a) The assets of the Account shall be held by one or more custodians, trustees or securities intermediaries duly appointed by the Company (each, a “Custodian”), in one or more accounts at each such Custodian pursuant to custodial, trust or similar agreements selected by the Company (each, a “Custodial Agreement”). The Investment Manager may advise the Company to open new sub-accounts under any Custodial Agreement, and cause the assets of the Account to be held in such sub-accounts established with the applicable Custodian in accordance with such Custodial Agreement. The Investment Manager is authorized to give instructions to each Custodian, in writing, with respect to all investment decisions regarding the Account. Nothing contained herein shall be deemed to authorize the Investment Manager to take or receive physical possession of any of the assets for the Account, it being intended that sole responsibility for safekeeping thereof (in such investments as the Investment Manager may direct) and the consummation of all purchases, sales, deliveries and investments made pursuant to the Investment Manager's direction shall rest upon the Custodians. The Custodians may be changed from time to time upon the written instructions of the Company. (b) The Company shall instruct each Custodian to send the Investment Manager duplicate copies of all Account statements given to the Company by the Custodian. The
7 1006246581v4 Company acknowledges that it receives Account statements from each Custodian at least quarterly. 5. Brokerage. The Company hereby delegates to the Investment Manager sole and exclusive authority to designate the brokers or dealers through whom all purchases and sales on behalf of the Account will be made. To the extent permitted by applicable law, such brokers or dealers may include Affiliates of the Investment Manager. The Investment Manager will determine the rate or rates, if any, to be paid for brokerage services provided to the Account. In selecting brokers or dealers to effect transactions on behalf of the Account, the Investment Manager, subject to its overall duty to obtain “best execution” of Account transactions, will have authority to and may consider the full range and quality of the ability of the brokers or dealers to execute transactions efficiently, their responsiveness to the Investment Manager's instructions, their facilities, reliability and financial responsibility and the value of any research or other services or products they provide. The Investment Manager will not be obligated to seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction for the Account or to select any broker-dealer on the basis of its purported posted commission rate. As long as the services or other products provided by a particular broker or dealer (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission interpretations of that section) and the Investment Manager determines in good faith that the amount of commission charged by such broker or dealer is reasonable in relation to the value of such “brokerage and research services,” the Investment Manager may utilize the services of that broker or dealer to execute transactions for the Account on an agency basis even if (i) the Account would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) the Account does not necessarily benefit from the research or products provided by that broker or dealer. 6. Limitation of Liability; Indemnification. (a) The Investment Manager does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that the Investment Manager may use, or the success of the Investment Manager's overall management of the Account. The Investment Manager does not provide any express or implied warranty as to the performance or profitability of the Account or any part thereof or that any specific investment objectives will be successfully met. The Company understands that investment decisions made by the Investment Manager on behalf of the Account are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. (b) The Investment Manager, any Affiliate of the Investment Manager or any member, partner, shareholder, principal, director, officer, employee or agent of the Investment Manager or any such Affiliate (each, an “Investment Manager Party”) shall not be liable for any loss, liability, damage, costs and expenses (including, without limitation, any interest, penalties and reasonable attorneys’ fees incurred in connection with the defense of proceedings) (“Losses”) resulting from: (i) any act or omission (including any such acts or omissions deemed to constitute willful misconduct, negligence, or bad faith) of any independent representative, consultant, independent contractor, broker, agent or other person who is selected, engaged or retained by the
8 1006246581v4 Investment Manager in connection with the performance of ministerial services, without investment management discretion, under this Agreement; provided, that such representative, consultant, independent contractor, broker, agent or other person is selected and monitored by the Investment Manager and its Affiliates, representatives or other related persons, as applicable, in good faith; (ii) any act or failure to act by any Custodian or any other third party; (iii) the failure by the Investment Manager to adhere to any limitations or restrictions contained in the Investment Guidelines as a result of changes in market value, additions to or withdrawals from the Account, portfolio rebalancing or other non-volitional acts of the Investment Manager; (iv) any act or omission by the Investment Manager in connection with the performance of its services under this Agreement, except in cases of gross negligence or willful misconduct by the Investment Manager of the obligations and duties of the Investment Manager under this Agreement; or (v) revisions to the Investment Guidelines pursuant to Section 2(b). The Investment Manager shall have no liability for any Losses suffered, and shall be fully indemnified by the Company for any Losses it may suffer, as the result of any actions it takes or any actions it does not take based on instructions received from any of the authorized persons of the Company reasonably believed by the Investment Manager to be genuine. The Investment Manager may consult with legal counsel at its cost and expense concerning any question which may arise with reference to this Agreement or its duties hereunder. (c) The Investment Manager shall indemnify, defend, hold and save harmless the Company, any Affiliate of the Company or any member, partner, shareholder, principal, director, officer, employee or agent of the Company or any such Affiliate (each, a “Company Party”) against any Losses to the extent arising from (i) any material inaccuracy in or breach of the representations and warranties made by the Investment Manager contained in Section 8(b), (ii) any material breach or material failure by the Investment Manager to perform any of its covenants or obligations contained in this Agreement, (iii) any gross negligence or willful misconduct by the Investment Manager of the obligations and duties of the Investment Manager under this Agreement or (iv) any act or omission by the Investment Manager deemed to constitute a breach of the standard of care set forth in Section 1 of this Agreement, in each case only as finally determined in a final decision on the merits by a court of competent jurisdiction in any action, suit or proceeding. (d) The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Company may have under those laws. 7. Termination. (a) Either party may terminate this Agreement upon thirty (30) calendar days' prior written notice (a “Termination Notice”) or such shorter period of time as the parties may agree in writing. (b) Termination of this Agreement shall not, however, affect liabilities and obligations incurred or arising from transactions initiated under this Agreement prior to the termination date, or consummation of any transactions initiated prior to the receipt by one party of the other party’s notice of termination. Following a Termination Notice, the Investment Manager shall work with the Company to effect a prompt and orderly transition of the portfolio; provided,
9 1006246581v4 however, that the Investment Manager will have no obligation to recommend any action with respect to, or to liquidate, the assets in the portfolio nor shall the Investment Manager be required to incur any out of pocket expense. 8. Representations, Warranties and Covenants. (a) The Company represents and warrants to the Investment Manager as follows: (i) the Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes a binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) the execution, delivery and performance of this Agreement by the Company do not violate (A) any law applicable to the Company, (B) any provision of the constituent documents of the Company, or (C) any agreement or instrument to which the Company is a party, except for such violations as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement; (iv) no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with the execution, delivery and performance of this Agreement other than those already obtained; (v) the Company is an insurance company; (vi) the Company is not an investment company (as that term is defined in the Investment Company Act of 1940, as amended) nor exempt from the definition of investment company by reason of Section 3(c)(1) of such Act; (vii) the Company is an “accredited investor” under Regulation D promulgated under the Securities Act of 1933, as amended; (viii) the Company is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Company will promptly notify the Investment Manager if the Company ceases to be a QIB; (ix) the Company is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and the Company will promptly notify the Investment Manager if the Company ceases to
10 1006246581v4 be a QEP, and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7 by the Investment Manager or any Sub-Manager, as the case may be; (x) the Company is a “qualified purchaser” (“QP”) as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the Company will promptly notify the Investment Manager if the Company ceases to be a QP; (xi) none of the assets contained in the Account are or will be “plan assets” of an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended; and (xii) the Company has adopted appropriate anti-money laundering policies and procedures consistent with the applicable requirements of the USA PATRIOT Act and any other applicable anti-money laundering laws and regulations; (xiii) the Company’s interest in any Investment shall be acquired and/or is being acquired for its own account solely for investment and not with a view to resale or distribution thereof (unless otherwise provided in this Agreement) and the Company has such knowledge and experience in financial and business matters that the Company is capable of evaluating the merits and risks of the terms and conditions of this Agreement including those risks associated with the investment program described hereunder, the term, fee and expense structure provided for hereunder and is able to bear such risks, including a complete loss of capital; (xiv) The Company acknowledges and agrees that, in accordance with Section 4, the Investment Manager shall under no circumstances act as custodian of the assets of the Account or any securities or other investments purchased or sold for the Account or cash pending contribution to or distribution from any such investment or take or have title to or possession of the assets of the Account or any securities or other investments purchased or sold for the Account. The Investment Manager shall not have the power or authority to amend the terms of any of the Company’s custody arrangements with respect to the Account or related cash or to appoint a custodian without the Company’s prior written consent. The Company shall notify each Custodian prior to its appointment as a custodian to the Account of the limitations with respect to the Investment Manager set out in this Section 8(a)(xiv); (xv) the Company has received a copy of the Investment Manager’s Form ADV Part 2A; and (xvi) each representation and warranty made herein by the Company shall be deemed made by the Company on a continual basis, as of each date this Agreement continues to be in effect, and the Company shall immediately notify the Investment Manager if any representation or warranty made herein ceases to be true in any material respect.
11 1006246581v4 (b) The Investment Manager represents and warrants, and with respect to clause (vi) below, covenants, to the Company as follows: (i) the Investment Manager has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement constitutes a binding obligation of the Investment Manager, enforceable against the Investment Manager in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) the execution, delivery and performance of this Agreement by the Investment Manager do not violate (A) any law applicable to the Investment Manager, (B) any provision of the articles of incorporation or by-laws of the Investment Manager, or (C) any agreement or instrument to which the Investment Manager is a party, except for such violations as would not have a material adverse effect on the ability of the Investment Manager to perform its obligations under this Agreement; (iv) no consent of any person, and no license, permit, approval or authorization of, exemption by, report to, or registration, filing or declaration with, any governmental authority is required by the Investment Manager in connection with the execution, delivery and performance of this Agreement other than those already obtained; (v) the Investment Manager is registered under the Investment Advisers Act of 1940, as amended, as an “investment adviser”; (vi) the assets in the account are and shall remain (A) the exclusive property of the Company; (B) held for the benefit of the Company; and (C) subject to the control of the Company (other than any such assets that are held in a reinsurance trust account, which shall be subject to the limitations of the applicable reinsurance trust agreement); and (vii) the Investment Manager shall continue to be registered under the Investment Advisers Act of 1940, as amended, as an “investment adviser” for as long as this Agreement is in full force and effect or until this Agreement is otherwise terminated in accordance with Section 7. 9. Asset Hedging Activities. The Company hereby authorizes the Investment Manager to enter into, in the name, and on behalf, of the Company, such over-the-counter, exchange traded and other asset hedging and derivative transactions with respect to the Account (including executing any and all contracts or agreements related thereto) as are permitted pursuant to the Investment Guidelines and in accordance with the Company’s derivative use plan as adopted by the Company’s Board of Directors (each such transaction, a “Derivative Transaction”) and any such Derivative Transaction shall be the responsibility of the Company.
12 1006246581v4 10. Notices. All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand, facsimile, e-mail, or mailed by first class, registered mail, return receipt requested, postage and registry fees prepaid and addressed as follows: (a) If to the Company: Allstate Life Insurance Company 3100 Sanders Road, Suite 303 Northbrook, IL 60062 Attention: Angela Fontana E-mail: [email protected] (b) If to the Investment Manager: Blackstone ISG-I Advisors L.L.C. 345 Park Avenue New York, New York 10154 Email: [email protected] Attention: Jeffrey Iverson General Counsel and Chief Compliance Officer Addresses may be changed by notice in writing signed by the addressee. 11. No Assignment. This Agreement may not be assigned by any party to this Agreement without the prior written consent of the other parties hereto and the receipt of prior approval or non-objection of the Illinois Department of Insurance. For purposes of the preceding sentence, the term “assign” shall have the meaning given the term “assignment” in Section 202(a)(1) of the Advisers Act and Rule 202(a)(1)-1 thereunder. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the parties hereto and their successors and permitted assigns, in each case provided that such successor or assignee agrees to be bound by the terms and conditions of this Agreement. 12. Governing Law. To the extent consistent with any mandatorily applicable federal law, this Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law thereof that would permit or require the application of the law of another jurisdiction and are not mandatorily applicable by law. 13. Illinois Insurance Law Requirements. (a) If the Company is placed in receivership or seized by the Director of the Illinois Department of Insurance (the “Director”) under the Article XIII of the Illinois Insurance Code: (1) all of the rights of the Company under this Agreement extend to the receiver or the Director; and (2) all books and records will immediately be made available to the receiver or the Director and shall be turned over to the receiver or the Director immediately upon the receiver's or the Director 's request.
13 1006246581v4 (b) The Investment Manager does not have any automatic right to terminate the agreement if the Company is placed in receivership pursuant to Article XIII of the Illinois Insurance Code. (c) The Investment Manager agrees to continue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the Director under Article XIII of the Illinois Insurance Code, and will make them available to the receiver for so long as the Investment Manager continues to receive timely payment for services rendered. (d) Other than in respect of investments permitted by the Investment Guidelines and applicable investment laws and regulations under the Illinois Insurance Code, the Company shall not advance funds to the Investment Manager under this Agreement, except to pay fees and expenses pursuant to the terms of this Agreement. 14. Arbitration. Any controversy arising out of or in connection with this Agreement shall be settled by arbitration in New York City in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and any award rendered thereon shall be enforceable in any court of competent jurisdiction. Without giving effect to Section 12, any such arbitration and this Section 14 shall be governed by Title 9 of the U.S. Code (Arbitration). 15. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the forgoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph. 16. Right to Audit. The Company and it representatives shall have the right, at its own expense, to conduct an audit of the relevant books, records and accounts of the Investment Manager related to the Account during normal business hours upon giving reasonable notice of their intent to conduct such an audit (including for the purpose of overseeing the services provided hereunder by the Investment Manager and monitoring such services on an annual basis for quality assurance as required by Section 654.30(c)(2)(E) of Title 50 of the Illinois Administrative Code). In the event of such audit, the Investment Manager shall comply with the reasonable requests of the Company and its representatives and provide access to all books, records and accounts necessary to the audit and the Company shall reimburse the Investment Manager for its reasonable costs and expenses in connection with such audit. 17. Books and Records. All books and records developed or maintained under or related to this Agreement shall remain the property of the Company and under its control. The Investment Manager shall keep and maintain proper books and records wherein shall be recorded the business transacted by it on behalf of, in the name of, or on account of the Company in respect of the Account.
14 1006246581v4 18. Reports. The Investment Manager shall furnish the Company with such reports relating to the Account as the Company shall from time to time reasonably require. In addition, the Company represents, and the Investment Manager acknowledges, that the Company has ongoing reporting obligations as a result of regulatory requirements and commitments applicable to the Company as an insurance company, and in connection therewith, the Investment Manager agrees to use commercially reasonable efforts to provide such information and available personnel as the Company may from time to time reasonably request as necessary for the Company’s compliance with such reporting obligations. 19. Force Majeure. No party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or gross negligence of the offending party. Such causes may include, but are not restricted to, acts of God or of the public enemy, terrorism, acts of the state in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions and freight embargoes. 20. Non-Exclusive Dealings with and by Investment Manager Parties; Conflicts of Interest. (a) Although nothing herein shall require the Investment Manager to devote its full time or any material portion of its time to the performance of its duties and obligations under this Agreement, the Investment Manager shall furnish continuous investment management services for the Account and, in that connection, devote to such services such of its time and activity (and the time and activity of its employees) during normal Business Days and hours as it shall reasonably determine to be necessary for the Account to achieve its investment objective(s); provided, however, that nothing contained in this Section 20(a) shall preclude the Investment Manager Parties from acting, consistent with the foregoing, either individually or as a member, partner, shareholder, principal, director, trustee, officer, official, employee or agent of any entity, in connection with any type of enterprise (whether or not for profit), regardless of whether the Company, Account or any Investment Manager Party has dealings with or invests in such enterprise. (b) The Company understands that the Investment Manager will continue to furnish investment management and advisory services to others, and that the Investment Manager shall be at all times free, in its discretion, to make recommendations to others which may be the same as, or may be different from those made to the Account. The Company further understands that the Investment Manager Parties may or may not have an interest in the securities whose purchase and sale the Investment Manager may recommend. Actions with respect to securities of the same kind may be the same as or different from the action which the Investment Manager Parties or other investors may take with respect thereto. Furthermore, the Company understands and agrees that each Investment Manager Party shall have the right to engage, directly or indirectly, in the same or similar business activities or lines of business as the Investment Manager and any other Investment Manager Party and no knowledge or expertise of any Investment Manager Parties or any opportunities available to such Investment Manager Parties shall be imputed to the Investment Manager or any other Investment Manager Parties.
15 1006246581v4 (c) The Company agrees that the Investment Manager may refrain from rendering any advice or services concerning securities of companies of which any of the Investment Manager Parties are directors or officers, or companies as to which the Investment Manager Parties have any substantial economic interest or possesses material non-public information, unless the Investment Manager either determines in good faith that it may appropriately do so without disclosing such conflict to the Company or discloses such conflict to the Company prior to rendering such advice or services with respect to the Account. (d) From time to time, when determined by the Investment Manager to be in the best interest of the Company, the Account may purchase securities from or sell securities to another account (including, without limitation, public or private collective investment vehicles) managed, maintained or trusteed by the Investment Manager or an Affiliate at prevailing market levels in accordance with applicable law and utilizing such pricing methodology determined to be fair and equitable to the Company in the Investment Manager's good faith judgment. (e) Consistent with applicable law, the Company hereby authorizes the Investment Manager to effect securities transactions on behalf of the Account with its affiliated broker-dealers, and understands that such affiliated broker-dealers may retain commissions in connection with effecting any transactions for the Account. The Investment Manager and any affiliated broker-dealers are also hereby authorized, consistent with applicable law, by the Company to execute agency cross transactions on behalf of the Account. Agency cross transactions may facilitate a purchase or sale of a block of securities for the Account at a predetermined price and may avoid unfavorable price movements which might otherwise be suffered if the purchase or sale order were exposed to the market. However, the Investment Manager and its affiliated broker-dealers may receive commissions from, and therefore may have a potentially conflicting division of loyalties and responsibilities regarding, both parties to an agency cross transaction. The Company understands that its authority to the Investment Manager to effect agency cross transactions for the Company is terminable at will without penalty, effective upon receipt by the Investment Manager of written notice from the Company. 21. Aggregation and Allocation of Orders. The Company acknowledges that circumstances may arise under which the Investment Manager determines that, while it would be both desirable and suitable that a particular security or other investment be purchased or sold for the account of more than one of the Investment Manager's clients' accounts, there is a limited supply or demand for the security or other investment. Under such circumstances, the Company acknowledges that, while the Investment Manager will seek to allocate the opportunity to purchase or sell that security or other investment among those accounts on a fair and reasonable basis, the Investment Manager shall not be required to assure equality of treatment among all of its clients (including that the opportunity to purchase or sell that security or other investment will be proportionally allocated among those clients according to any particular or predetermined standards or criteria). Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Account, the Investment Manager may average the various prices and charge or credit the Account with the average price. 22. Investment Manager Independent. For all purposes of this Agreement, the Investment Manager shall be deemed to be an independent contractor and shall have no authority
16 1006246581v4 to act for, bind or represent the Company or the Company's shareholders in any way, except as expressly provided herein, and shall not otherwise be deemed to be an agent of the Company. Nothing contained herein shall create or constitute the Investment Manager and the Company as a member of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, nor shall anything contained herein be deemed to confer on any of them any express, implied, or apparent authority to incur any obligation or liability on behalf of any other person, except as expressly provided herein. 23. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. There are no understandings between the parties with respect to the subject matter of this Agreement other than as expressed herein. 24. Severability. To the extent this Agreement may be in conflict with any applicable law or regulation, this Agreement shall be construed to the greatest extent practicable in a manner consistent with such law or regulation. The invalidity or illegality of any provision of this Agreement shall not be deemed to affect the validity or legality of any other provision of this Agreement. 25. Counterparts; Amendment. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may not be modified or amended, except (a) by an instrument in writing signed by the party to be bound or as may otherwise be provided for herein and (b) as approved or non-objected to by the Illinois Department of Insurance. 26. Business Day. For the purpose of this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions are authorized or required by law or executive order to close in Chicago, Illinois or New York, New York. 27. Affiliate. For the purpose of this Agreement, “affiliate” or “Affiliate” shall mean, with respect to any natural person, firm, limited liability company, general partnership, limited partnership, joint venture, association, corporation, trust, unincorporated organization, governmental authority or other entity (“person”), any other person that directly or indirectly controls, is controlled by, or is under common control with, such person. “Control” (including the terms, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. [Remainder of page intentionally left blank.]
Signature Page Investment Management Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and year first above written. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT. Blackstone ISG-I Advisors L.L.C. Name: Jeffrey Iverson Title: Chief Operating Officer Allstate Life Insurance Company Name: Title:
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IG-1 1006246581v4 Schedule 1 Investment Guidelines Capitalized terms used but not otherwise defined in these Investment Guidelines have the meanings ascribed to such terms in the Investment Management Agreement. T he Investm ent Guidelinesw illbe am ended to reflect any future changesin IllinoisInsurance L aw toconform toapplicableIllinoisinvestm entlaw s. I. Investment Objectives T heCom pany’sInvestm entO bjectivesareto: Ensure the prudent m anagem ent of the Com pany’sinvestm ents,taking into consideration preservation of principal, reasonable investm ent and issuer diversification, yield and return, stability in value, and liquidity, so that obligationsto Com pany policyholdersare adequately m et and the Com pany’s financialstrengthissufficienttocoverreasonably foreseeablebusinessneeds. S atisfy allrequirem entsunderIllinoisInsurance L aw governing the Com pany’s investm ent activities,including the quality,m aturity,and diversification of investm ents. O versee investm entstrategiesthat are intended to assure thatthe investm ents and investm ent practicesare appropriate for the businessconducted by the Com pany,includingthenatureanddurationofitsliabilities. Ensure thatthe investm entstrategiesim plem ented by the Investm entM anager areappropriateforan insurerw ith the productm ix,liquidity needs,and scale of theCom pany. II. Board Oversight T he m anagem ent ofthe Account shallat alltim esrem ain underthe oversight ofthe Board of Directorsofthe Com pany. T he Com pany’sm anagem ent w illoversee the ongoing activitiesof the Investm ent M anager to achieve the Com pany’sobjectivesw ithin itsrisk,capitaland liquidity tolerances. T he Com pany reservesthe right to review and direct asneeded specific investm entactivity toachieveitsobjectives. III. Eligible Investments T he Investm entM anagershallhave fullauthority to buy and sellinvestm entsfortheCom pany totheextentperm ittedby IllinoisInsuranceL aw ,includingasdescribedbelow . T he follow ing investm entsshallbe deem ed eligible investm entsforthe Com pany underthe Investm entP olicy and Guidelines:
IG-2 1006246581v4 Cash equivalents: S hort-term ,highly rated and highly liquid investm entsorsecurities readily convertibletoknow nam ountsofcashw ithoutpenalty,including: o Governm entm oney m arketm utualfundsandclassonem oney m arketm utualfunds o S hort-term :Investm entsw itharem ainingterm tom aturity of90 daysorless o Highly rated:Investm entrated "P -1"by M oody'sInvestorsS ervice,Inc.,or"A-1"by S &P ,oritsequivalentratingby anationally recognized statisticalratingorganization recognizedby theS VO U .S .T reasury andagency securities CanadianGovernm entand agency securities Debtsecuritiesofdom esticandforeigngovernm ents Debtsecuritiesofdom esticandforeigncorporateissuersoraR EIT P referredandcom m onstockofdom esticandforeignissuers Assetbackedsecurities M ortgagebacked securities M ortgageloans R ealestate,realproperty Equity interests,lim itedpartnershipinterests S ecuritieslendingrepurchase,reverserepurchaseanddollarrolltransactions Derivative instrum ents: Including options,w arrantsused in ahedging transaction and not attached to another financialinstrum ent,caps,floorscollars,sw aps,forw ards, futuresandany otheragreem ents,optionsorinstrum entssubstantially sim ilarthereto. R ated creditinstrum ents S pecialratedcreditinstrum ents Investm ent vehiclescontrolled and m anaged by affiliatesofthe Investm ent M anager (“ Affiliated Funds” ),w hich m ay include com m ingled orsingle investor,pooled orsingle purpose,funds and other separately m anaged account arrangem ents and assets Investm ent strategiesstructured and m anaged by affiliatesofthe Investm entM anager (“ AffiliatedS trategies” ) Investm entsin debt obligationsorequity ofany portfolio entitiesofAffiliated Funds; debtobligationsorequity m anaged,originated orserviced by the Investm entM anager, itsaffiliatesorportfolio entitiesofAffiliated Funds;securitizationsm anaged,originated
IG-3 1006246581v4 orserviced by the Investm ent M anager,itsaffiliatesorportfolio entitiesofAffiliated Funds. Investm entsthatareeligibleforthepaym entoraccrualofinterestordiscount(w hether in cash orotherform sofincom e orsecurities),eligible to receive dividends,orother distributionsorisotherw iseincom eproducing. IV. Investment Limits Alllim itsreferredtohereinarew ithrespecttostatutory bookvalue. Ifthe Com pany acquiresadditionalinvestm entsthat exceed the quantitative lim itationsof certain provisionsof IllinoisInsurance L aw ,then the Com pany shallm anage the P ortfolio consistentw ithIllinoisInsuranceL aw orasapproved by theDirector,and asappropriateforthe Com pany. T heCom pany m ay acquireorhold asadm ittedassetsinvestm entsthatdonototherw isequalify underIllinoisInsurance L aw ,orexceed the lim itsand capson investm entsofadm itted assets underIllinoisInsurance L aw ,in am annerconsistent w ith the provisionsofIllinoisInsurance L aw ,orasapprovedby theDirector. Eligible Investments Limits Investment Type Maximum Limit Special Rated Credit Instruments 5% Canadian Investments Issued,assum ed,guaranteed,insuredby CanadianGov’tor CanadianGS E N otissued,assum ed,guaranteed,insuredby CanadianGov’tor CanadianGS E 40% 40% 25% Foreign Investments (Excluding Canada) S ingleforeignjurisdictionw ithN AIC 1 rating S ingleforeignjurisdictionw ithN AIC 2-6 rating Excluded:CollateralizedL oanO bligations(CL O s)thathaveaU .S basedco-issuerw hereatleast80% ofsuchCL O ’sassetsm ustbe investedinobligationsofissuersdom iciledororganizedintheU .S . 20% 10% 3% Foreign Currency S ingleforeignjurisdictionw ithsovereignratingofN AIC 1 S ingleforeignjurisdictionw ithsovereignratingofN AIC 2-6 Excluded:Foreigncurrency hedgedtoU .S .Dollar 10% 10% 3% Preferred Stocks Qualifying as Rated Credit Instruments (Excluding foreign investments) N otsinkingfundstocksandratedbelow N AIC 2 33.33% 15% Mortgages Loans
IG-4 1006246581v4 ConstructionL oans 2% Real Estate T otalm ortgageloananddirectrealestateinvestm ent 45% Leased Personable Property 2% Equity Interests N otlistedonqualifiedexchange(excludingm utualfunds) 20% 5% 1. Credit Quality Limits T heP ortfolioism anagedw ithinthefollow ingratingguidelines: N AIC R ating 1 and 2 0 – 100% 3-6 0 – 20% 4-6 0 – 10% 5-6 0 – 3% 6 0 – 1% 1. Asset Class Requirements Asset classrequirem entsw illbe consistent w ith IllinoisInsurance L aw and appropriate fortheCom pany. 2. Stock Limits N om orethan20% oftheP ortfoliom ay beinvested inunaffiliatedequity interests P referredstockandhybrids o T he Com pany m ay invest in preferred stocksthat qualify asR ated Credit Instrum ents(asdefined in the IllinoisInsurance Code)ofsolvent institutionsin the U nited S tates and Canada consistent w ith Illinois Insurance L aw and appropriatefortheCom pany. o N o m ore than 3% ofthe portfolio m ay be invested in the preferred stockofan unaffiliatedsingleissuer S ingleissuer o N o m ore than 3% ofthe P ortfolio m ay be invested in equity interestsofan unaffiliatedsingleissuer o N o m ore than 5% ofthe P ortfolio m ay be invested in equity intereststhat are notlistedonaforeignorU .S .securitiesexchange
IG-5 1006246581v4 3. Partnership Limit T he Com pany m ay investin partnership interestsconsistentw ith IllinoisInsurance L aw and asappropriatefortheCom pany. 4. Foreign Limits T he Com pany shallinvest in securitiesissued by foreign issuersand foreign currenciesin a m annerconsistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany. 5. Single Issuer Limits Consistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany,theCom pany’s exposuretosingleissuersislim itedtoprotectagainsttheriskofconcentratedexposureto any oneentity.T heCom pany shallnotacquire,directly orindirectly,aninvestm entif,asa resultofandaftergivingeffecttotheinvestm ent,theinsurerw ouldholdm orethan3% of itsadm ittedassetsininvestm entsofalkindsissued,assum ed,accepted,guaranteed,or insuredby asingleperson. Single Issuer Limits: Sector Sector/Rating Maximum Limit Rated credit instrument by SVO Includes:ABS N AIC 1-2 Includes:M ortgagerelated(singleasset) Excludes:M ortgagerelated(poolofassets) Excludes:Financialguaranty insurerw ithhighestN R S R O rating 3% S eeBelow N /A ABS (Single asset or pool of assets) N AIC 3-6 N AIC 4-6 1% 0.5% Mortgage Related (Pool of assets) 5% Mortgage Loans (One secured location) ConstructionL oans 1% 0.25% Leased Personable Property (item of property) 0.5% 6. Reverse Repurchase Transaction, Securities Lending, and Dollar Roll Limits R everserepurchasing,securitieslendinganddollartransactionsm ay beutilizedforthepurpose ofbridgingshortterm fundinggaps. Any transactionm ustterm inatenolaterthanoneyear from itsinception. N om orethan40% ofadm itted assetsm ay besubjecttoreverse repurchasing,repurchasing,orsecuritieslendingagreem ents. T hislim itationexcludes collateralpostedtotheFHL B.
IG-6 1006246581v4 Inadollarrolltransaction(thesaleofsecuritiesissues,assum ed,orguaranteedby thefederal housingagenciesw iththeobligationtopurchasenom orethan96 dayslatersubstantially sim ilarsecurities),cashreceivedby theCom pany m ustequalatleast100% ofthem arketvalue ofthesecuritiestransferredtothecounterparty. 7. FX Exposures T heCom pany w illm anageitsforeigncurrency exposureconsistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany. 8. Maturity T heCom pany w illm anagedurationobjectivesforinvestm entsw ithintargetsdeterm ined as appropriatefortheCom pany consistentw iththeCom pany’sassetliability m anagem entpolicy. 9. Derivatives Derivativesm ay beusedinhedgingtransactions. Derivative Limits Type Maximum Limit Hedging Transactions Aggregatestatem entvalueofoptions,caps,floorsandw arrantsnot attachedtoanotherfinancialinstrum entpurchased Aggregatestatem entvalueofoptions,capsandfloors Aggregatepotentialexposureofcollars,sw aps,forw ardsandfutures 7.5% 3% 6.5% Income Generation Transactions 10% Replication Transactions S ubjecttoallprovisionsasiftransactionconstituteddirectinvestm ent Counterparty exposurelim itsinhedgingtransactionsaretobecalculatedinaccordancew ith IllinoisInsuranceL aw .
IG-7 1006246581v4 10. Real Estate Bonds and Mortgages T heCom pany w illm anageitsrealestateandm ortgageinvestm entsconsistentw ithIllinois InsuranceL aw and asappropriatefortheCom pany. Other Limits Sector Mortgage Loans FirstL ien S econdL ien Domestic jurisdiction 90% ofthefairm arketvalueoftherealestateifthe m ortgageloanissecuredby apurchasem oney m ortgage 80% ofthefairm arketvalueoftherealestate,ifloan requiresim m ediatescheduledpaym entinperiodic installm entsofprincipalandinterest,hasanam ortization periodof30 yearsorlessandperiodicpaym entsm adeno lessfrequently thanannually. Forresidentialm ortgage loans,the80% lim itationm ay beincreasedto97% if acceptableprivatem ortgageinsurancehasbeenobtained 75% ofthefairm arketvalueoftherealestateform ortgage loansthatdonotm eettherequirem entsabove Com pany m ustbeholderoffirstlien Credit Lease Transactions Exempt from Mortgage Loan limits above if: T heloanam ortizesovertheinitialfixedleaseterm atleast inanam ountsufficientsothattheloanbalanceattheend oftheleaseterm doesnotexceedtheoriginalappraised valueoftherealestate; T heleasepaym entscoverorexceedthetotaldebtservice overthelifeoftheloan; A tenantoritsaffiliatedentity,w hoseratedcredit instrum entshaveaS VO 1 or2 designationoracom parable ratingfrom anationally recognizedstatisticalrating organizationrecognizedby theS VO ,hasafullfaithand creditobligationtom aketheleasepaym ents; T heinsurerholdsoristhebeneficialholderofafirstlien m ortgageontherealestate; T heexpensesoftherealestatearepassedthroughtothe tenant,excludingexterior,structural,parkingandheating, ventilationandairconditioningreplacem entexpenses, unlessannualescrow contributions,from cashflow sderived from theleasepaym ents,covertheexpenseshortfall;and T hereisaperfectedassignm entoftherentsduepursuant totheleaseto,orforthebenefitof,theinsurer.
IG-8 1006246581v4 11. Investment in Affiliated Funds and Strategies Investm entsinaffiliatedfundsandaffiliated strategiesshallbeundertakenasrequired by IllinoisInsuranceL aw and asappropriatefortheCom pany. P riortoundertakingany investm entinanaffiliatethatisequaltoorexceedsthelesser of3% ofCom pany’sadm itted assetsor25% oftheCom pany’ssurplusasregards policyholdersasofthe31stday ofthepriorDecem ber,theCom pany w illprovidethe Directorw ithaForm D P riorN otificationofT ransactionandseektheDirector’sapproval ornon-disapprovalthereof. Allinvestm entsinaffiliatesshallbereported inany Form B oram endm enttheretofiled w iththeDirector.
Sch. 2-1 1006246581v4 Schedule 2 Management Fee Schedule Capitalized terms used but not otherwise defined in this Schedule 2 have the meanings ascribed to such terms in the Investment Management Agreement. 1. Management Fee: In consideration of the services performed under the Agreement, the Company shall pay the Investment Manager a “Management Fee” for each calendar quarter equal to the per annum Average Month-End Management Fee Rate for such quarter of the Average Month-End Net Asset Value. Effective as of the Effective Date, the Management Fee Rate will be calculated based on the aggregate assets under management of the Company and other subsidiaries of Parent by the Investment Manager, such that the Investment Manager’s per annum Management Fee will be 0.26% of such aggregate assets under management up to $25 billion, 0.24% of such aggregate assets under management above $25 billion and up to $50 billion, 0.22% of such aggregate assets under management above $50 billion and up to $100 billion, and 0.20% of such aggregate assets under management above $100 billion. Accordingly, the “Management Fee Rate” for the Account shall, for any calendar month, be equal to: if the aggregate month-end net asset values of the Account and each other account of Parent and its subsidiaries managed by the Investment Manager (in each case) with adjustments for contributions to, or withdrawals from, the Account during such month (“Aggregate AUM”) are less than or equal to $25 billion, 0.26%; if Aggregate AUM exceeds $25 billion, but is less than or equal to $50 billion, the result of (x) divided by (y), where (x) is equal to the sum of (i) 0.26% multiplied by $25 billion and (ii) 0.24% multiplied by the excess of Aggregate AUM for such month over $25 billion and where (y) is equal to Aggregate AUM for such month; if Aggregate AUM exceeds $50 billion, but is less than or equal to $100 billion, the result of (x) divided by (y), where (x) is equal to the sum of (i) 0.26% multiplied by $25 billion, (ii) 0.24% multiplied by $25 billion and (iii) 0.22% multiplied by the excess of Aggregate AUM for such month over $50 billion and where (y) is equal to Aggregate AUM for such month; and if Aggregate AUM exceeds $100 billion, the result of (x) divided by (y), where (x) is equal to the sum of (i) 0.26% multiplied by $25 billion, (ii) 0.24% multiplied by $25 billion, (iii) 0.22% multiplied by $50 billion and (iv) 0.20% multiplied by the excess of Aggregate AUM for such month over $100 billion and where (y) is equal to Aggregate AUM for such month. The “Average Month-End Management Fee Rate” for each calendar quarter shall be the average of the Management Fee Rates for each calendar month end during such calendar quarter.
Sch. 2-2 1006246581v4 The “Average Month-End Net Asset Value” for a calendar quarter shall be the average of the month-end net asset values of the Account during such calendar quarter with adjustments for contributions to, or withdrawals from, the Account during such period. If the period in respect of which a Management Fee is payable is less than a calendar quarter, then the Management Fee shall be pro-rated accordingly. 2. Valuation. The Custodian shall be responsible for determining the value of the Account and shall submit a proposed valuation of the Account as of each month-end to the Investment Manager. The parties agree to negotiate in good faith as to any objections raised by the Investment Manager about the valuation of assets in the Account for purposes of determining the Management Fee. 3. Payment of Fees: The Management Fee will be calculated, billed, and paid quarterly in arrears, based on the Average Month-End Management Fee Rate and the Average Month-End Net Asset Value of the Account as of the last Business Day of each and all of the three calendar months during the relevant quarter, or in the case of any partial quarterly period, the last day of each calendar month during the relevant period and the last Business Day of such period. Any fee payable by the Company hereunder will be paid by Company within ten (10) Business Days following receipt by the Company of an invoice for such fee, detailing the calculation of such fee. Upon termination of the Agreement, any outstanding Management Fee shall become immediately payable by the Company
Sch. 3 1006246581v4 Schedule 3 Proxy Policies and Procedures Schedule [See attached.]
Highly Confidential BLACKSTONE ISG-I ADVISORS L.L.C. PROXY VOTING POLICIES AND PROCEDURES UPDATED: AUGSUT 2017 I. Policy When the Advisor has discretion to vote the proxies of its Clients, the Advisor will vote these proxies in the best interest of the Clients and in accordance with these policies and procedures. These policies and procedures are a supplement to, and form a part of, BISA’s Supplemental Policies & Procedures. Capitalized terms used in these Proxy Voting Policies & Procedures without definition are defined in the Supplemental Policies & Procedures. II. Proxy Voting Procedures For the Advisor, proxies may arise in the context of requests for consent or other votes requested by portfolio companies. All proxies will be received by the BISA Operations and Fund Administration Team or the third party Fund Administrator for the applicable Client and will be sent to the Advisor’s compliance team, who are responsible for monitoring and documenting the proxy voting process. The Fund Administrator will then: 1. Deliver a summary of the proposed changes to the portfolio management team Lead (the “PMT Lead”), who will determine the appropriate course of action. 2. Provide the PMT Lead with a list of Clients that invest in the portfolio company in question and the date by which the Advisor must vote the proxy. 3. Complete the consent form provided by the portfolio company and prepare it for execution by the appropriate authorized signatory. All proxies will be returned by the BISA Operations and Fund Administration Team or the third party Fund Administrator to the relevant addressee. 4. Maintain records relating to each proxy, including: (i) a copy of the proxy; (ii) the voting decision with regard to the proxy; (iii) any documents created by the Advisor, or others, that were material to the voting decision; (iv) a record of each written request from an investor for proxy voting information; and (v) the Advisor's written response to any such request (oral or written). Such records shall be maintained by the Advisor’s compliance team and the BISA Operations and Fund Administration Team or the third party Fund Administrator for a period of not less than 5 years, the first two years in the BISA Operations and Fund Administration Team or the third party Fund Administrator’s offices in either hard copy or electronic copy form, from the end of the fiscal year during which the records were last updated. 5. Maintain a copy of these policies and procedures and all amendments thereto.
If a Client holds publicly traded securities, the Client’s securities may be borrowed, hypothecated, rehypothecated or pledged by the Client’s custodian on the record date for determining eligibility to vote a proxy. In such case, the Client typically will not be eligible to vote the securities. The Advisor does not believe it is necessary or practical to insist that the custodians “lock up” the Client’s securities at all times (i.e., not allow the Client’s securities to be borrowed, hypothecated, rehypothecated or pledged). However, the Advisor will request that the custodian “lock up” the Client’s securities on a record date if the vote in question is material to the Client’s investments. III. Voting Guidelines In the absence of specific voting guidelines from a Client, the Adviser will vote proxies in the best interests of the Client, as determined by the Adviser in its discretion. The Adviser may elect not to vote certain routine proxies where the Adviser determines that doing so would be unduly burdensome. IV. Conflicts of Interest The Advisor’s General Counsel and compliance team will identify any conflicts that exist between the interests of the Advisor and its Clients. This examination will include a review of the relationship of the Advisor and its Affiliates with the issuer of the security to determine whether the manager or issuer has any relationship with the Advisor or an Affiliate. If a material conflict exists, the Advisor will determine the appropriate course of action. Such course of action may include, without limitation, consulting with the Client or following the recommendation of a proxy consulting firm that is not an Affiliate of the Advisor. V. Disclosure The Advisor will disclose in Part 2A of its Form ADV that Clients may obtain a copy of these policies and procedures and may review in the Advisor’s offices information on how the Advisor voted proxies relating to such Fund’s or Customized Vehicle’s portfolio. Such information will include, with respect to each voted proxy, (1) the name of the issuer; (2) the proposal voted upon; and (3) how the Advisor voted the proxy. VI. Class Actions When a recovery is achieved in a class action, Clients who owned shares in the company subject to the action have the option to either: (1) opt out of the class action and pursue their own remedy; or (2) participate in the recovery achieved via the class action. If class action documents are received by the Advisor on behalf of a Client, and the Client has not retained authority to make such determinations, the General Counsel and other relevant employees will determine whether it is in the best interests of the Client to participate in, or opt out of, the class action. The General Counsel and the compliance team will maintain appropriate documentation. If the Client has retained the authority to make such determination, the class action documents shall be promptly forwarded to the Clients.
EXECUTION VERSION 1006378663v5 FUNDS WITHHELD REINSURANCE AGREEMENT by and between ALLSTATE LIFE INSURANCE COMPANY, AS CEDING COMPANY and EVERLAKE REINSURANCE LIMITED AS REINSURER Effective as of November 1, 2021
i 1006378663v5 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS OF TERMS ............................................................................................1 Section 1.1. Definitions........................................................................................................1 Section 1.2. Construction.....................................................................................................7 Section 1.3. Headings...........................................................................................................7 ARTICLE II BASIS OF REINSURANCE..........................................................................................7 Section 2.1. Reinsurance of Insurance Liabilities under Reinsured Policies .....................7 Section 2.2. Follow the Fortunes .........................................................................................8 Section 2.3. Commencement and Duration of Reinsurance ...............................................8 Section 2.4. Ceding Commission ........................................................................................8 Section 2.5. Parties to Reinsurance......................................................................................8 Section 2.6. No Guarantee of Profit ....................................................................................8 ARTICLE III CLOSING AND REINSURANCE CONSIDERATION ............................................9 Section 3.1. Transferred Reserve Amount for Reinsured Policies .....................................9 Section 3.2. Reinsurance Premiums ..................................................................................10 ARTICLE IV FUNDS WITHHELD ACCOUNT.............................................................................10 Section 4.1. Funds Withheld Account...............................................................................10 Section 4.2. Withdrawals ...................................................................................................11 ARTICLE V REINSURANCE SETTLEMENT AND ADMINISTRATION ................................11 Section 5.1. Premium Payments, Negotiation of Checks .................................................11 Section 5.2. Quarterly Settlements and Remittances ........................................................12 Section 5.3. Access to and Audits of Records...................................................................13 Section 5.4. Administration ...............................................................................................13 Section 5.5. Reinsured Policy Changes.............................................................................14 Section 5.6. Additional Reporting .....................................................................................14 ARTICLE VI COVENANTS OF CEDING COMPANY.................................................................14 Section 6.1. Reinsurance Agreements and Producer Agreements....................................14 Section 6.2. Non-Guaranteed Elements.............................................................................14 ARTICLE VII ARBITRATION.........................................................................................................15 Section 7.1. Agreement to Arbitrate; Request for Arbitration..........................................15 Section 7.2. Selection of the Arbitration Panel .................................................................15 Section 7.3. Confidentiality ...............................................................................................15
ii 1006378663v5 Section 7.4. Scheduling......................................................................................................15 Section 7.5. Conduct of the Arbitration and the Award....................................................15 Section 7.6. Costs...............................................................................................................15 ARTICLE VIII INSOLVENCY.........................................................................................................16 Section 8.1. Payment of Benefits under an Insolvency.....................................................16 Section 8.3. Required Notice of and Defense against Claims ..........................................16 Section 8.3. Insolvency of the Reinsurer...........................................................................16 ARTICLE IX TERMINATION .........................................................................................................16 Section 9.1. Termination by the Ceding Company...........................................................16 Section 9.2. Termination by the Reinsurer........................................................................17 Section 9.3. Terminal Accounting and Settlement............................................................17 ARTICLE X GENERAL PROVISIONS...........................................................................................18 Section 10.1. Notices............................................................................................................18 Section 10.2. Confidentiality ...............................................................................................18 Section 10.3. Errors, Omissions, Misunderstandings and Oversights................................18 Section 10.4. Reinstatements ...............................................................................................19 Section 10.5. Entire Agreement...........................................................................................19 Section 10.6. Amendment; Modification and Waiver ........................................................19 Section 10.7. No Third Party Beneficiaries.........................................................................19 Section 10.8. Assignment ....................................................................................................19 Section 10.9. Expenses.........................................................................................................20 Section 10.10. Further Assurances ........................................................................................20 Section 10.11. Governing Law ..............................................................................................20 Section 10.12. Counterparts...................................................................................................20 Section 10.13. Severability ....................................................................................................20 Section 10.14. Tax Matters ....................................................................................................20 Section 10.15. DAC Tax Election .........................................................................................20 Section 10.16. Offset..............................................................................................................21 Section 10.17. Survival ..........................................................................................................21 Section 10.18. United States Currency..................................................................................21 Section 10.19. No Reinsurance Intermediaries .....................................................................21 Section 10.20. Territories.......................................................................................................21 Section 10.21. Submission to Jurisdiction.............................................................................21 SCHEDULE 4.1 FUNDS WITHHELD ACCOUNT INVESTMENT GUIDELINES
iii 1006378663v5 SCHEDULE 5.3 FORM OF QUARTERLY SETTLEMENT REPORTS SCHEDULE 5.7(a) ADDITIONAL CEDING COMPANY REPORTS EXHIBIT A INITIAL FUNDS WITHHELD ASSETS
1006378663v5 FUNDS WITHHELD REINSURANCE AGREEMENT THIS FUNDS WITHHELD REINSURANCE AGREEMENT (the “Agreement”), is entered into as of November 1, 2021 and effective as of the Effective Date (as defined below), by and between ALLSTATE LIFE INSURANCE COMPANY, an Illinois stock insurance company (the “Ceding Company”) and EVERLAKE REINSURANCE LIMITED, a Cayman Islands exempted company (the “Reinsurer”). W I T N E S S E T H: WHEREAS, the Ceding Company has issued or assumed certain Reinsured Policies as described herein; and WHEREAS, the Ceding Company desires to enter into this Agreement with the Reinsurer pursuant to which, as of the Effective Date, the Ceding Company shall cede, and the Reinsurer shall indemnity reinsure, the Insurance Liabilities (as defined herein below) arising out of, relating to, or in connection with, the Reinsured Policies (as defined herein below), on a 35 % quota share funds withheld coinsurance basis, subject to the terms and conditions stated herein. NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants set forth herein, and in reliance upon the representations, warranties, conditions and covenants contained herein, and intending to be legally bound hereby, the Ceding Company and the Reinsurer hereby agree as follows: ARTICLE I DEFINITIONS OF TERMS Section 1.1. Definitions. Capitalized terms used herein shall have the following meanings given below. (a) “Accounting Period” means each calendar quarter during the term of this Agreement or any fraction thereof ending on the Terminal Accounting Date. The first Accounting Period shall commence on the Effective Date and end on the last day of the calendar quarter in which the Closing Date falls. (b) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), when used with respect to any Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. (c) “Agreed Court” has the meaning set forth in Section 10.21. (d) “Agreement” has the meaning set forth in the Preamble.
2 1006378663v5 (e) “Applicable Law” means any domestic or foreign federal, state or local statute, law, ordinance, code or common law or any rules, regulations, administrative interpretations, or orders issued by any Governmental Authority pursuant to any of the foregoing, and any order, writ, injunction, directive, administrative interpretation, judgment or decree applicable to a Person or such Person’s business, properties, assets, officers, directors, employees or agents. (f) “Business Day” means any day other than Saturday, Sunday or a day on which commercial banks in the State of Illinois or the Cayman Islands are authorized or required by Applicable Law to close, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Central Time. (g) “Ceding Commission” has the meaning set forth in Section 2.4. (h) “Ceding Company” has the meaning set forth in the Preamble. (i) “Ceding Company Termination Event” means any failure by the Reinsurer (or any successor by operation of law of the Reinsurer, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Reinsurer) to pay any material amount due to the Ceding Company under this Agreement payable by the Reinsurer and not subject to good faith dispute between the Ceding Company and the Reinsurer if such failure has not been cured within thirty (30) calendar days after the Reinsurer’s receipt of written notice thereof from the Ceding Company. (j) “Closing Date” means November 1, 2021. (k) “Code” means the Internal Revenue Code of 1986, as amended. (l) “Commissions” means all commissions, expense allowances, benefit credits and other fees and compensation payable to Producers in connection with the Reinsured Policies. (m) “Effective Date” means 12:01 a.m. (Central Time) on November 1, 2021. (n) “Extra Contractual Liabilities” means all liabilities, obligations and other losses (including lost profits) incurred or arising at any time under or relating to any Reinsured Policy that are not covered by, or that are in excess of, the contractual benefits arising under the express terms and conditions of such Reinsured Policies, including without limitation, any liability for fines, penalties, forfeitures, fees, excess or penalty interest, compensatory damages, punitive, exemplary, special, incidental, treble, bad faith, tort or any other form of extra contractual damages relating to the Reinsured Policies and reasonable attorneys’ fees and expenses awarded, which arise from any act, error or omission of a Party or its designees, whether or not intentional, fraudulent, negligent, in bad faith, resulting from willful misconduct or a misrepresentation or other misconduct, including any act, error or omission of a Party, any of its Affiliates or its designees relating to (i) the marketing, underwriting, sales, production, issuance, delivery, cancellation or administration of the Reinsured Policies, (ii) the investigation, defense, trial, settlement or handling of claims, benefits or payments arising out of or relating to the Reinsured Policies, or (iii) the failure to pay or the delay in payment, or errors in calculating or
3 1006378663v5 administering the payment, of benefits, claims or any other amounts due or alleged to be due under or in connection with the Reinsured Policies. (o) “Final Transferred Reserve Amount” has the meaning set forth in Section 3.1(c). (p) “Funds Withheld Account” has the meaning set forth in Section 3.1(b). (q) “Funds Withheld Account Assets” means those assets deposited to the Funds Withheld Account pursuant to this Agreement and all proceeds from, and reinvestments of, such assets, determined in accordance with SAP. (r) “Funds Withheld Account Balance” means, as of a given date, the Statutory Book Value of the Funds Withheld Account Assets, as reflected in the books and records of the Ceding Company as of such date. (s) “Funds Withheld Investment Results” has the meaning set forth in Section 5.2(a)(iii). (t) “Funds Withheld Reserves Adjustment” has the meaning set forth in Section 5.2(a). (u) “Governmental Authority” means: (i) any federal, state, local, foreign or international government or governmental, legislative, judicial, regulatory or administrative authority, agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self- regulatory organization; and (iii) any political subdivision of any of the foregoing. (v) “Initial Funds Withheld Assets” means the cash, cash equivalents and other assets in respect of the Initial Transferred Reserve Amount and as set forth on Exhibit A attached hereto to be deposited into the Funds Withheld Account. (w) “Initial Reserve Adjustment” has the meaning set forth in Section 3.1(a). (x) “Initial Transferred Reserve Amount” has the meaning set forth in Section 3.1(a). (y) “Insurance Liabilities” means all claims, obligations, indemnities, losses, or liabilities (and no others) arising under, in connection with, or with respect to, the Reinsured Policies, including Commissions and operating expenses incurred in the administration of the Reinsured Policies (other than, in all cases, Extra Contractual Liabilities), net of the aggregate amount due (whether or not collected or collectible) for reinsurance ceded by the Ceding Company from time to time to any other reinsurer with respect to liabilities of the Ceding Company related to the Reinsured Policies (“Other Reinsurance”): (i) on or after the Effective Date under the express terms of the Reinsured Policies, including (x) any right to purchase additional coverage and obligations arising under legal or regulatory requirements applicable to the Reinsured Policies, (y) any
4 1006378663v5 loss settlements within Reinsured Policy limits and (z) amounts payable for death benefits, maturities, interest payable on such liabilities, as well as all external loss adjustment expenses and external legal costs and expenses (including with respect to declaratory judgment actions and coverage disputes); (ii) for all Premium Taxes in respect of premiums or other consideration received on or after the Effective Date; and (iii) for amounts payable for returns or refunds of premiums owed by the Ceding Company under the Reinsured Policies. For the avoidance of doubt, “Insurance Liabilities” shall not include (and this Agreement shall not cover) any liability or assessment in connection with the participation by the Ceding Company, whether involuntary or voluntary, in any guaranty fund, assigned risk plan, insolvency fund or other residual market mechanism of any kind established or governed by any state or jurisdiction of the Ceding Company’s domicile or any other state or jurisdiction on account of the Reinsured Policies. (z) “Interest Rate” means the average of the daily “prime rate” (expressed as a rate per annum) published in The Wall Street Journal for each of the days in the applicable period. (aa) “Investment Guidelines” means those investment guidelines attached hereto as Schedule 4.1. (bb) “Investment Income” means, with respect to any Accounting Period, an amount, which may be positive or negative, calculated in accordance with SAP, equal to (i) “Net Investment Income” on the Funds Withheld Account Assets; (ii) plus (in the case of investment and hedging gains) or minus (in the case of investment and hedging losses) realized “Capital Gains/Losses” associated with the Funds Withheld Account Assets; (iii) minus without duplication, all investment and hedging fees and expenses associated with the Funds Withheld Account Assets. (cc) “Natural Termination Date” has the meaning set forth in Section 2.3(b). (dd) “Non-Guaranteed Elements” has the meaning set forth in Section 6.2. (ee) “Other Reinsurance” has the meaning set forth in the definition of “Insurance Liabilities” in this Section 1.1. (ff) “Party” means either the Ceding Company or the Reinsurer, as applicable, and “Parties” means both the Ceding Company and the Reinsurer. (gg) “Payment Failure Termination Date” has the meaning set forth in Section 9.1. (hh) “Permit” means governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals, authorizations or waivers issued or granted by Governmental Authorities.
5 1006378663v5 (ii) “Permitted Assets” means assets that satisfy the Investment Guidelines. (jj) “Person” means any natural person, corporation, company, partnership, association, limited liability company, limited partnership, limited liability partnership, trust or other legal entity or organization, including a Governmental Authority. (kk) “Policyholder” means any Person who or which is the owner of a Reinsured Policy or has the right to terminate or lapse a Reinsured Policy, effect changes of beneficiary or coverage limits, add or terminate Persons covered under a Reinsured Policy or direct any other policy changes in a Reinsured Policy. (ll) “Premiums” means (i) premiums due or to become due from Policyholders, premiums deferred and uncollected from Policyholders, premium increase adjustments made under, and any and all amounts or payments made by Policyholders with respect to, the Reinsured Policies and (ii) any other fees, charges and payments due to the Ceding Company under the Reinsured Policies, in each case, received by the Ceding Company after the Effective Date. (mm) “Premium Taxes” means, with respect to any period, the taxes (including retaliatory taxes), assessments, and fees imposed on premiums written or other consideration paid and relating to the Reinsured Policies during such period by any state, local, or municipal taxing authority. (nn) “Producer” means any agent, broker, representative, producer or subagent of the Ceding Company who is entitled to receive any Producer Payments for the solicitation, sale, marketing, production or servicing of any of the Reinsured Policies. (oo) “Producer Agreement” means any written agreement or contract between the Ceding Company and any Producer, or among or between Producers, including any assignments of compensation thereunder, and relating to the solicitation, sale, marketing, production or servicing of any of the Reinsured Policies. (pp) “Producer Payments” means any expense allowance, commission, profit- and-loss payment, override commission, service fee or other compensation of any type or nature payable by the Ceding Company to a Person, or payable by one Person to another Person, in either case pursuant to a Producer Agreement with respect to any Reinsured Policy. (qq) “Qualified United States Financial Institution” has the meaning ascribed to such term in Section 173.1(3)(B) of the Illinois Insurance Code. (rr) “Quarterly Settlement Amount” means the amount with respect to an Accounting Period owing from the Ceding Company to the Reinsurer or the Reinsurer to the Ceding Company (other than any Funds Withheld Reserves Adjustment), as reflected in the quarterly settlement report for such Accounting Period, delivered in accordance with Section 5.2. (ss) “Reconciliation Amount” has the meaning set forth in Section 3.1(d).
6 1006378663v5 (tt) “Reinsured Policy” means each insurance policy, annuity contract or certificate, together with all binders, slips, certificates, endorsements and riders thereto, in each case (excluding any variable universal life insurance policies, contracts or certificates) issued or assumed by the Ceding Company in force prior to or as of 12:01 a.m. (Central Time) on the Effective Date and that is in effect on and from the Effective Date, or that was in effect prior to the Effective Date but is reinstated thereafter in accordance with its terms and Applicable Law. (uu) “Reinsurer” has the meaning set forth in the Preamble. (vv) “Reinsurer’s Quota Share” means 35%. (ww) “Reinsurer Termination Event” means any failure by the Ceding Company (or any successor by operation of law of the Ceding Company, including any receiver, liquidator, rehabilitator, conservator or similar Person of the Ceding Company) to pay any material amount due to the Reinsurer under this Agreement payable by the Ceding Company and not subject to good faith dispute between the Ceding Company and the Reinsurer if such failure has not been cured within thirty (30) calendar days after the Ceding Company’s receipt of written notice thereof from the Reinsurer. (xx) “SAP” means the statutory accounting practices and procedures required or permitted by the insurance regulatory authority of the State of Illinois, consistently applied, as in effect from time to time. (yy) “Statutory Book Value” means, for the purposes of valuing assets being deposited to or in the Funds Withheld Account, the admitted value of such assets on the statutory books and records of the Ceding Company as determined by the Ceding Company in accordance with SAP. (zz) “Statutory Reserves and Liabilities” means the sum of all of the reserve items (including reserve items for claims incurred but not reported, claims in the course of settlement, escheat or abandoned property liabilities, any asset valuation reserves, any interest maintenance reserves and any cash flow testing reserves) maintained by the Ceding Company for all the Reinsured Policies, net of Other Reinsurance calculated in accordance with SAP. (aaa) “Terminal Accounting Date” means: (i) where termination was as of a Natural Termination Date, the Terminal Accounting Date for the Terminal Accounting Period shall be the Natural Termination Date; or (ii) where termination was as of a Payment Failure Termination Date, the Terminal Accounting Date for the Terminal Accounting Period shall be the Payment Failure Termination Date. (bbb) “Terminal Accounting Period” means the Accounting Period during which the Terminal Accounting Date occurs, which shall end on the Terminal Accounting Date.
7 1006378663v5 (ccc) “Terminal Reserve Amount” has the meaning set forth in Section 9.3(a)(ii). (ddd) “Terminal Settlement” has the meaning set forth in Section 9.3(a). (eee) “Terminal Settlement Statement” has the meaning set forth in Section 9.3(a). (fff) “Treasury Regulations” means the regulations prescribed under the Code. (ggg) “Umpire” has the meaning set forth in Section 7.2. Section 1.2. Construction. For the purposes of this Agreement, (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph and Schedule references are to the Articles, Sections, paragraphs and Schedules to this Agreement, unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (iv) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (v) all references herein to “$” or “Dollars” shall refer to United States dollars, unless otherwise specified. Section 1.3. Headings. The Article and Section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. ARTICLE II BASIS OF REINSURANCE Section 2.1. Reinsurance of Insurance Liabilities under Reinsured Policies. (a) Subject to the terms and conditions of this Agreement, effective as of the Effective Date, the Ceding Company hereby cedes, and the Reinsurer hereby accepts from and agrees to indemnity reinsure the Ceding Company for, on a funds withheld coinsurance basis, the Reinsurer’s Quota Share of the Insurance Liabilities. (b) With respect to each of the Reinsured Policies, the amount of reinsurance ceded by the Ceding Company to the Reinsurer, and the amount of reinsurance provided to the Ceding Company by the Reinsurer, hereunder shall be maintained in force without any reduction so long as such Reinsured Policy remains in full force without any reduction subject to Section 2.3. If there is any reduction of the amount of risk assumed by the Ceding Company under a Reinsured Policy, the Reinsurer’s liability with respect thereto shall be equally reduced.
8 1006378663v5 Section 2.2. Follow the Fortunes. The liability of the Reinsurer for the coinsurance provided by the Reinsurer to the Ceding Company under Section 2.1 shall attach simultaneously and obligatorily with that of the Ceding Company, and all reinsurance with respect to which the Reinsurer shall be liable to the Ceding Company under this Agreement shall be subject in all respects to the same risks, terms, rates, conditions, interpretations, assessments, waivers, modifications, alterations and cancellations, as in the respective Reinsured Policies and the Insurance Liabilities to which liability under this Agreement attaches. The true intent of this Agreement is that the Reinsurer shall, subject to the terms, conditions and limits of this Agreement, follow the fortunes of the Ceding Company with respect to the Reinsured Policies, and the Reinsurer shall be bound, without limitation, by all payments and settlements entered into in respect of the Reinsured Policies by the Ceding Company. Section 2.3. Commencement and Duration of Reinsurance. (a) Commencement of Reinsurance. The reinsurance provided by the Reinsurer to the Ceding Company under this Agreement in respect of each Reinsured Policy shall commence as of the Effective Date. (b) Duration of Reinsurance. Except as otherwise provided herein, the reinsurance provided by the Reinsurer to the Ceding Company under this Agreement in respect of each Reinsured Policy shall remain continuously in force until terminated as of the earlier of (a) the date on which all liabilities, obligations and risks of the Ceding Company under such Reinsured Policy have been fully and finally extinguished and terminated or (b) the date on which this Agreement is terminated in accordance with Section 9.1 or Section 9.2, in each case subject to the settlement of all amounts due to the Ceding Company under this Agreement with respect to such termination. In the event the Reinsurer’s liability shall have terminated pursuant to clause (a) of the preceding sentence due to the termination of the Ceding Company’s liability under the last Reinsured Policy, then the date on which such liability terminates shall be the “Natural Termination Date” and there shall be a terminal accounting and release of the Funds Withheld Account as provided in Section 9.3. Section 2.4. Ceding Commission. In consideration of the reinsurance ceded by the Ceding Company to the Reinsurer hereunder, the Ceding Company shall pay the Reinsurer a ceding commission in cash or assets in the amount of $500,000,000 (the “Ceding Commission”) on the Closing Date or as soon as reasonably practicable after the Closing Date at the direction of the Reinsurer. Section 2.5. Parties to Reinsurance. Article II of this Agreement provides for indemnity reinsurance on a funds withheld coinsurance basis solely between the Ceding Company and the Reinsurer. The acceptance of reinsurance under this Article II shall not create any right or legal relation between the Reinsurer and any Policyholder, insured, claimant or beneficiary under a Reinsured Policy, and the Ceding Company shall be and remain solely liable to such Policyholder, claimant or beneficiary under the Reinsured Policy. Section 2.6. No Guarantee of Profit. The Reinsurer acknowledges and agrees with the Ceding Company that there is no guarantee by the Ceding Company to the Reinsurer of the
9 1006378663v5 amounts of any profits to be earned by the Reinsurer as a result of the reinsurance provided by the Reinsurer to the Ceding Company under this Agreement. ARTICLE III CLOSING AND REINSURANCE CONSIDERATION Section 3.1. Transferred Reserve Amount for Reinsured Policies. (a) On the Closing Date, the Ceding Company agrees to sell, assign and transfer to the Reinsurer, as an initial reinsurance premium, the Initial Funds Withheld Assets, which shall have a Statutory Book Value as of the Closing Date equal to an estimate of the Reinsurer’s Quota Share of Statutory Reserves and Liabilities as of the Closing Date (such amount, the “Initial Transferred Reserve Amount”). The Ceding Company’s obligation to pay the Initial Transferred Reserve Amount shall be satisfied on the Closing Date in accordance with Section 3.1(b). The Reinsurer shall pay to the Ceding Company, as an initial reserve adjustment (the “Initial Reserve Adjustment”), an amount equal to the Initial Transferred Reserve Amount on the Closing Date. The Reinsurer’s obligation to pay the Initial Reserve Adjustment shall be satisfied on the Closing Date in accordance with Section 3.1(b). (b) On the Closing Date, in satisfaction of the Ceding Company’s obligation to pay the Initial Transferred Reserve Amount to the Reinsurer and the Reinsurer’s obligation to pay the Initial Reserve Adjustment to the Ceding Company, the Ceding Company shall establish on its books and records a funds withheld account (the “Funds Withheld Account”) and allocate Initial Funds Withheld Assets to the Funds Withheld Account with a Statutory Book Value equal to the Initial Reserve Adjustment. The Funds Withheld Account shall be a notional account clearly designated on the books, records and systems of the Ceding Company. The Ceding Company shall record the Funds Withheld Account Balance on its financial statements as a payable to the Reinsurer. (c) Pursuant to Section 3.1(d), the Parties agree to make adjustments to Exhibit A attached hereto and to the Initial Transferred Reserve Amount after the Closing Date, based upon (i) the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities as of the Closing Date and any claims made thereunder which were improperly or inadvertently omitted or miscalculated in determining the Initial Transferred Reserve Amount, and (ii) the actual amount as reported by the Ceding Company as of the Closing Date for the Initial Transferred Reserve Amount (such adjusted amount, the “Final Transferred Reserve Amount”). (d) The Final Transferred Reserve Amount will be calculated by the Ceding Company and reported by the Ceding Company to the Reinsurer prior to the one hundred twentieth (120th) day following the Closing Date, and if such difference between the Final Transferred Reserve Amount and the Initial Transferred Reserve Amount (such difference, the “Reconciliation Amount”) is: (i) a positive number, then (A) the Ceding Company shall pay to the Reinsurer, as an adjustment to the Initial Transferred Reserve Amount, an amount equal to such Reconciliation Amount by wire transfer of cash in immediately available funds, (B)
10 1006378663v5 concurrently, the Reinsurer shall pay to the Ceding Company, as an adjustment to the Initial Reserve Adjustment, an amount equal to such Reconciliation Amount by wire transfer of cash in immediately available funds (the payments in (A) and (B) to be netted against one another), and (C) the Ceding Company shall deposit to the Funds Withheld Account an amount of cash in immediately available funds equal to such Reconciliation Amount; or (ii) a negative number, then (A) the Reinsurer shall pay to the Ceding Company, as an adjustment to the Initial Reserve Adjustment, an amount equal to the absolute value of such negative number, as the Reconciliation Amount, by wire transfer of cash in immediately available funds, (B) concurrently, the Ceding Company shall pay to the Reinsurer, as an adjustment to the Initial Transferred Reserve Amount, an amount equal to the absolute value of such negative number, as the Reconciliation Amount, by wire transfer of cash in immediately available funds (the payments in (A) and (B) to be netted against one another), and (C) the Ceding Company shall withdraw from the Funds Withheld Account an amount of cash in immediately available funds equal to the absolute value of such negative number, as the Reconciliation Amount. Notwithstanding the foregoing, if the Reconciliation Amount is determined following the first Funds Withheld Reserves Adjustment pursuant to Section 5.2, the calculation of the Reconciliation Amount shall give effect to any such Funds Withheld Reserves Adjustment so as to avoid duplication of adjustment to the Initial Transferred Reserve Amount. Section 3.2. Reinsurance Premiums. As consideration for the reinsurance provided herein, the Ceding Company hereby sells, assigns, transfers and delivers to the Reinsurer the right to receive the Reinsurer’s Quota Share of all Premiums. Premiums shall be accounted for in the quarterly and annual settlements that occur under Section 5.2 of this Agreement. ARTICLE IV FUNDS WITHHELD ACCOUNT Section 4.1. Funds Withheld Account. (a) The Ceding Company shall establish on its books and records the Funds Withheld Account to hold the assets backing the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities in accordance with Section 3.1(b). The Funds Withheld Account Assets held in the Funds Withheld Account shall have a Statutory Book Value, together with accrued Investment Income, on the Closing Date equal to the amount of the Initial Transferred Reserve Amount. The Ceding Company will retain, control and own all Funds Withheld Account Assets. (b) The Ceding Company shall at all times maintain control and authority over the purchase and sale of the investment assets designated as part of the Funds Withheld Account. Notwithstanding the foregoing, the Funds Withheld Account Assets held in the Funds Withheld Account shall be managed on behalf of the Ceding Company by the Reinsurer (or any assignee or designee of the Reinsurer as mutually agreed between the Reinsurer and the Ceding Company) in accordance with the Investment Guidelines for so long as this Agreement is in effect.
11 1006378663v5 (c) The Funds Withheld Account shall comply with the requirements of any Applicable Law and shall permit the investment results of the assets credited to the Funds Withheld Account to be determined independently of the investment results of the Ceding Company’s other assets, including the assets of any other segregated account. (d) The Funds Withheld Account Assets held in the Funds Withheld Account shall be managed to comply with the requirements of Section 126.3 of the Illinois Insurance Code. Section 4.2. Withdrawals. The Funds Withheld Account Assets may be withdrawn and utilized by the Ceding Company (or any successor in interest of the Ceding Company by operation of law, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of the insolvency of the Ceding Company or the Reinsurer, only for the following purposes: (a) to pay the Ceding Company the absolute value of any negative Reconciliation Amount in accordance with Section 3.1(d)(ii); (b) to pay the Reinsurer the absolute value of any negative Funds Withheld Reserves Adjustment for an Accounting Period in accordance with Section 5.2(c)(ii) or for a Terminal Accounting Period in accordance with Section 9.3; (c) to pay the Ceding Company the amount of any Terminal Settlement owing from the Reinsurer to the Ceding Company, in accordance with Section 9.3; (d) to pay the Ceding Company any amounts remaining in the Funds Withheld Account, if any, after the payment of any amount required to be paid under the Terminal Settlement Statement in accordance with Section 9.3; and (e) to pay or reimburse the Ceding Company for any other amounts due to the Ceding Company from the Reinsurer under this Agreement, but not recovered from the Reinsurer within ten (10) Business Days of becoming due and payable. Any assets drawn from the Funds Withheld Account in violation of this Section 4.2 shall be promptly returned by the Ceding Company to the Funds Withheld Account. ARTICLE V REINSURANCE SETTLEMENT AND ADMINISTRATION Section 5.1. Premium Payments, Negotiation of Checks. (a) On and after the Closing Date, the Reinsurer’s Quota Share of Premiums shall be the sole property of the Reinsurer pursuant to Section 3.2, and (b) the Reinsurer’s Quota Share of Premiums shall be remitted by the Ceding Company to the Reinsurer in the quarterly and annual settlements that occur under Section 5.2 of this Agreement.
12 1006378663v5 Section 5.2. Quarterly Settlements and Remittances. (a) As of the end of each Accounting Period, the Ceding Company will adjust the Funds Withheld Account Balance in an amount equal to the increase or decrease in the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities for the period, adjusted by Funds Withheld Investment Results calculated as (i) minus (ii) minus (iii) (the “Funds Withheld Reserves Adjustment”), where: (i) equals the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities as of the end of the Accounting Period; (ii) equals the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities as of the end of the immediately preceding Accounting Period; provided, however, that if at the time of the first Accounting Period: (A) the Reconciliation Amount has not been calculated pursuant to Section 3.1(d), this amount shall be the Initial Reserves Adjustment or (B) the Reconciliation Amount has been calculated pursuant to Section 3.1(d), this amount shall be the Final Transferred Reserve Amount; and (iii) equals an amount equal to the accrued Investment Income for such Accounting Period (the “Funds Withheld Investment Results”). For the avoidance of doubt, the Funds Withheld Reserves Adjustment could be either positive or negative. (b) The Ceding Company shall provide the Reinsurer with a quarterly settlement report, no later than the sixtieth (60) day following the end of each Accounting Period (except in the case of an Accounting Period ending on December 31, then no later than the seventy-fifth (75) day following the end of each such Accounting Period), with delivery thereof commencing in the Accounting Period following the Accounting Period in which the Closing Date occurs (including in such first report the period since the Closing Date). Such quarterly settlement report shall be in the form specified in Schedule 5.2 attached hereto. Each quarterly settlement report shall reflect the Funds Withheld Reserves Adjustment and the Quarterly Settlement Amount. (c) In the event that such quarterly settlement report: (i) reflects a positive Funds Withheld Reserves Adjustment, then no later than the tenth (10th) Business Day following the Reinsurer’s receipt of such quarterly settlement report, (A) the Reinsurer shall deliver cash in immediately available funds in an amount equal to the Funds Withheld Reserves Adjustment to the Ceding Company, and (B) the Ceding Company shall promptly deposit such cash into the Funds Withheld Account; (ii) reflects a negative Funds Withheld Reserves Adjustment, then no later than the tenth (10th) Business Day following the Reinsurer’s receipt of such quarterly settlement report, (A) the Ceding Company shall withdraw from the Funds Withheld Account cash in immediately available funds in an amount equal to the absolute value of such Funds Withheld Reserves Adjustment, and (B) the Ceding Company shall pay to the Reinsurer an amount equal to the absolute value of such Funds Withheld Reserves
13 1006378663v5 Adjustment, by wire transfer of cash in immediately available funds to the account(s) designated therefor in writing by the Reinsurer; (iii) reflects a Quarterly Settlement Amount owed by the Reinsurer to the Ceding Company pursuant to the terms of this Agreement, then the Reinsurer shall make a wire payment of cash in immediately available funds of such Quarterly Settlement Amount to the account(s) designated therefor in writing by the Ceding Company no later than the tenth (10th) Business Day following the Reinsurer’s receipt of such quarterly settlement report; and (iv) reflects a Quarterly Settlement Amount owed by the Ceding Company to the Reinsurer pursuant to the terms of this Agreement, then the Ceding Company shall make a wire payment of cash in immediately available funds of such Quarterly Settlement Amount to the account(s) designated therefor in writing by the Reinsurer no later than the tenth (10th) Business Day following the Reinsurer’s receipt of such quarterly settlement report; in each case, except to the extent that the Reinsurer notifies the Ceding Company in writing prior to the expiration of such ten (10) Business Day period of its good faith belief that the report is inaccurate, in which case the Parties shall cooperate with each other to resolve the disagreement. In the event of any such dispute, the Reinsurer or the Ceding Company, as applicable, shall deposit or pay, as applicable, such amount in full to the Funds Withheld Account or the other Party, as applicable, no later than the fifth (5th) Business Day following settlement of such dispute. Any delinquent amounts payable under this Section 5.2(c) shall accrue interest from the date such payment was originally due until the date such payment is made, such interest to accrue at the Interest Rate as determined on the date such payment was originally due. (d) Any payments due between the Parties pursuant to this Section 5.2 may be offset against one another such that only a single payment is made for the applicable Accounting Period. Section 5.3. Access to and Audits of Records. Each Party shall have the right to access and audit on an annual basis, at its sole expense, at the office of the other Party during regular business hours and upon reasonable prior written notice by such Party to the other Party, all records and procedures relating to this Agreement, the Reinsured Policies and the Producer Agreements. Section 5.4. Administration. The Ceding Company agrees to perform or cause to be performed under its direction all administrative services with respect to the Reinsured Policies (a) in good faith and with the skill, diligence and expertise that experienced and qualified personnel performing such duties would employ in like circumstances; (b) in the manner of a prudent insurer and (c) in conformity in all material respects with all Applicable Laws, regulations, rules and orders and the requirements of the Reinsured Policies and this Agreement. For purposes of this Section 5.4, “prudent insurer” means an insurer who complies with all its duties and responsibilities under applicable laws and regulations and takes into account reputational and other issues in respect of itself and its Affiliates. The Reinsurer shall bear the Reinsurer’s Quota Share
14 1006378663v5 of operating expenses incurred in the administration of the Reinsured Policies, which shall be reported and paid as part of the quarterly settlement in accordance with Section 5.2. Section 5.5. Reinsured Policy Changes. Except to the extent required by Applicable Law or any Governmental Authority, the Ceding Company, on its own initiative, shall not change the terms or conditions of any Reinsured Policy without the prior written consent of the Reinsurer. Section 5.6. Additional Reporting. (a) The Ceding Company shall deliver to the Reinsurer the information set forth in Schedule 5.6(a) hereof at the times specified therein. In addition, the Ceding Company shall provide any such other reports and information as the Reinsurer may reasonably request from time to time and to the extent that there are any material costs and expenses incurred by the Ceding Company in connection with the preparation of such other reports and information, such costs and expenses will be reimbursed by the Reinsurer on a time and expense basis. (b) The Reinsurer shall deliver to the Ceding Company the annual and quarterly financial statements of the Reinsurer within (i) with respect to annual financial statements, 30 days after such financial statements are filed with the Cayman Islands Monetary Authority and (ii) with respect to quarterly financial statements, 90 days after the end of the applicable quarter. In addition, the Reinsurer shall provide any such other reports and information as the Ceding Company may reasonably request from time to time and to the extent that there are any material costs and expenses incurred by the Reinsurer in connection with the preparation of such other reports and information, such costs and expenses will be reimbursed by the Ceding Company on a time and expense basis. ARTICLE VI COVENANTS OF CEDING COMPANY Section 6.1. Reinsurance Agreements and Producer Agreements. Except to the extent required by Applicable Law or any Governmental Authority, the Ceding Company shall not terminate, non-renew, recapture, modify, suspend, extend, make any changes to or otherwise amend, waive or fail to enforce any rights of the Ceding Company under, or fail to comply with, any Other Reinsurance agreement or Producer Agreement, nor shall the Ceding Company enter into any new reinsurance agreements or contracts, whether ceded or assumed, with respect to any of the Reinsured Policies, in each and every case without the Reinsurer’s prior written consent which consent shall not be unreasonably withheld, delayed or conditioned by the Reinsurer. Section 6.2. Non-Guaranteed Elements. The Ceding Company will be responsible for determining the cost of insurance charges, loads and expense charges, credited interest rates, mortality and expense charges, administrative expense risk charges and policyholder dividends, as applicable, under the Reinsured Policies (“Non-Guaranteed Elements”). The Ceding Company shall provide the Reinsurer with all information with respect to its determination of Non- Guaranteed Elements and give the Reinsurer the opportunity to review in advance such determinations and, at the Reinsurer’s request, provide the Reinsurer the opportunity to discuss in advance such determinations.
15 1006378663v5 ARTICLE VII ARBITRATION Section 7.1. Agreement to Arbitrate; Request for Arbitration. As a condition precedent to any right of action arising hereunder, any dispute arising out of or relating to the interpretation, performance or breach of this Agreement, as well as the formation and/or validity thereof, whether arising before or after termination of this Agreement, shall be referred to and resolved by a panel of three arbitrators. Either Party may request arbitration in writing, such request to be using the notice provisions set forth in Section 10.1. Section 7.2. Selection of the Arbitration Panel. One arbitrator shall be chosen by each Party and the two arbitrators shall, before instituting the hearing, choose an impartial third arbitrator (the “Umpire”) who shall preside at the hearing. All arbitrators shall be disinterested active or former officers of life insurance or life reinsurance companies. If either Party fails to appoint its arbitrator, or fails to notify the other Party of the name of the arbitrator so appointed, within thirty (30) days after being requested to do so by the other Party, the latter, after ten (10) days’ written notice of its intention to do so, may appoint the second arbitrator. If the two (2) arbitrators are unable to agree upon the appointment of the Umpire within thirty (30) days of their appointment, each Party shall, each through its appointed arbitrator, nominate five (5) Umpire candidates, of whom the other Party, through its appointed arbitrator, shall strike four (4) candidates, and the decision between the two (2) remaining candidates determined by a random selection methodology agreed between the two (2) appointed arbitrators. Section 7.3. Confidentiality. All arbitration proceedings initiated hereunder shall be confidential as against third parties. In any court proceedings initiated pursuant or ancillary to such arbitration, the Parties shall attempt to file arbitration papers “under seal” or under a similar designation to preserve and ensure the confidential nature of the proceeding. Section 7.4. Scheduling. Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for a hearing. Section 7.5. Conduct of the Arbitration and the Award. The panel shall be relieved of all judicial formality and shall not be bound by rules of procedure and evidence. The arbitration shall take place in New York, New York unless otherwise agreed between the Parties. The decision of any two (2) arbitrators when rendered in writing shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. Judgment upon the award may be entered in any court having jurisdiction thereof. Section 7.6. Costs. Each Party shall bear the costs of the arbitrator it selected and will bear, jointly and equally with the other Party, the costs of the Umpire. The panel will allocate the remaining costs of the arbitration. The panel may, at its discretion, award such further costs, interest and expenses as it considers appropriate, including without limitation, legal fees, provided, however, that the panel shall not award punitive, exemplary or consequential damages.
16 1006378663v5 ARTICLE VIII INSOLVENCY Section 8.1. Payment of Benefits under an Insolvency. In the event of the insolvency of the Ceding Company, the reinsurance provided hereunder shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Policies without diminution because of the insolvency of the Ceding Company, except where (a) the Reinsured Policy specifically provides another payee of such reinsurance in the event of such insolvency or (b) the Reinsurer, with the consent of the direct insured or insureds, has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such Reinsured Policies and in substitution for the obligations of the Ceding Company to such payees. Section 8.2. Required Notice of and Defense against Claims. In the event of the insolvency of the Ceding Company while reinsurance as to any Reinsured Policy is in effect under this Agreement, the conservator, liquidator, receiver or statutory successor of the Ceding Company shall give the Reinsurer written notice of the pendency of a claim against the Ceding Company on a Reinsured Policy within a reasonable time after such claim is filed in the insolvency proceeding. During the pendency of any such claim, the Reinsurer may, at its own expense, investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which the Reinsurer may deem available to the Ceding Company or its conservator, liquidator, receiver or statutory successor. The expense thus incurred by the Reinsurer shall be payable, subject to court approval, out of the estate of the Ceding Company as a part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company in conservation or liquidation solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose the defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement as though such expense had been incurred by the insolvent Ceding Company. Section 8.3. Insolvency of the Reinsurer. In the event of the insolvency of the Reinsurer, all amounts due but not paid to the Reinsurer by the Ceding Company on such date under this Agreement, regardless of the date on which they became due, and all amounts which become due to the Reinsurer by the Ceding Company after that date under this Agreement may be retained by the Ceding Company and set off against the amounts due by the Reinsurer under this Agreement, whether they were due before the Insolvency or became due after. The balance only, if any, shall be payable by the Ceding Company to the Reinsurer at the expiry of all liability under this Agreement. ARTICLE IX TERMINATION Section 9.1. Termination by the Ceding Company. Upon the occurrence of a Ceding Company Termination Event, the Ceding Company shall have the right (but not the obligation) to terminate this Agreement by providing written notice of its intent to terminate. Termination of this
17 1006378663v5 Agreement shall be effective on the date specified in such notice, provided, that such date shall not be prior to the date on which the Ceding Company Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.1, the Ceding Company shall be deemed to have recaptured and reassumed all Insurance Liabilities, and there shall be a terminal accounting and release of any remaining balance of the Funds Withheld Account as provided in Section 9.3. Termination of this Agreement shall be effective on the date specified in the notice of termination (the “Payment Failure Termination Date”). Section 9.2. Termination by the Reinsurer. Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing written notice of its intent to terminate to the Ceding Company. Termination of this Agreement shall be effective on the date specified in such notice, provided, that such date shall not be prior to the date on which the Reinsurer Termination Event occurred. Upon termination of this Agreement pursuant to this Section 9.2, the Ceding Company shall be deemed to have recaptured and reassumed all Insurance Liabilities, and there shall be a terminal accounting and release of any remaining balance of the Funds Withheld Account as provided in Section 9.3. Termination of this Agreement shall be effective on the Payment Failure Termination Date. Section 9.3. Terminal Accounting and Settlement. (a) In connection with a termination of this Agreement, the Ceding Company shall prepare and deliver to the Reinsurer a settlement statement within fifteen (15) calendar days of the Terminal Accounting Date (the “Terminal Settlement Statement”) setting forth the terminal settlement for the Terminal Accounting Period (the “Terminal Settlement”). The Terminal Settlement shall be calculated as follows: (i) The Ceding Company or the Reinsurer, as applicable, shall pay to the other Party the Funds Withheld Reserves Adjustment and the Quarterly Settlement Amount calculated for the Accounting Period ending on the Terminal Accounting Date in accordance with Section 5.2(c) and the Funds Withheld Reserves Adjustment shall be withdrawn from or deposited to the Funds Withheld Account, as applicable, in accordance with Section 5.2(c). (ii) Following the Funds Withheld Reserves Adjustment pursuant to clause (i) above, the Reinsurer shall pay to the Ceding Company an amount equal to the Reinsurer’s Quota Share of the Statutory Reserves and Liabilities as of the Terminal Accounting Date (the “Terminal Reserve Amount”), and concurrently, the Ceding Company shall pay to the Reinsurer an amount equal to the Terminal Reserve Amount. (b) All payments pursuant to the Terminal Settlement shall be made within five (5) calendar days of the Reinsurer’s receipt of the Terminal Settlement Statement. Following the Terminal Settlement, any remaining balance of the Funds Withheld Account shall be released to the Ceding Company. (c) In the event that, subsequent to the Terminal Accounting Date, an adjustment to the Terminal Settlement is necessary, a supplemental Terminal Settlement
18 1006378663v5 Statement will be calculated by the Ceding Company and a report shall be delivered by the Ceding Company to the Reinsurer. Any amount owed to either Party by reason of such supplemental Terminal Settlement shall be paid within five (5) calendar days of the Reinsurer’s receipt of such supplemental Terminal Settlement Statement. The payment of the Terminal Settlement or supplemental Terminal Settlement, if any, upon a termination shall constitute a complete and final release of such Party in respect of any and all known and unknown present and future obligations or liability of any nature to the other Party under this Agreement. ARTICLE X GENERAL PROVISIONS Section 10.1. Notices. All notices, requests, claims, demands or other communications hereunder shall be deemed to have been duly given and made if in writing and (a) at the time personally delivered if served by personal delivery upon the Party for whom it is intended, (b) at the time received if delivered by registered or certified mail (postage prepaid, return receipt requested) or by a national courier service (delivery of which is confirmed), or (c) upon confirmation if sent by e-mail; in each case to the Person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such Person: If to the Ceding Company, to: Allstate Life Insurance Company 3100 Sanders Road, Suite 303 Northbrook, IL 60062 Attention: Angela Fontana E-mail: [email protected] If to the Reinsurer, to: Everlake Reinsurance Limited C/O Marsh Captive Solutions, as Insurance Manager Marsh Management Services Cayman Ltd PO Box 1051, 23 Lime Tree Bay Avenue Governors Square, Building 4, Floor 2 Grand Cayman KY1-1102, Cayman Islands Section 10.2. Confidentiality. Each of the Parties shall maintain the confidentiality of all information related to the Reinsured Policies. Section 10.3. Errors, Omissions, Misunderstandings and Oversights. If any failure to pay amounts due or to perform any other act required of either Party under this Agreement is shown to be unintentional and caused by misunderstanding, oversight or clerical error, then this Agreement shall not be deemed in breach thereby, provided, that such failure is promptly corrected by the Party that caused such failure, which correction restores the other Party to the position it would have occupied (including provision for the time value of money and, if as a result of any such
19 1006378663v5 misunderstanding, oversight or clerical error, there is a delay in the transfer of funds to be transferred pursuant hereto, the amount of interest accrued on the amount of funds to be transferred for the period commencing on the date such payments became past due at the Interest Rate on such date calculated on a daily basis) had the misunderstanding, oversight or clerical error not occurred. Section 10.4. Reinstatements. If a Reinsured Policy that was reduced, terminated, or lapsed is reinstated in accordance with its terms and Applicable Law, the reinsurance for such Reinsured Policy under this Agreement will be reinstated automatically to the amount that would have been in force if the Reinsured Policy had not been reduced, terminated or lapsed; provided, that, to the extent that the reinstatement of such Reinsured Policy requires payment by the applicable Policyholder of premiums in arrears or reimbursement by the Policyholder of claims paid to such Policyholder, the Ceding Company shall owe to the Reinsurer the Reinsurer’s Quota Share of such amounts to the extent actually paid and provided further that, to the extent the Ceding Company records a Statutory Reserve and Liability for any such reinstated Reinsured Policy, the Ceding Company will deposit to the Funds Withheld Account an amount of cash in immediately available funds equal to the Reinsurer’s Quota Share of such Statutory Reserve and Liability at the time of such reinstatement. Section 10.5. Entire Agreement. This Agreement (and the Exhibits and Schedules attached hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters. Section 10.6. Amendment; Modification and Waiver. Any provision of this Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective, and approved or non-objected to by the Illinois Department of Insurance. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Section 10.7. No Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities upon any Person other than the Reinsurer and the Ceding Company and their respective successors and permitted assigns. Section 10.8. Assignment. Except as set forth in Section 8.1, neither this Agreement nor any of the rights, interests or obligations under it may be directly or indirectly assigned, delegated, sublicensed or transferred by either Party, in whole or in part, to any other Person (including any bankruptcy trustee) whether voluntarily or involuntarily, without the receipt of the prior written consent of the other Party and receipt of prior approval or non-objection of the Illinois Department of Insurance, and any attempted or purported assignment in violation of this Section 10.8 will be null and void; provided, that the Reinsurer may retrocede to any other reinsurers any portion of the liabilities assumed by the Reinsurer under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and permitted assigns.
20 1006378663v5 Section 10.9. Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all direct and indirect costs and expenses (including any legal and other advisory fees) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such expenses. The provisions of this Section 10.9 shall survive the closing of the transaction contemplated hereby. Section 10.10. Further Assurances. Each Party agrees to cooperate fully with the other Party and to execute such further instruments, agreements, powers of attorney or other documents and to give such further written assurance as may be reasonably requested by any other Party to evidence, reflect and effectuate the transactions described and contemplated hereby and to carry into effect all the intents and purposes of this Agreement. Section 10.11. Governing Law. This Agreement and its enforcement will be governed by, and interpreted in accordance with, the laws of the State of Illinois applicable to agreements made and to be performed entirely within such state without regard to the conflicts of law provisions thereof. Section 10.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to constitute an original, but all of which shall constitute one and the same agreement, and may be delivered by e-mail or other electronic means intended to preserve the original graphic or pictorial appearance of a document. Section 10.13. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. Section 10.14. Tax Matters. The Reinsurer shall make a valid election under Section 953(d) of the Code to be treated as a domestic corporation for U.S. federal income tax purposes effective on or prior to the Effective Date. The Reinsurer agrees and acknowledges that any excise taxes imposed under Section 4371 of the Code in respect of any payment under this Agreement as a result of the Reinsurer’s election under Section 953(d) of the Code being revoked or otherwise terminated, or as a result of the rejection of such election by the Internal Revenue Service, shall be the responsibility of the Reinsurer. The Reinsurer shall indemnify the Ceding Company for any such excise taxes imposed on the Ceding Company. Section 10.15. DAC Tax Election. The Ceding Company and the Reinsurer jointly agree to make an election pursuant to Section 1.848-2(g)(8) of the Treasury Regulations. In accordance with, and in furtherance of that election:
21 1006378663v5 (a) For each taxable year under this Agreement, the party with net positive consideration, as defined in Section 1.848-2 of the Treasury Regulations, shall capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code. The parties agree to make such election by timely attaching the schedule contemplated by Section 1.848-2(g)(8) of the Treasury Regulations to their federal income tax returns. (b) Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement to ensure consistency for purposes of computing specified policy acquisition expenses or as otherwise required by the Internal Revenue Service. (c) This election will be made for the taxable year of each party that includes the Effective Date. This election will remain in effect for all future taxable years for which this Agreement remains in effect. Section 10.16. Offset. Any debts or credits between the Ceding Company and the Reinsurer under this Agreement only are deemed mutual debts and credits, as the case may be, and the Ceding Company and the Reinsurer shall have, and may exercise at any time and from time to time, the right to net or offset any such debts or credits under this Agreement only and only the balance shall be allowed or paid hereunder. This right of netting and offset shall not be affected or diminished because of insolvency of either Party to this Agreement. Section 10.17. Survival. Upon termination of this Agreement for any reason whatsoever, the obligations, terms or conditions set forth in Article VII, Section 10.2 and Section 10.9, shall survive such termination. Section 10.18. United States Currency. Each Party shall remit all payments due to the other Party under this Agreement in United States dollars. Section 10.19. No Reinsurance Intermediaries. Each Party represents and warrants to the other Party that such Party has not engaged any reinsurance broker or other intermediary to perform any services in connection with this Agreement and that no reinsurance broker or other intermediary is entitled to any commission or other compensation in connection with the transactions contemplated by this Agreement. Section 10.20. Territories. This Agreement covers any territory in which (a) any Reinsured Policy is issued or sold, (b) any owner of, or insured or beneficiary under, any Reinsured Policy is located or (c) there is any claim relating to any Insurance Liability, or otherwise arising under this Agreement. Section 10.21. Submission to Jurisdiction. Without prejudice, and subject to, the Parties obligation to arbitrate pursuant to Article VII, each Party hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois, Eastern Division (the “Agreed Court”) for any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby (including any proceeding to compel arbitration or enforce an arbitral award). Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any
22 1006378663v5 such proceedings brought in such court. Each of the Parties irrevocably and unconditionally waives and agrees not to plead or claim in any such court (a) that it is not personally subject to the jurisdiction of the Agreed Court for any reason other than the failure to serve process in accordance with Applicable Law, (b) that it or its property is exempt or immune from jurisdiction of the Agreed Court or from any legal process commenced in the Agreed Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by Applicable Law that (i) the suit, action or proceeding in the Agreed Court is brought in an inconvenient forum and (ii) the venue of such suit, action or proceeding is improper. [SIGNATURES CONTAINED ON FOLLOWING PAGE.]
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Sch. 4.1-1 1006378663v5 Schedule 4.1 INVESTMENT GUIDELINES Funds Withheld Account Assets shall be invested in accordance with the Allstate Life Insurance Company Investment Guidelines attached hereto on an aggregate basis with all assets of Allstate Life Insurance Company’s Portfolio covered thereby. [see attached]
Sch. 4.1-2 1006378663v5 Schedule 1 Investment Guidelines T he Investm ent Guidelinesw illbe am ended to reflect any future changesin IllinoisInsurance L aw toconform toapplicableIllinoisinvestm entlaw s. I. Investment Objectives T heCom pany’sInvestm entO bjectivesareto: Ensure the prudent m anagem ent of the Com pany’sinvestm ents,taking into consideration preservation of principal, reasonable investm ent and issuer diversification, yield and return, stability in value, and liquidity, so that obligationsto Com pany policyholdersare adequately m et and the Com pany’s financialstrengthissufficienttocoverreasonably foreseeablebusinessneeds. S atisfy allrequirem entsunderIllinoisInsurance L aw governing the Com pany’s investm ent activities,including the quality,m aturity,and diversification of investm ents. O versee investm entstrategiesthat are intended to assure thatthe investm ents and investm ent practicesare appropriate for the businessconducted by the Com pany,includingthenatureanddurationofitsliabilities. Ensure thatthe investm entstrategiesim plem ented by the Investm entM anager areappropriateforan insurerw ith the productm ix,liquidity needs,and scale of theCom pany. II. Board Oversight T he m anagem ent ofthe Account shallat alltim esrem ain underthe oversight ofthe Board of Directorsofthe Com pany. T he Com pany’sm anagem ent w illoversee the ongoing activitiesof the Investm ent M anager to achieve the Com pany’sobjectivesw ithin itsrisk,capitaland liquidity tolerances. T he Com pany reservesthe right to review and direct asneeded specific investm entactivity toachieveitsobjectives. III. Eligible Investments T he Investm entM anagershallhave fullauthority to buy and sellinvestm entsfortheCom pany totheextentperm ittedby IllinoisInsuranceL aw ,includingasdescribedbelow . T he follow ing investm entsshallbe deem ed eligible investm entsforthe Com pany underthe Investm entP olicy and Guidelines: Cash equivalents: S hort-term ,highly rated and highly liquid investm entsorsecurities readily convertibletoknow nam ountsofcashw ithoutpenalty,including:
Sch. 4.1-3 1006378663v5 o Governm entm oney m arketm utualfundsandclassonem oney m arketm utualfunds o S hort-term :Investm entsw itharem ainingterm tom aturity of90 daysorless o Highly rated:Investm entrated "P -1"by M oody'sInvestorsS ervice,Inc.,or"A-1"by S &P ,oritsequivalentratingby anationally recognized statisticalratingorganization recognizedby theS VO U .S .T reasury andagency securities CanadianGovernm entand agency securities Debtsecuritiesofdom esticandforeigngovernm ents Debtsecuritiesofdom esticandforeigncorporateissuersoraR EIT P referredandcom m onstockofdom esticandforeignissuers Assetbackedsecurities M ortgagebacked securities M ortgageloans R ealestate,realproperty Equity interests,lim itedpartnershipinterests S ecuritieslendingrepurchase,reverserepurchaseanddollarrolltransactions Derivative instrum ents: Including options,w arrantsused in ahedging transaction and not attached to another financialinstrum ent,caps,floorscollars,sw aps,forw ards, futuresandany otheragreem ents,optionsorinstrum entssubstantially sim ilarthereto. R ated creditinstrum ents S pecialratedcreditinstrum ents Investm ent vehiclescontrolled and m anaged by affiliatesofthe Investm ent M anager (“ Affiliated Funds” ),w hich m ay include com m ingled orsingle investor,pooled orsingle purpose,funds and other separately m anaged account arrangem ents and assets Investm ent strategiesstructured and m anaged by affiliatesofthe Investm entM anager (“ AffiliatedS trategies” ) Investm entsin debt obligationsorequity ofany portfolio entitiesofAffiliated Funds; debtobligationsorequity m anaged,originated orserviced by the Investm entM anager, itsaffiliatesorportfolio entitiesofAffiliated Funds;securitizationsm anaged,originated orserviced by the Investm ent M anager,itsaffiliatesorportfolio entitiesofAffiliated Funds.
Sch. 4.1-4 1006378663v5 Investm entsthatareeligibleforthepaym entoraccrualofinterestordiscount(w hether in cash orotherform sofincom e orsecurities),eligible to receive dividends,orother distributionsorisotherw iseincom eproducing. IV. Investment Limits Alllim itsreferredtohereinarew ithrespecttostatutory bookvalue. Ifthe Com pany acquiresadditionalinvestm entsthat exceed the quantitative lim itationsof certain provisionsof IllinoisInsurance L aw ,then the Com pany shallm anage the P ortfolio consistentw ithIllinoisInsuranceL aw orasapproved by theDirector,and asappropriateforthe Com pany. T heCom pany m ay acquireorhold asadm ittedassetsinvestm entsthatdonototherw isequalify underIllinoisInsurance L aw ,orexceed the lim itsand capson investm entsofadm itted assets underIllinoisInsurance L aw ,in am annerconsistent w ith the provisionsofIllinoisInsurance L aw ,orasapprovedby theDirector. Eligible Investments Limits Investment Type Maximum Limit Special Rated Credit Instruments 5% Canadian Investments Issued,assum ed,guaranteed,insuredby CanadianGov’tor CanadianGS E N otissued,assum ed,guaranteed,insuredby CanadianGov’tor CanadianGS E 40% 40% 25% Foreign Investments (Excluding Canada) S ingleforeignjurisdictionw ithN AIC 1 rating S ingleforeignjurisdictionw ithN AIC 2-6 rating Excluded:CollateralizedL oanO bligations(CL O s)thathaveaU .S basedco-issuerw hereatleast80% ofsuchCL O ’sassetsm ustbe investedinobligationsofissuersdom iciledororganizedintheU .S . 20% 10% 3% Foreign Currency S ingleforeignjurisdictionw ithsovereignratingofN AIC 1 S ingleforeignjurisdictionw ithsovereignratingofN AIC 2-6 Excluded:Foreigncurrency hedgedtoU .S .Dollar 10% 10% 3% Preferred Stocks Qualifying as Rated Credit Instruments (Excluding foreign investments) N otsinkingfundstocksandratedbelow N AIC 2 33.33% 15% Mortgages Loans ConstructionL oans 2% Real Estate T otalm ortgageloananddirectrealestateinvestm ent 45%
Sch. 4.1-5 1006378663v5 Leased Personable Property 2% Equity Interests N otlistedonqualifiedexchange(excludingm utualfunds) 20% 5% 1. Credit Quality Limits T heP ortfolioism anagedw ithinthefollow ingratingguidelines: N AIC R ating 1 and 2 0 – 100% 3-6 0 – 20% 4-6 0 – 10% 5-6 0 – 3% 6 0 – 1% 1. Asset Class Requirements Asset classrequirem entsw illbe consistent w ith IllinoisInsurance L aw and appropriate fortheCom pany. 2. Stock Limits N om orethan20% oftheP ortfoliom ay beinvested inunaffiliatedequity interests P referredstockandhybrids o T he Com pany m ay invest in preferred stocksthat qualify asR ated Credit Instrum ents(asdefined in the IllinoisInsurance Code)ofsolvent institutionsin the U nited S tates and Canada consistent w ith Illinois Insurance L aw and appropriatefortheCom pany. o N o m ore than 3% ofthe portfolio m ay be invested in the preferred stockofan unaffiliatedsingleissuer S ingleissuer o N o m ore than 3% ofthe P ortfolio m ay be invested in equity interestsofan unaffiliatedsingleissuer o N o m ore than 5% ofthe P ortfolio m ay be invested in equity intereststhat are notlistedonaforeignorU .S .securitiesexchange 3. Partnership Limit
Sch. 4.1-6 1006378663v5 T he Com pany m ay investin partnership interestsconsistentw ith IllinoisInsurance L aw and asappropriatefortheCom pany. 4. Foreign Limits T he Com pany shallinvest in securitiesissued by foreign issuersand foreign currenciesin a m annerconsistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany. 5. Single Issuer Limits Consistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany,theCom pany’s exposuretosingleissuersislim itedtoprotectagainsttheriskofconcentratedexposureto any oneentity.T heCom pany shallnotacquire,directly orindirectly,aninvestm entif,asa resultofandaftergivingeffecttotheinvestm ent,theinsurerw ouldholdm orethan3% of itsadm ittedassetsininvestm entsofalkindsissued,assum ed,accepted,guaranteed,or insuredby asingleperson. Single Issuer Limits: Sector Sector/Rating Maximum Limit Rated credit instrument by SVO Includes:ABS N AIC 1-2 Includes:M ortgagerelated(singleasset) Excludes:M ortgagerelated(poolofassets) Excludes:Financialguaranty insurerw ithhighestN R S R O rating 3% S eeBelow N /A ABS (Single asset or pool of assets) N AIC 3-6 N AIC 4-6 1% 0.5% Mortgage Related (Pool of assets) 5% Mortgage Loans (One secured location) ConstructionL oans 1% 0.25% Leased Personable Property (item of property) 0.5% 6. Reverse Repurchase Transaction, Securities Lending, and Dollar Roll Limits R everserepurchasing,securitieslendinganddollartransactionsm ay beutilizedforthepurpose ofbridgingshortterm fundinggaps. Any transactionm ustterm inatenolaterthanoneyear from itsinception. N om orethan40% ofadm itted assetsm ay besubjecttoreverse repurchasing,repurchasing,orsecuritieslendingagreem ents. T hislim itationexcludes collateralpostedtotheFHL B. Inadollarrolltransaction(thesaleofsecuritiesissues,assum ed,orguaranteedby thefederal housingagenciesw iththeobligationtopurchasenom orethan96 dayslatersubstantially sim ilarsecurities),cashreceivedby theCom pany m ustequalatleast100% ofthem arketvalue ofthesecuritiestransferredtothecounterparty.
Sch. 4.1-7 1006378663v5 7. FX Exposures T heCom pany w illm anageitsforeigncurrency exposureconsistentw ithIllinoisInsuranceL aw andasappropriatefortheCom pany. 8. Maturity T heCom pany w illm anagedurationobjectivesforinvestm entsw ithintargetsdeterm ined as appropriatefortheCom pany consistentw iththeCom pany’sassetliability m anagem entpolicy. 9. Derivatives Derivativesm ay beusedinhedgingtransactions. Derivative Limits Type Maximum Limit Hedging Transactions Aggregatestatem entvalueofoptions,caps,floorsandw arrantsnot attachedtoanotherfinancialinstrum entpurchased Aggregatestatem entvalueofoptions,capsandfloors Aggregatepotentialexposureofcollars,sw aps,forw ardsandfutures 7.5% 3% 6.5% Income Generation Transactions 10% Replication Transactions S ubjecttoallprovisionsasiftransactionconstituteddirectinvestm ent Counterparty exposurelim itsinhedgingtransactionsaretobecalculatedinaccordancew ith IllinoisInsuranceL aw .
Sch. 4.1-8 1006378663v5 10. Real Estate Bonds and Mortgages T heCom pany w illm anageitsrealestateandm ortgageinvestm entsconsistentw ithIllinois InsuranceL aw and asappropriatefortheCom pany. Other Limits Sector Mortgage Loans FirstL ien S econdL ien Domestic jurisdiction 90% ofthefairm arketvalueoftherealestateifthe m ortgageloanissecuredby apurchasem oney m ortgage 80% ofthefairm arketvalueoftherealestate,ifloan requiresim m ediatescheduledpaym entinperiodic installm entsofprincipalandinterest,hasanam ortization periodof30 yearsorlessandperiodicpaym entsm adeno lessfrequently thanannually. Forresidentialm ortgage loans,the80% lim itationm ay beincreasedto97% if acceptableprivatem ortgageinsurancehasbeenobtained 75% ofthefairm arketvalueoftherealestateform ortgage loansthatdonotm eettherequirem entsabove Com pany m ustbeholderoffirstlien Credit Lease Transactions Exempt from Mortgage Loan limits above if: T heloanam ortizesovertheinitialfixedleaseterm atleast inanam ountsufficientsothattheloanbalanceattheend oftheleaseterm doesnotexceedtheoriginalappraised valueoftherealestate; T heleasepaym entscoverorexceedthetotaldebtservice overthelifeoftheloan; A tenantoritsaffiliatedentity,w hoseratedcredit instrum entshaveaS VO 1 or2 designationoracom parable ratingfrom anationally recognizedstatisticalrating organizationrecognizedby theS VO ,hasafullfaithand creditobligationtom aketheleasepaym ents; T heinsurerholdsoristhebeneficialholderofafirstlien m ortgageontherealestate; T heexpensesoftherealestatearepassedthroughtothe tenant,excludingexterior,structural,parkingandheating, ventilationandairconditioningreplacem entexpenses, unlessannualescrow contributions,from cashflow sderived from theleasepaym ents,covertheexpenseshortfall;and T hereisaperfectedassignm entoftherentsduepursuant totheleaseto,orforthebenefitof,theinsurer.
Sch. 4.1-9 1006378663v5 11. Investment in Affiliated Funds and Strategies Investm entsinaffiliatedfundsandaffiliated strategiesshallbeundertakenasrequired by IllinoisInsuranceL aw and asappropriatefortheCom pany. P riortoundertakingany investm entinanaffiliatethatisequaltoorexceedsthelesser of3% ofCom pany’sadm itted assetsor25% oftheCom pany’ssurplusasregards policyholdersasofthe31stday ofthepriorDecem ber,theCom pany w illprovidethe Directorw ithaForm D P riorN otificationofT ransactionandseektheDirector’sapproval ornon-disapprovalthereof. Allinvestm entsinaffiliatesshallbereported inany Form B oram endm enttheretofiled w iththeDirector.
Sch. 5.2-1 1006378663v5 Schedule 5.2 FORM OF QUARTERLY SETTLEMENT REPORTS FUNDS WITHHELD RESERVES ADJUSTMENT 1. Funds Withheld Reserves Adjustment a. Reinsurer’s Quota Share of Statutory Reserves & Liabilities at end of current Accounting Period (7a) b. Reinsurer’s Quota Share of Statutory Reserves & Liabilities at beginning of current Accounting Period (7b) c. Funds Withheld Investment Results (2e) d. 1a – 1b – 1c If 1(d) is positive, reinsurer will pay the ceding company. If 1(d) is negative, the ceding company will pay the absolute value of 1(d) to the reinsurer. 2. Funds Withheld Investment Results a. Net Investment Income of Funds Withheld Account Assets b. Realized Capital Gains (Losses) of Funds Withheld Account Assets c. Change in Unrealized Capital Gains (Losses) of Funds Withheld Account Assets (for assets, other than fixed income, if the statement value is not amortized cost) d. Change in IMR of Funds Withheld Account Assets e. Funds Withheld Investment Results (2a + 2b + 2c – 2d) QUARTERLY SETTLEMENT AMOUNT 3. Premiums * Quota Share 4. Insurance Liabilities (net of Other Reinsurance) a. Claims and other Benefits * Quota Share b. Commissions * Quota Share c. Operating Expenses * Quota Share d. (4a + 4b + 4c) 5. Premium Tax * Quota Share 6. Funds Withheld Reserves Adjustment (1d) STATUTORY RESERVES AND LIABILITIES 7. Reinsurer’s Quota Share of Statutory Reserves and Liabilities (Funds Withheld Reserve) a. Reinsurer’s Quota Share of Statutory Reserves and Liabilities at beginning of Accounting Period b. Reinsurer’s Quota Share of Statutory Reserves and Liabilities at end of Accounting Period
Sch. 5.6(a)-1 1006378663v5 Schedule 5.6(a) ADDITIONAL CEDING COMPANY REPORTS 1. Cash Flow Projections – Quarterly – to be delivered no later than 60 days following the last day of each quarter – cash flow projections based on policies in force at the end of the quarter, calculated in accordance with applicable SAP: a. based on assumptions defined by the Reinsurer (to be set after review of assumptions) b. Liability cash flows c. Asset cash flows 2. Funds Withheld Reinsurance Exposures – Quarterly– to be delivered no later than 60 days following the last day of each quarter, calculated in accordance with applicable SAP: a. Funds Withheld Reinsurance Reserves b. Funds Withheld Reinsurance Assets: i. split by asset class and rating ii. statutory book value and market value 3. Experience Analysis of actuarial assumptions – Annually – to be delivered no later than 10 Business Days following the productions of draft and final analyses, calculated in accordance with applicable SAP
B-1 1006378663v5 Exhibit A INITIAL FUNDS WITHHELD ASSETS [See attached.]
CUSIP Description Original Lot ID Base Current Units Est. STAT Book Value 1236020 10855 Philadelphia Avenue 677094771 6,200,000.00 6,200,000.00 1233370 117 Park Drive 677094818 3,245,687.36 3,227,321.94 1233420 120-124 Peterborough Street 677094820 3,179,268.15 3,179,268.15 1233400 191-195 Park Drive 677094821 3,179,268.15 3,179,268.15 1236520 21 Pearl 677094761 10,200,000.00 10,200,000.00 1236520 21 Pearl 758981265 10,200,000.00 10,470,769.82 88579YBB6 3M CO 757398264 10,000,000.00 9,989,370.18 88579YBG5 3M CO 756546172 600,000.00 670,743.58 88579YAV3 3M CO 757398262 5,091,000.00 5,061,130.72 88579YBC4 3M CO 757398267 12,000,000.00 12,000,000.00 88579YAV3 3M CO 757398261 8,736,000.00 8,687,541.38 88579YBB6 3M CO 757398265 10,000,000.00 10,055,812.11 88579YBJ9 3M CO 757398271 2,000,000.00 1,982,654.19 88579YBH3 3M CO 757398269 5,000,000.00 4,981,536.74 88579YBG5 3M CO 756546171 600,000.00 670,743.58 88579YBC4 3M CO 695749511 1,000,000.00 1,000,000.00 88579YBC4 3M CO 695749519 1,000,000.00 1,000,000.00 1234380 525 West Alameda 677094792 3,474,614.74 3,474,614.74 1235340 755 North 677094844 25,505,940.74 25,394,167.76 1235340 755 North 758981383 8,828,979.49 9,464,107.36 02379DAA8 AAL 2019-1 B 696533723 429,216.54 311,435.86 002824BF6 ABBOTT LABORATORIES 666323103 5,000,000.00 5,325,593.46 002824BF6 ABBOTT LABORATORIES 666337463 4,714,000.00 4,776,833.02 00287YCA5 ABBVIE INC 696533715 500,000.00 498,381.59 00287YCA5 ABBVIE INC 666326281 500,000.00 498,367.82 00287YBX6 ABBVIE INC 666330352 7,000,000.00 6,998,688.30 00287YAX7 ABBVIE INC 666337307 4,000,000.00 3,999,927.70 00287YBV0 ABBVIE INC 666337303 5,000,000.00 4,995,658.34 00724PAC3 ADOBE INC 666323124 4,000,000.00 3,998,037.78 00724PAC3 ADOBE INC 666338404 6,000,000.00 5,997,056.70 00101JAH9 ADT SECURITY CORP 666339125 10,000,000.00 9,999,854.86 00774CAB3 AECOM 666330307 1,000,000.00 998,557.06 00108WAN0 AEP TEXAS INC 697709906 5,000,000.00 4,985,271.56
00115AAK5 AEP TRANSMISSION COMPANY LLC 696531425 300,000.00 298,333.82 00115AAK5 AEP TRANSMISSION COMPANY LLC 666325733 300,000.00 298,324.58 00130HCC7 AES CORP 696533707 500,000.00 498,245.88 00130HCB9 AES CORP 696536464 1,000,000.00 999,822.93 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286089 2,896,227.51 2,895,202.72 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286086 2,557,292.72 2,556,387.86 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286085 2,527,974.81 2,527,080.31 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286091 3,098,079.21 3,096,983.01 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286087 2,765,352.21 2,764,373.73 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286084 2,397,603.22 2,396,754.86 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286090 2,947,216.65 2,946,173.81 00122@AA9 AES SOUTHLAND ENERGY, LLC 674286088 2,810,253.67 2,809,259.30 00817YAV0 AETNA INC 666336864 5,000,000.00 4,998,203.21 00817YAV0 AETNA INC 666336889 5,000,000.00 4,998,203.21 00846UAN1 AGILENT TECHNOLOGIES INC 701624580 5,000,000.00 4,991,602.47 00914AAG7 AIR LEASE CORP 666330326 6,000,000.00 5,893,869.77 00913RAF3 AIR LIQUIDE FINANCE SA 666330328 5,000,000.00 4,960,112.98 00913RAF3 AIR LIQUIDE FINANCE SA 666338379 2,000,000.00 1,984,045.19 00928QAP6 AIRCASTLE LTD 666337007 1,620,000.00 1,622,891.09 010869EK7 ALAMEDA CORRIDOR TRANSPORTATION AUTHORITY 666330649 9,300,000.00 4,847,647.34 011903CA7 ALASKA INDL DEV & EXPT AUTH REV 666331111 5,055,000.00 4,257,139.53 011903CA7 ALASKA INDL DEV & EXPT AUTH REV 674270325 6,740,000.00 5,630,091.27 013092AC5 ALBERTSONS COMPANIES INC 666330668 5,000,000.00 5,000,000.00 013092AE1 ALBERTSONS COMPANIES INC 666330662 3,000,000.00 3,000,000.00 013092AB7 ALBERTSONS COMPANIES INC 666337026 2,000,000.00 2,062,443.20 013822AC5 ALCOA NEDERLAND HOLDING BV 666326302 3,138,000.00 3,184,496.39 013822AC5 ALCOA NEDERLAND HOLDING BV 666330618 3,000,000.00 2,994,647.75 01626PAH9 ALIMENTATION COUCHE-TARD INC 666330612 4,199,000.00 4,196,650.85 01626PAN6 ALIMENTATION COUCHE-TARD INC 666330637 4,500,000.00 4,483,069.98 01626PAH9 ALIMENTATION COUCHE-TARD INC 666330642 3,801,000.00 3,797,907.96 01748TAB7 ALLEGION PLC 696535015 1,000,000.00 999,765.73 01748TAB7 ALLEGION PLC 666337984 1,000,000.00 999,756.48 01748NAE4 ALLEGION US HOLDING COMPANY INC 666330636 2,000,000.00 1,996,998.74 01882YAB2 ALLIANT ENERGY FINANCE LLC 666338357 2,500,000.00 2,496,605.92
019736AE7 ALLISON TRANSMISSION INC 666330709 1,625,000.00 1,632,146.02 02079KAC1 ALPHABET INC 757398382 8,628,000.00 8,566,624.56 02079KAJ6 ALPHABET INC 761350790 3,000,000.00 2,991,550.56 02079KAB3 ALPHABET INC 666337613 2,500,000.00 2,499,943.77 02209SBH5 ALTRIA GROUP INC 696536491 1,500,000.00 1,499,576.84 023135CA2 AMAZON.COM INC 757398390 15,000,000.00 14,944,604.98 023135BY1 AMAZON.COM INC 695901423 20,000,000.00 19,988,937.61 023135BY1 AMAZON.COM INC 686845068 10,000,000.00 9,994,468.80 02343UAG0 AMCOR FINANCE (USA) INC 666326165 2,000,000.00 1,998,447.65 02343UAG0 AMCOR FINANCE (USA) INC 666326174 4,958,000.00 4,982,774.73 02343UAG0 AMCOR FINANCE (USA) INC 666326198 2,000,000.00 2,011,194.61 02343UAG0 AMCOR FINANCE (USA) INC 666338727 1,500,000.00 1,511,925.21 02343UAG0 AMCOR FINANCE (USA) INC 666337484 5,000,000.00 5,027,986.50 02343UAG0 AMCOR FINANCE (USA) INC 666337630 4,585,000.00 4,621,059.42 02343UAG0 AMCOR FINANCE (USA) INC 666337559 4,000,000.00 3,996,895.33 02343UAG0 AMCOR FINANCE (USA) INC 666337486 12,042,000.00 12,102,172.90 02344AAA6 AMCOR FLEXIBLES NORTH AMERICA INC 692718811 7,000,000.00 6,997,035.37 02344AAA6 AMCOR FLEXIBLES NORTH AMERICA INC 697709916 9,000,000.00 8,996,188.33 081437AS4 AMCOR FLEXIBLES NORTH AMERICA INC 666338260 5,000,000.00 5,009,942.67 02344AAA6 AMCOR FLEXIBLES NORTH AMERICA INC 688016508 3,500,000.00 3,498,517.68 90345KAA8 AMERICAN AIRLINES 2010-1 PASS THROUGH TRUST 666337753 1,610,641.81 1,610,605.85 025537AP6 AMERICAN ELECTRIC POWER COMPANY INC 666338824 400,000.00 399,350.39 02665WDW8 AMERICAN HONDA FINANCE CORP 695901419 5,000,000.00 4,992,225.16 02665WDT5 AMERICAN HONDA FINANCE CORP 718405233 7,000,000.00 6,982,867.55 02665WDL2 AMERICAN HONDA FINANCE CORP 666338821 10,000,000.00 9,998,219.24 026874DN4 AMERICAN INTERNATIONAL GROUP INC 666338814 2,500,000.00 2,494,645.64 03027XAK6 AMERICAN TOWER CORP 666323113 1,700,000.00 1,755,958.72 03027XAG5 AMERICAN TOWER CORP 666330689 5,000,000.00 5,021,936.95 03027XBA7 AMERICAN TOWER CORP 666330527 6,000,000.00 5,977,842.15 03027XAK6 AMERICAN TOWER CORP 666338773 3,300,000.00 3,408,683.41 03027XAU4 AMERICAN TOWER CORP 666338768 2,500,000.00 2,479,116.35 03027XAK6 AMERICAN TOWER CORP 666338872 1,980,000.00 2,045,351.34 03040WAW5 AMERICAN WATER CAPITAL CORP 666326253 1,000,000.00 996,484.15 03040WAZ8 AMERICAN WATER CAPITAL CORP 692718813 6,000,000.00 5,983,002.82
03040WAY1 AMERICAN WATER CAPITAL CORP 697709922 6,000,000.00 5,982,534.56 03040WAZ8 AMERICAN WATER CAPITAL CORP 697709923 7,000,000.00 6,980,169.96 03040WAX3 AMERICAN WATER CAPITAL CORP 666330522 5,000,000.00 4,990,171.34 03040WAW5 AMERICAN WATER CAPITAL CORP 666330524 5,000,000.00 4,982,420.77 03040WAZ8 AMERICAN WATER CAPITAL CORP 685718729 3,000,000.00 2,991,501.41 030981AL8 AMERIGAS PARTNERS LP 666326246 750,000.00 744,834.12 030981AJ3 AMERIGAS PARTNERS LP 666330517 7,000,000.00 7,000,000.00 030981AL8 AMERIGAS PARTNERS LP 666329543 400,000.00 400,000.00 030981AJ3 AMERIGAS PARTNERS LP 666329546 2,000,000.00 2,002,884.37 030981AL8 AMERIGAS PARTNERS LP 666329540 400,000.00 400,000.00 030981AJ3 AMERIGAS PARTNERS LP 666329549 2,000,000.00 2,000,000.00 030981AL8 AMERIGAS PARTNERS LP 666329566 1,000,000.00 993,112.16 031162CH1 AMGEN INC 666324496 10,000,000.00 9,993,223.37 031162CH1 AMGEN INC 666324662 5,000,000.00 4,996,611.68 031162CT5 AMGEN INC 696531134 1,900,000.00 1,896,893.39 031162BV1 AMGEN INC 666326218 1,000,000.00 1,006,328.77 031162BV1 AMGEN INC 666323114 3,605,000.00 3,619,902.66 031162CU2 AMGEN INC 666329563 3,000,000.00 2,999,151.16 031162CT5 AMGEN INC 666338632 1,800,000.00 1,797,056.37 031162CT5 AMGEN INC 666338628 5,000,000.00 5,041,503.81 031162CT5 AMGEN INC 761350806 2,000,000.00 2,028,125.61 031162BV1 AMGEN INC 666338785 5,000,000.00 4,997,684.57 00175PAC7 AMN HEALTHCARE INC 666324470 4,500,000.00 4,530,006.11 032095AJ0 AMPHENOL CORP 666329559 7,000,000.00 6,995,533.98 032095AJ0 AMPHENOL CORP 666338891 3,000,000.00 2,998,086.00 03027WAJ1 AMTT 2013-2A 2A 674270326 5,000,000.00 5,000,000.00 032654AU9 ANALOG DEVICES INC 753944745 5,000,000.00 4,970,514.11 03522AAG5 ANHEUSER-BUSCH COMPANIES LLC 666337234 2,610,000.00 2,587,880.52 03522AAG5 ANHEUSER-BUSCH COMPANIES LLC 666337246 4,000,000.00 3,971,379.89 03522AAG5 ANHEUSER-BUSCH COMPANIES LLC 666337232 6,756,000.00 6,716,828.58 035240AQ3 ANHEUSER-BUSCH INBEV WORLDWIDE INC 666339226 1,200,000.00 1,239,492.29 035240AQ3 ANHEUSER-BUSCH INBEV WORLDWIDE INC 666339082 1,200,000.00 1,238,615.95 035240AQ3 ANHEUSER-BUSCH INBEV WORLDWIDE INC 666339075 1,200,000.00 1,238,605.12 035240AQ3 ANHEUSER-BUSCH INBEV WORLDWIDE INC 666339228 1,200,000.00 1,239,492.29
037735CW5 APPALACHIAN POWER CO 666326285 2,500,000.00 2,492,432.25 037735CW5 APPALACHIAN POWER CO 666339137 2,500,000.00 2,492,432.25 037833AS9 APPLE INC 757398397 6,000,000.00 6,068,994.12 037833DN7 APPLE INC 666323106 8,000,000.00 7,990,482.62 037833DN7 APPLE INC 666338564 17,000,000.00 16,979,775.58 037833AS9 APPLE INC 666339135 15,000,000.00 14,996,764.65 037833BZ2 APPLE INC 761350786 8,750,000.00 9,049,152.67 038222AL9 APPLIED MATERIALS INC 666323105 4,028,000.00 4,281,422.33 038222AL9 APPLIED MATERIALS INC 666338560 6,042,000.00 6,422,133.50 03835VAG1 APTIV PLC 696533246 811,000.00 810,287.28 03835VAG1 APTIV PLC 666338533 763,000.00 762,321.68 038522AQ1 ARAMARK SERVICES INC 666326279 2,500,000.00 2,487,197.33 038522AR9 ARAMARK SERVICES INC 666329621 1,000,000.00 1,000,970.93 038522AQ1 ARAMARK SERVICES INC 666329624 2,380,000.00 2,359,988.81 038522AQ1 ARAMARK SERVICES INC 666338529 2,100,000.00 2,082,343.07 03938LBA1 ARCELORMITTAL SA 696532786 553,000.00 561,212.31 03938LAP9 ARCELORMITTAL SA 666329590 900,000.00 931,868.73 03938LAP9 ARCELORMITTAL SA 666329569 250,000.00 259,376.92 03938LAP9 ARCELORMITTAL SA 666329586 250,000.00 255,965.01 03938LAP9 ARCELORMITTAL SA 666329568 1,000,000.00 1,028,776.47 03938LAS3 ARCELORMITTAL SA 666329585 1,000,000.00 1,154,982.19 03938LAP9 ARCELORMITTAL SA 666329575 1,000,000.00 1,024,455.07 03938LAP9 ARCELORMITTAL SA 666329595 250,000.00 259,376.92 03938LAP9 ARCELORMITTAL SA 666329574 1,500,000.00 1,473,297.21 03938LAP9 ARCELORMITTAL SA 666329579 1,500,000.00 1,500,000.00 03938LAP9 ARCELORMITTAL SA 666329615 500,000.00 517,704.84 03938LAS3 ARCELORMITTAL SA 666330410 1,500,000.00 1,732,473.28 03938LAP9 ARCELORMITTAL SA 666337216 2,000,000.00 2,071,819.94 03938LAP9 ARCELORMITTAL SA 666337195 1,500,000.00 1,473,297.21 03938LAP9 ARCELORMITTAL SA 666337197 2,000,000.00 1,964,396.30 03938LAP9 ARCELORMITTAL SA 666337191 2,000,000.00 2,000,000.00 040555CW2 ARIZONA PUBLIC SERVICE CO 757398543 5,500,000.00 5,497,773.79 040555CH5 ARIZONA PUBLIC SERVICE CO 666326271 5,000,000.00 4,628,796.10 040555CN2 ARIZONA PUBLIC SERVICE CO 666330395 5,875,000.00 6,062,706.27
040555CK8 ARIZONA PUBLIC SERVICE CO 666337437 5,000,000.00 4,994,902.74 1235300 Arroyo South Business Center 677094857 15,172,786.28 15,129,103.41 1235300 Arroyo South Business Center 758981376 3,582,463.43 3,832,018.71 1235300 Arroyo South Business Center 758981257 5,900,528.00 6,311,560.23 04364VAG8 ASCENT RESOURCES UTICA HOLDINGS LLC 66633039 500,000.00 421,111.71 04364VAG8 ASCENT RESOURCES UTICA HOLDINGS LLC 666330366 2,000,000.00 1,955,422.70 044209AM6 ASHLAND LLC 666330383 1,000,000.00 975,545.55 044209AM6 ASHLAND LLC 666330468 1,000,000.00 1,079,244.39 044209AM6 ASHLAND LLC 666330384 2,150,000.00 2,284,527.83 044209AM6 ASHLAND LLC 666337364 750,000.00 731,659.17 044209AM6 ASHLAND LLC 666337359 2,000,000.00 2,007,069.52 045054AJ2 ASHTEAD CAPITAL INC 696531110 1,000,000.00 1,000,000.00 045054AJ2 ASHTEAD CAPITAL INC 666336844 1,000,000.00 1,000,000.00 04636NAB9 ASTRAZENECA FINANCE LLC 692720059 7,000,000.00 6,991,578.34 046353AZ1 ASTRAZENECA PLC 692718886 7,000,000.00 6,905,202.10 046353AN8 ASTRAZENECA PLC 666330487 10,000,000.00 9,969,478.27 046353AZ1 ASTRAZENECA PLC 697709918 3,000,000.00 2,959,372.33 00206RGQ9 AT&T INC 697164299 438,000.00 439,470.13 00206RHT2 AT&T INC 666323107 1,527,000.00 1,559,782.89 00206RHV7 AT&T INC 666323104 3,542,000.00 3,480,705.83 00206RHJ4 AT&T INC 666330356 5,000,000.00 4,981,231.19 00206RHW5 AT&T INC 666338395 10,000,000.00 9,971,211.58 00206RJY9 AT&T INC 666338391 5,000,000.00 4,992,917.20 00206RDQ2 AT&T INC 666338398 2,030,000.00 2,026,021.42 053015AG8 AUTOMATIC DATA PROCESSING INC 695901424 8,000,000.00 7,977,329.16 05329WAQ5 AUTONATION INC 696533737 500,000.00 497,735.06 05329WAP7 AUTONATION INC 666330477 1,000,000.00 999,544.27 05329WAP7 AUTONATION INC 666336817 4,000,000.00 3,998,177.13 05329WAP7 AUTONATION INC 666336820 1,000,000.00 999,544.27 053332AZ5 AUTOZONE INC 696536650 375,000.00 374,804.77 053484AB7 AVALONBAY COMMUNITIES INC 745168410 4,000,000.00 3,995,273.62 05401AAH4 AVOLON HOLDINGS FUNDING LTD 666336877 2,667,000.00 2,664,932.53 067316AD1 BACARDI LTD 666338076 2,000,000.00 1,956,971.72 067316AD1 BACARDI LTD 666338080 3,000,000.00 2,935,457.57
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191216CQ1 COCA-COLA CO 666330267 5,000,000.00 4,969,052.20 191216DP2 COCA-COLA CO 681188168 5,000,000.00 4,995,949.97 191216CT5 COCA-COLA CO 666338926 3,000,000.00 2,991,432.66 191216CP3 COCA-COLA CO 666338928 3,500,000.00 3,494,346.71 191216CE8 COCA-COLA CO 666338930 10,000,000.00 9,976,130.10 191216DJ6 COCA-COLA CO 681176032 7,000,000.00 6,973,450.65 191098AK8 COCA-COLA CONSOLIDATED INC 666330268 5,000,000.00 5,013,943.82 191241AH1 COCA-COLA FEMSA SAB DE CV 666330262 10,000,000.00 9,913,407.78 191241AH1 COCA-COLA FEMSA SAB DE CV 666337230 2,000,000.00 1,982,675.78 19416QEC0 COLGATE-PALMOLIVE CO 757398705 10,000,000.00 9,917,473.96 20030NBH3 COMCAST CORP 757398711 15,000,000.00 14,917,104.14 20030NCU3 COMCAST CORP 757398718 2,000,000.00 1,999,231.90 20030NBS9 COMCAST CORP 666323092 5,000,000.00 5,062,216.62 20030NBH3 COMCAST CORP 666330349 5,000,000.00 4,972,295.42 20030NCT6 COMCAST CORP 666339191 5,000,000.00 4,998,394.75 20030NDM0 COMCAST CORP 666339187 15,000,000.00 14,958,664.43 201723AK9 COMMERCIAL METALS CO 666326252 1,500,000.00 1,484,207.43 201723AL7 COMMERCIAL METALS CO 666326249 1,000,000.00 944,247.36 201723AL7 COMMERCIAL METALS CO 666330363 2,000,000.00 1,877,313.95 201723AL7 COMMERCIAL METALS CO 666330341 1,259,000.00 1,198,237.50 201723AL7 COMMERCIAL METALS CO 666330340 1,000,000.00 944,247.36 202712BN4 COMMONWEALTH BANK OF AUSTRALIA 701624598 5,00 ,000.00 5,000,000.00 202795JS0 COMMONWEALTH EDISON CO 666330360 12,000,000.00 11,984,320.19 202795JK7 COMMONWEALTH EDISON CO 761350798 6,245,000.00 6,624,865.58 202795JS0 COMMONWEALTH EDISON CO 666339197 2,000,000.00 1,997,386.70 20338QAD5 COMMSCOPE INC 666326224 3,000,000.00 3,000,000.00 20338QAD5 COMMSCOPE INC 666330320 3,765,000.00 3,765,000.00 205887CD2 CONAGRA BRANDS INC 696536730 750,000.00 747,244.87 20825CAX2 CONOCOPHILLIPS 721425840 1,000,000.00 996,205.37 20825CAX2 CONOCOPHILLIPS 686872117 2,000,000.00 1,992,412.49 20903XAF0 CONSOLIDATED COMMUNICATIONS INC 666324599 1,000,000.00 1,015,995.15 20903XAF0 CONSOLIDATED COMMUNICATIONS INC 666330332 3,000,000.00 3,047,985.43 209111GB3 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 697756962 8,000,000.00 7,968,100.27 209111GA5 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 697695365 5,000,000.00 4,988,040.78
209111FB4 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 666330324 12,000,000.00 11,966,355.64 209111GA5 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 718409591 5,000,000.00 4,988,040.78 209111GB3 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 698232382 6,000,000.00 5,976,075.20 21036PAS7 CONSTELLATION BRANDS INC 697164301 2,500,000.00 2,496,623.54 21036PAY4 CONSTELLATION BRANDS INC 696531236 248,000.00 247,686.87 21036PAY4 CONSTELLATION BRANDS INC 666330646 6,000,000.00 5,992,409.83 21036PAS7 CONSTELLATION BRANDS INC 666330652 2,500,000.00 2,496,584.16 21036PAY4 CONSTELLATION BRANDS INC 666339133 4,500,000.00 4,494,307.37 21036PAN8 CONSTELLATION BRANDS INC 666339070 6,100,000.00 6,274,539.12 21036PAY4 CONSTELLATION BRANDS INC 666339085 232,000.00 231,706.52 21036PAY4 CONSTELLATION BRANDS INC 666339056 500,000.00 499,367.48 21036PAP3 CONSTELLATION BRANDS INC 666339069 4,061,000.00 4,292,202.04 22160KAQ8 COSTCO WHOLESALE CORP 666338509 5,000,000.00 4,990,978.84 127097AE3 COTERRA ENERGY INC 762014654 143,000.00 142,795.10 224044CJ4 COX COMMUNICATIONS INC 666330626 5,000,000.00 4,985,290.56 1236590 Crescent VI 732164783 17,990,626.98 18,221,937.10 12636YAC6 CRH AMERICA FINANCE INC 696535178 1,238,000.00 1,232,717.00 12636YAA0 CRH AMERICA FINANCE INC 666325612 4,000,000.00 3,982,776.84 12636YAA0 CRH AMERICA FINANCE INC 666330310 4,000,000.00 3,982,776.84 12636YAC6 CRH AMERICA FINANCE INC 666337878 1,162,000.00 1,157,024.86 1235160 Cross Creek CVS 677094451 4,614,232.21 4,598,822.60 22822VAJ0 CROWN CASTLE INTERNATIONAL CORP 696535155 1,125,000.00 1,123,649.06 22822VAH4 CROWN CASTLE INTERNATIONAL CORP 666330708 4,000,000.00 3,998,386.33 22822VAJ0 CROWN CASTLE INTERNATIONAL CORP 666338537 1,125,000.00 1,123,632.28 228255AH8 CROWN CORK & SEAL COMPANY INC 666326059 1,000,000.00 1,051,889.73 228255AH8 CROWN CORK & SEAL COMPANY INC 666326019 650,000.00 685,025.06 228255AH8 CROWN CORK & SEAL COMPANY INC 666338532 1,000,000.00 1,053,884.70 228255AH8 CROWN CORK & SEAL COMPANY INC 666338397 831,000.00 874,120.38 126408HS5 CSX CORP 696534366 500,000.00 497,776.83 126408HE6 CSX CORP 666324562 10,000,000.00 9,978,676.31 126408HB2 CSX CORP 666323139 7,500,000.00 7,498,143.96 126408GY3 CSX CORP 666330334 5,000,000.00 4,985,120.58 126408HM8 CSX CORP 666330329 3,000,000.00 3,067,065.99 126408HB2 CSX CORP 666337900 7,500,000.00 7,553,538.02
126650DM9 CVS HEALTH CORP 666323138 5,000,000.00 4,988,304.17 126650DM9 CVS HEALTH CORP 666338297 10,000,000.00 9,981,051.22 126650DH0 CVS HEALTH CORP 666338298 5,000,000.00 4,993,095.19 233851ED2 DAIMLER FINANCE NORTH AMERICA LLC 701624603 10,000,000.00 9,996,705.03 2350366T2 DALLAS FORT WORTH TEX INTL ARPT REV 757398733 3,000,000.00 3,000,000.00 235218M35 DALLAS TEX 666331115 30,175,000.00 18,256,471.99 235218M76 DALLAS TEX 666331113 25,505,000.00 12,430,196.00 235218M50 DALLAS TEX 666331114 36,345,000.00 19,735,946.20 235218M68 DALLAS TEX 666338406 29,990,000.00 15,428,146.91 235822AB9 DANA FINANCING LUXEMBOURG SARL 666326135 1,836,000.00 1,836,000.00 23636TAE0 DANONE SA 666336892 4,000,000.00 4,000,000.00 23636TAE0 DANONE SA 666336891 2,000,000.00 2,000,000.00 23636TAD2 DANONE SA 666338388 10,000,000.00 10,000,000.00 237266AH4 DARLING INGREDIENTS INC 666324789 2,000,000.00 2,018,220.09 240019BV0 DAYTON POWER AND LIGHT CO 696536724 600,000.00 596,328.25 240019BV0 DAYTON POWER AND LIGHT CO 666325880 600,000.00 596,308.43 23311VAJ6 DCP MIDSTREAM OPERATING LP 666330724 1,000,000.00 1,002,124.37 24703TAB2 DELL INTERNATIONAL LLC 709420403 406,000.00 405,061.28 24703TAC0 DELL INTERNATIONAL LLC 709420406 500,000.00 499,553.64 24703TAE6 DELL INTERNATIONAL LLC 709420400 812,000.00 810,675.66 24703TAB2 DELL INTERNATIONAL LLC 727134086 385,000.00 384,101.15 24703TAE6 DELL INTERNATIONAL LLC 727134084 771,000.00 769,727.38 247361ZZ4 DELTA AIR LINES INC 696533536 400,000.00 400,013.88 247361ZZ4 DELTA AIR LINES INC 666330547 2,000,000.00 1,980,333.68 247361ZZ4 DELTA AIR LINES INC 666330543 1,000,000.00 1,004,076.50 247361ZZ4 DELTA AIR LINES INC 666339162 1,000,000.00 1,001,073.57 247361ZZ4 DELTA AIR LINES INC 666339195 375,000.00 371,312.56 24906PAA7 DENTSPLY SIRONA INC 696535049 1,000,000.00 998,177.08 25156PAV5 DEUTSCHE TELEKOM INTERNATIONAL FINANCE BV 66324448 20,000,000.00 19,999,920.27 25156PAV5 DEUTSCHE TELEKOM INTERNATIONAL FINANCE BV 66339244 20,000,000.00 19,999,920.27 23291KAK1 DH EUROPE FINANCE II SARL 666330730 5,000,000.00 4,988,413.34 23291KAH8 DH EUROPE FINANCE II SARL 666330707 7,000,000.00 6,994,516.06 23291KAJ4 DH EUROPE FINANCE II SARL 666330702 9,000,000.00 8,984,273.35 23291KAJ4 DH EUROPE FINANCE II SARL 666337396 4,000,000.00 3,993,010.36
25243YBA6 DIAGEO CAPITAL PLC 666324460 7,000,000.00 6,998,848.17 25243YBB4 DIAGEO CAPITAL PLC 666330493 3,000,000.00 2,977,979.48 25243YBB4 DIAGEO CAPITAL PLC 666339089 3,000,000.00 2,977,978.15 25470DBF5 DISCOVERY COMMUNICATIONS LLC 696531444 300,000.00 299,614.71 25470DAM1 DISCOVERY COMMUNICATIONS LLC 666339111 10,000,000.00 9,993,353.99 25470DBF5 DISCOVERY COMMUNICATIONS LLC 666339110 300,000.00 299,607.04 25470XAW5 DISH DBS CORP 666326012 3,140,000.00 3,140,000.00 256141AA0 DOCTORS CO 726005906 15,000,000.00 15,000,000.00 256746AG3 DOLLAR TREE INC 696533296 827,000.00 826,595.82 256746AG3 DOLLAR TREE INC 666338475 773,000.00 772,605.27 25746UDB2 DOMINION ENERGY INC 696531076 1,500,000.00 1,500,239.06 25746UDG1 DOMINION ENERGY INC 696534408 500,000.00 495,677.70 837004CB4 DOMINION ENERGY SOUTH CAROLINA INC 66632989 3,000,000.00 3,072,382.26 260543CX9 DOW CHEMICAL CO 696532821 600,000.00 599,855.96 260543CX9 DOW CHEMICAL CO 666323006 5,000,000.00 5,145,218.52 260543CX9 DOW CHEMICAL CO 666337401 600,000.00 599,844.90 233293AR0 DPL INC 683598851 1,000,000.00 1,000,000.00 26243KAC1 DRSLF 57 A 666326005 11,000,000.00 10,871,770.94 23338VAK2 DTE ELECTRIC CO 666330717 5,000,000.00 4,995,146.16 23334BAA2 DTE ENERGY CENTER LLC 666330722 4,569,182.08 4,569,758.17 233331AW7 DTE ENERGY CO 696531123 1,800,000.00 1,799,688.55 26441CBM6 DUKE ENERGY CORP 709424498 5,000,000.00 4,987,784.24 26441CBN4 DUKE ENERGY CORP 712821180 5,000,000.00 4,998,179.48 26441CBN4 DUKE ENERGY CORP 699163632 5,000,000.00 4,998,179.48 26441CBL8 DUKE ENERGY CORP 699163634 10,000,000.00 9,987,265.33 26441CAX3 DUKE ENERGY CORP 666329560 2,000,000.00 1,996,574.25 26441CBL8 DUKE ENERGY CORP 709015794 5,000,000.00 4,993,632.66 278062AG9 EATON CORP 666329606 4,000,000.00 4,000,000.00 278062AD6 EATON CORP 666336720 10,000,000.00 9,980,210.38 278058AY8 EATON CORP 666336744 5,000,000.00 4,308,985.26 278642AY9 EBAY INC 697709919 3,000,000.00 2,998,734.41 278642AL7 EBAY INC 666336717 5,000,000.00 4,966,401.03 278865AV2 ECOLAB INC 757398820 7,000,000.00 6,988,449.74 281020AQ0 EDISON INTERNATIONAL 696535051 1,000,000.00 999,182.56
281020AS6 EDISON INTERNATIONAL 697695369 1,500,000.00 1,500,000.00 28414HAE3 ELANCO ANIMAL HEALTH INC 696531116 1,626,000.00 1,626,000.00 28414HAE3 ELANCO ANIMAL HEALTH INC 666336794 1,534,000.00 1,534,000.00 268317AS3 ELECTRICITE DE FRANCE SA 666329514 2,500,000.00 2,503,139.97 29103DAQ9 EMERA US FINANCE LP 697709909 6,000,000.00 6,000,000.00 291011BP8 EMERSON ELECTRIC CO 756546041 500,000.00 499,598.74 292480AM2 ENABLE MIDSTREAM PARTNERS LP 696534245 100,000.00 99,858.86 292480AM2 ENABLE MIDSTREAM PARTNERS LP 696533542 400,000.00 399,435.55 292480AM2 ENABLE MIDSTREAM PARTNERS LP 666337102 500,000.00 499,289.63 29250NBE4 ENBRIDGE INC 706936111 5,000,000.00 4,987,864.98 29250NAZ8 ENBRIDGE INC 666330419 5,000,000.00 4,996,917.47 29261AAA8 ENCOMPASS HEALTH CORP 666330411 2,500,000.00 2,479,142.27 29261AAB6 ENCOMPASS HEALTH CORP 666330368 2,750,000.00 2,713,854.91 29261AAB6 ENCOMPASS HEALTH CORP 666337130 1,000,000.00 998,993.73 29278GAF5 ENEL FINANCE INTERNATIONAL NV 666330392 6,000,000.00 5,951,403.65 29278GAA6 ENEL FINANCE INTERNATIONAL NV 666336980 5,000,000.00 4,969,689.47 29265WAA6 ENEL SPA 666330393 3,000,000.00 3,183,695.10 29265WAA6 ENEL SPA 666330367 1,500,000.00 1,488,167.02 29265WAA6 ENEL SPA 666337156 1,500,000.00 1,488,167.02 29278NAN3 ENERGY TRANSFER LP 666324358 500,000.00 528,835.58 29278NAN3 ENERGY TRANSFER LP 666325767 750,000.00 793,253.38 29278NAN3 ENERGY TRANSFER LP 666325765 1,375,000.00 1,454,297.87 75886AAJ7 ENERGY TRANSFER LP 666339222 4,500,000.00 4,422,984.90 86765BAU3 ENERGY TRANSFER LP 666338030 210,000.00 208,957.60 29278NAQ6 ENERGY TRANSFER LP 666336996 1,070,000.00 1,068,597.06 75886AAJ7 ENERGY TRANSFER LP 666339257 2,000,000.00 1,965,115.41 86765BAU3 ENERGY TRANSFER LP 666337014 350,000.00 348,877.61 29336UAE7 ENLINK MIDSTREAM PARTNERS LP 666330387 1,672,000.00 1,590,028.74 29366MAA6 ENTERGY ARKANSAS LLC 757398849 2,500,000.00 2,485,990.71 29366MAA6 ENTERGY ARKANSAS LLC 666330466 2,500,000.00 2,485,990.71 29364WAY4 ENTERGY LOUISIANA LLC 757398829 5,000,000.00 4,989,017.88 29364WBB3 ENTERGY LOUISIANA LLC 757398840 5,000,000.00 4,991,358.62 29364WAY4 ENTERGY LOUISIANA LLC 757398828 10,000,000.00 9,978,035.76 29364WAZ1 ENTERGY LOUISIANA LLC 666325840 8,000,000.00 7,997,810.93
29364WAZ1 ENTERGY LOUISIANA LLC 666338316 7,000,000.00 6,998,080.65 29379VBZ5 ENTERPRISE PRODUCTS OPERATING LLC 666338356 300,000.00 295,675.34 294429AS4 EQUIFAX INC 696535055 1,000,000.00 998,384.08 294429AQ8 EQUIFAX INC 696531080 1,500,000.00 1,497,944.80 29444UBC9 EQUINIX INC 696531065 1,410,000.00 1,410,000.00 29444UBD7 EQUINIX INC 696531162 2,210,000.00 2,207,687.46 29444UBT2 EQUINIX INC 692722135 5,000,000.00 4,959,550.60 29444UBT2 EQUINIX INC 697709915 10,000,000.00 9,919,101.20 29444UBS4 EQUINIX INC 697709920 10,000,000.00 9,953,703.63 29444UBD7 EQUINIX INC 666338110 2,230,000.00 2,227,637.82 26884TAP7 ERAC USA FINANCE LLC 666329539 5,000,000.00 5,018,395.72 26884TAT9 ERAC USA FINANCE LLC 666337304 10,000,000.00 9,994,502.47 29670GAD4 ESSENTIAL UTILITIES INC 666330459 5,600,000.00 5,600,000.00 29736RAN0 ESTEE LAUDER COMPANIES INC 757398857 4,000,000.00 3,985,523.19 29736RAP5 ESTEE LAUDER COMPANIES INC 666330485 6,000,000.00 5,952,804.57 30034WAB2 EVERGY INC 666330483 2,500,000.00 2,496,554.64 95709TAN0 EVERGY KANSAS CENTRAL INC 757398351 5,000,000.00 4,967,282.34 95709TAN0 EVERGY KANSAS CENTRAL INC 757398350 7,000,000.00 6,995,128.33 485134BH2 EVERGY METRO INC 666325646 3,000,000.00 2,987,926.28 210371AF7 EXELON CORP 666339130 3,960,000.00 3,961,674.06 30161NAU5 EXELON CORP 666337676 2,500,000.00 2,475,515.03 210371AF7 EXELON CORP 666339128 3,000,000.00 3,069,657.31 30212PAS4 EXPEDIA GROUP INC 696533181 330,000.00 330,000.00 30217AAC7 EXPERIAN FINANCE PLC 666325748 3,000,000.00 2,974,196.86 30217AAC7 EXPERIAN FINANCE PLC 666330476 10,000,000.00 9,913,989.58 30217AAC7 EXPERIAN FINANCE PLC 666337637 4,000,000.00 3,965,593.97 30217AAB9 EXPERIAN FINANCE PLC 666337669 1,000,000.00 999,407.89 30231GBE1 EXXON MOBIL CORP 757398859 2,500,000.00 2,500,000.00 30231GAT9 EXXON MOBIL CORP 666323078 3,325,000.00 3,334,600.62 30231GBD3 EXXON MOBIL CORP 666323071 8,000,000.00 8,049,120.16 30231GBD3 EXXON MOBIL CORP 666323076 4,000,000.00 4,000,000.00 30231GBE1 EXXON MOBIL CORP 666330474 5,000,000.00 5,000,000.00 30231GAT9 EXXON MOBIL CORP 666337636 6,175,000.00 6,192,838.20 30231GBD3 EXXON MOBIL CORP 666337488 12,000,000.00 12,073,680.32
30231GBD3 EXXON MOBIL CORP 666337632 6,000,000.00 6,000,000.00 31358DCS1 FEDERAL NATIONAL MORTGAGE ASSOCIATION 666328109 17,339,000.00 11,973,089.42 31428XCE4 FEDEX CORP 694019163 7,000,000.00 6,972,852.16 31428XBV7 FEDEX CORP 696533321 900,000.00 897,614.57 31428XCD6 FEDEX CORP 697710580 7,000,000.00 6,978,027.98 31428XAT3 FEDEX CORP 666330430 2,000,000.00 1,975,576.81 31428XBV7 FEDEX CORP 666338089 900,000.00 897,607.82 31428XAT3 FEDEX CORP 666337105 3,000,000.00 2,963,365.27 31428XCE4 FEDEX CORP 681188190 5,000,000.00 4,980,608.69 314890AA2 FERGUSON FINANCE PLC 666338085 3,000,000.00 2,992,346.50 31620MBJ4 FIDELITY NATIONAL INFORMATION SERVICES INC 696536677 443,000.00 442,413.77 31620MBU9 FIDELITY NATIONAL INFORMATION SERVICES INC 693948772 9,000,000.00 8,946,849.10 31620MBT2 FIDELITY NATIONAL INFORMATION SERVICES INC 701624551 8,000,000.00 7,953,247.15 31620MAY2 FIDELITY NATIONAL INFORMATION SERVICES INC 666338079 1,400,000.00 1,396,656.28 31620MBJ4 FIDELITY NATIONAL INFORMATION SERVICES INC 666338077 800,000.00 798,923.26 31620MAY2 FIDELITY NATIONAL INFORMATION SERVICES INC 666338083 2,100,000.00 2,094,984.42 316773CX6 FIFTH THIRD BANCORP 666338104 825,000.00 824,290.31 31677QBR9 FIFTH THIRD BANK NA (OHIO) 666323097 2,500,000.00 2,498,660.35 31677QBR9 FIFTH THIRD BANK NA (OHIO) 666338094 5,000,000.00 4,997,320.71 337932AC1 FIRSTENERGY CORP 666330445 2,350,000.00 2,374,546.88 337932AC1 FIRSTENERGY CORP 666330442 2,500,000.00 2,740,574.00 337932AC1 FIRSTENERGY CORP 666330443 1,000,000.00 1,099,494.19 337932AC1 FIRSTENERGY CORP 666337884 4,965,000.00 5,001,716.15 337932AC1 FIRSTENERGY CORP 666338052 4,965,000.00 5,009,117.79 337932AC1 FIRSTENERGY CORP 666337882 2,500,000.00 2,526,113.71 337932AC1 FIRSTENERGY CORP 666337877 3,000,000.00 3,298,482.56 337932AC1 FIRSTENERGY CORP 666338053 2,588,000.00 3,068,866.27 337932AC1 FIRSTENERGY CORP 666338075 2,500,000.00 2,740,574.00 33767BAC3 FIRSTENERGY TRANSMISSION LLC 666326044 407,000.00 406,328.59 33767BAB5 FIRSTENERGY TRANSMISSION LLC 666338064 2,000,000.00 2,012,352.16 337738AT5 FISERV INC 696531104 1,600,000.00 1,599,957.18 337738AT5 FISERV INC 666323142 5,000,000.00 4,999,758.42 337738AP3 FISERV INC 666330450 10,000,000.00 10,099,515.71 337738AT5 FISERV INC 666338058 1,600,000.00 1,599,922.70
33938XAA3 FLEX LTD 696533324 400,000.00 398,765.37 33938XAC9 FLEX LTD 696534432 500,000.00 498,552.96 33938XAA3 FLEX LTD 696533325 500,000.00 529,938.73 33938XAA3 FLEX LTD 666338130 400,000.00 398,746.24 33938XAA3 FLEX LTD 666338152 500,000.00 529,928.93 341081FB8 FLORIDA POWER & LIGHT CO 666330294 6,015,000.00 6,076,506.32 341081FF9 FLORIDA POWER & LIGHT CO 666338149 5,000,000.00 4,990,321.04 30251GBA4 FMG RESOURCES (AUGUST 2006) PTY LTD 666324346 1,000,000.00 998,038.61 30251GAW7 FMG RESOURCES (AUGUST 2006) PTY LTD 66633045 1,500,000.00 1,532,858.98 30251GBA4 FMG RESOURCES (AUGUST 2006) PTY LTD 66633042 3,000,000.00 2,994,115.83 344419AC0 FOMENTO ECONOMICO MEXICANO SAB DE CV 666338120 6,000,000.00 5,885,983.13 345370CW8 FORD MOTOR CO 696536614 258,000.00 258,000.00 345370CX6 FORD MOTOR CO 666330255 4,000,000.00 3,964,936.67 345397WK5 FORD MOTOR CREDIT COMPANY LLC 666330254 5,000,000.00 4,990,288.31 345397ZW6 FORD MOTOR CREDIT COMPANY LLC 666337474 1,000,000.00 1,000,000.00 34959EAB5 FORTINET INC 701624556 5,000,000.00 4,984,007.18 34959EAB5 FORTINET INC 681190555 2,000,000.00 1,993,602.87 349553AM9 FORTIS INC 666337569 2,192,000.00 2,192,000.00 349553AM9 FORTIS INC 666337573 4,000,000.00 4,000,000.00 34959JAG3 FORTIVE CORP 666324691 10,000,000.00 10,209,194.96 34959JAG3 FORTIVE CORP 666337565 10,000,000.00 10,216,417.58 1236600 Fox & Finch 677094762 14,250,000.00 14,250,000.00 35137LAL9 FOX CORP 696531456 300,000.00 299,491.74 35671DCH6 FREEPORT-MCMORAN INC 666326110 1,000,000.00 1,000,000.00 35671DBC8 FREEPORT-MCMORAN INC 666326070 1,500,000.00 1,328,727.52 35671DCH6 FREEPORT-MCMORAN INC 666329800 2,000,000.00 2,000,000.00 35671DBC8 FREEPORT-MCMORAN INC 666329964 1,500,000.00 1,328,727.52 35671DCF0 FREEPORT-MCMORAN INC 666329961 2,000,000.00 2,000,000.00 35671DBL8 FREEPORT-MCMORAN INC 666329962 1,500,000.00 1,503,534.48 35671DCF0 FREEPORT-MCMORAN INC 666338913 1,000,000.00 1,000,000.00 35671DCH6 FREEPORT-MCMORAN INC 666338929 1,000,000.00 1,000,000.00 35671DCD5 FREEPORT-MCMORAN INC 666338881 4,500,000.00 4,500,000.00 358266CH5 FRESNO CNTY CALIF PENSION OBLIG 666326091 22,955,000.00 14,038,695.02 358266CF9 FRESNO CNTY CALIF PENSION OBLIG 666329783 10,705,000.00 7,326,401.66
358266CK8 FRESNO CNTY CALIF PENSION OBLIG 666329782 22,392,000.00 12,245,651.39 358266CC6 FRESNO CNTY CALIF PENSION OBLIG 666338611 6,010,000.00 4,866,511.67 358266CB8 FRESNO CNTY CALIF PENSION OBLIG 666338615 2,075,000.00 1,777,751.65 35906ABF4 FRONTIER COMMUNICATIONS PARENT INC 666324699 1,000,000.00 1,000,000.00 35906ABF4 FRONTIER COMMUNICATIONS PARENT INC 666329777 1,000,000.00 1,000,000.00 35906ABF4 FRONTIER COMMUNICATIONS PARENT INC 666338896 1,000,000.00 1,000,000.00 36320MAL2 GALXY XX AR 666325771 15,000,000.00 14,792,344.20 361448AY9 GATX CORP 666338888 5,000,000.00 4,982,022.41 36166NAJ2 GE CAPITAL FUNDING LLC 709425800 500,000.00 522,363.73 36164QNA2 GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED 696533576 405,000.00 337,610.47 36164QNA2 GE CAPITAL INTERNATIONAL FUNDING COMPANY UNLIMITED 666337235 385,000.00 320,912.03 369550AW8 GENERAL DYNAMICS CORP 757398870 5,000,000.00 4,990,821.29 369550BH0 GENERAL DYNAMICS CORP 696531296 250,000.00 247,245.10 369550BP2 GENERAL DYNAMICS CORP 757398879 10,000,000.00 9,991,516.08 369550AX6 GENERAL DYNAMICS CORP 757398873 10,959,000.00 10,812,054.65 369604BV4 GENERAL ELECTRIC CO 696535061 1,000,000.00 998,797.89 369604BF9 GENERAL ELECTRIC CO 696531396 280,000.00 225,196.85 369604BW2 GENERAL ELECTRIC CO 696534438 500,000.00 499,332.94 369604BF9 GENERAL ELECTRIC CO 666339098 280,000.00 225,186.36 370334BZ6 GENERAL MILLS INC 666325829 5,000,000.00 4,988,230.47 370334BT0 GENERAL MILLS INC 666338500 10,000,000.00 9,996,043.85 370334BT0 GENERAL MILLS INC 666338505 17,000,000.00 16,993,274.55 37045XDB9 GENERAL MOTORS FINANCIAL COMPANY INC 762462190 450,000.00 450,000.00 37045XDB9 GENERAL MOTORS FINANCIAL COMPANY INC 739311750 1,250,000.00 1,250,000.00 37045XDD5 GENERAL MOTORS FINANCIAL COMPANY INC 6959014 2 2,000,000.00 1,996,746.67 37045XDD5 GENERAL MOTORS FINANCIAL COMPANY INC 681190557 8,000,000.00 7,986,986.67 373334KL4 GEORGIA POWER CO 696533359 950,000.00 938,274.80 373334JS1 GEORGIA POWER CO 666330164 5,000,000.00 4,983,635.88 373334KA8 GEORGIA POWER CO 666330161 3,000,000.00 2,983,967.35 373334JS1 GEORGIA POWER CO 666338706 2,000,000.00 1,985,109.86 37331NAK7 GEORGIA-PACIFIC LLC 666325833 10,000,000.00 9,989,416.90 37331NAN1 GEORGIA-PACIFIC LLC 761350800 12,000,000.00 11,995,749.22 37331NAL5 GEORGIA-PACIFIC LLC 666338399 5,000,000.00 4,996,182.75 375558BF9 GILEAD SCIENCES INC 666323121 3,000,000.00 3,087,489.92
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63938CAB4 NAVIENT CORP 666325640 2,000,000.00 1,993,435.59 63938CAB4 NAVIENT CORP 666329758 1,000,000.00 996,717.80 63938CAB4 NAVIENT CORP 666339175 2,000,000.00 1,993,435.59 62878U2B7 NBN CO LTD 697708810 10,000,000.00 9,995,020.28 641062AF1 NESTLE HOLDINGS INC 757399964 15,000,000.00 14,947,924.10 64110LAX4 NETFLIX INC 666324534 250,000.00 250,000.00 64110LAX4 NETFLIX INC 666324535 500,000.00 499,554.42 64110LAX4 NETFLIX INC 666325773 1,000,000.00 1,000,000.00 64110LAT3 NETFLIX INC 666325762 1,000,000.00 1,000,000.00 64110LAL0 NETFLIX INC 666325790 1,000,000.00 1,000,000.00 64110LAG1 NETFLIX INC 666325780 750,000.00 755,214.69 64110LAT3 NETFLIX INC 666329545 1,000,000.00 1,000,000.00 64110LAX4 NETFLIX INC 666329561 1,000,000.00 1,000,000.00 64110LAX4 NETFLIX INC 666329564 500,000.00 499,554.42 64110LAU0 NETFLIX INC 666329541 1,000,000.00 1,074,208.51 64110LAU0 NETFLIX INC 666339044 500,000.00 517,330.55 64110LAU0 NETFLIX INC 666339064 500,000.00 517,330.55 64110LAX4 NETFLIX INC 666339059 250,000.00 250,000.00 64110LAU0 NETFLIX INC 666339060 750,000.00 805,656.38 641423CC0 NEVADA POWER CO 666329552 1,500,000.00 1,495,626.28 641423CD8 NEVADA POWER CO 666329523 4,000,000.00 3,991,252.25 645913BC7 NEW JERSEY ECONOMIC DEV AUTH ST PENSION FDG REV 666339108 26,220,000.00 22,801,395.42 64952WDG5 NEW YORK LIFE GLOBAL FUNDING 757399971 7,000,000.00 6,997,718.65 64952WCH4 NEW YORK LIFE GLOBAL FUNDING 666323093 2,655,000.00 2,627,975.94 64952WDL4 NEW YORK LIFE GLOBAL FUNDING 666339101 4,000,000.00 3,990,571.53 64971PEC5 NEW YORK N Y CITY INDL DEV AGY REV 666331097 4,750,000.00 4,750,000.00 6503668B6 NEWARK N J 666328082 2,150,000.00 1,186,450.76 6503668A8 NEWARK N J 666328081 4,885,000.00 2,871,315.95 6503668D2 NEWARK N J 666331096 6,220,000.00 3,255,157.99 6503667T8 NEWARK N J 666341890 2,485,000.00 2,274,542.31 6503667U5 NEWARK N J 666341889 1,600,000.00 1,375,500.76 651229AX4 NEWELL BRANDS INC 666329602 1,500,000.00 1,617,143.14 651229AW6 NEWELL BRANDS INC 666338552 1,000,000.00 1,033,377.75 651229AX4 NEWELL BRANDS INC 666338546 1,000,000.00 1,078,095.44
65339KAT7 NEXTERA ENERGY CAPITAL HOLDINGS INC 697164314 2,000,000.00 1,996,714.90 65339KBQ2 NEXTERA ENERGY CAPITAL HOLDINGS INC 696535095 1,000,000.00 999,023.04 65339KBH2 NEXTERA ENERGY CAPITAL HOLDINGS INC 666323091 3,000,000.00 2,994,077.52 65339KAT7 NEXTERA ENERGY CAPITAL HOLDINGS INC 666329627 4,000,000.00 3,993,376.94 65339KBH2 NEXTERA ENERGY CAPITAL HOLDINGS INC 666338699 5,000,000.00 4,990,129.21 65339KAG5 NEXTERA ENERGY CAPITAL HOLDINGS INC 666338704 5,000,000.00 5,000,034.84 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 66632583 1,000,000.00 957,106.56 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329614 1,000,000.00 957,106.56 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329577 1,000,000.00 1,009,670.06 65342QAL6 NEXTERA ENERGY OPERATING PARTNERS LP 666329567 1,000,000.00 1,000,000.00 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329581 1,000,000.00 1,011,189.84 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329571 1,500,000.00 1,447,712.83 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329618 750,000.00 753,659.07 65342QAB8 NEXTERA ENERGY OPERATING PARTNERS LP 666329576 2,000,000.00 2,009,757.52 65342QAL6 NEXTERA ENERGY OPERATING PARTNERS LP 666338661 1,000,000.00 1,000,000.00 62927#AD8 NFL VENTURES, INC 759456086 9,406,693.25 9,406,693.25 62912XAF1 NGPL PIPECO LLC 666329657 1,000,000.00 1,016,822.84 65409QBF8 NIELSEN FINANCE LLC 666324526 1,000,000.00 1,000,000.00 654106AK9 NIKE INC 666329583 7,000,000.00 6,991,319.59 654106AK9 NIKE INC 666337414 2,000,000.00 1,997,519.89 65473QBE2 NISOURCE INC 666323026 3,500,000.00 3,712,134.51 65473QBE2 NISOURCE INC 666337406 7,000,000.00 7,424,269.01 655844CE6 NORFOLK SOUTHERN CORP 696535167 1,200,000.00 1,196,492.69 655844CK2 NORFOLK SOUTHERN CORP 697709914 5,000,000.00 4,992,766.61 655844BT4 NORFOLK SOUTHERN CORP 666330396 2,025,000.00 2,031,571.19 655844BZ0 NORFOLK SOUTHERN CORP 666337266 3,000,000.00 2,995,297.34 655844CE6 NORFOLK SOUTHERN CORP 666337261 1,200,000.00 1,196,481.70 655844BZ0 NORFOLK SOUTHERN CORP 666337442 3,000,000.00 2,995,297.34 655844BT4 NORFOLK SOUTHERN CORP 666337446 12,000,000.00 11,989,208.40 655844CK2 NORFOLK SOUTHERN CORP 687670528 5,000,000.00 4,992,766.61 655844BY3 NORFOLK SOUTHERN CORP 666337444 5,000,000.00 4,913,942.08 655844BS6 NORFOLK SOUTHERN CORP 666337419 4,500,000.00 4,472,003.72 665501AL6 NORTHERN NATURAL GAS CO 696532303 192,788.00 199,716.52 665501AM4 NORTHERN NATURAL GAS CO 698126233 4,000,000.00 3,965,031.61
665501AL6 NORTHERN NATURAL GAS CO 666330422 6,000,000.00 5,999,134.63 665501AM4 NORTHERN NATURAL GAS CO 697710458 4,000,000.00 3,965,031.61 665501AL6 NORTHERN NATURAL GAS CO 666338667 192,788.00 199,710.78 665859AT1 NORTHERN TRUST CORP 757400056 3,000,000.00 2,997,407.77 665859AT1 NORTHERN TRUST CORP 757400060 13,000,000.00 12,988,767.00 666807BM3 NORTHROP GRUMMAN CORP 696531059 1,400,000.00 1,399,928.77 666807BS0 NORTHROP GRUMMAN CORP 696535097 1,000,000.00 996,586.96 666807BN1 NORTHROP GRUMMAN CORP 666330376 5,000,000.00 4,998,333.79 666807BN1 NORTHROP GRUMMAN CORP 666330371 1,851,000.00 1,773,820.57 666807BN1 NORTHROP GRUMMAN CORP 666330373 4,149,000.00 3,975,566.98 666807BM3 NORTHROP GRUMMAN CORP 666339327 5,000,000.00 4,999,676.48 666807BM3 NORTHROP GRUMMAN CORP 666339320 1,400,000.00 1,399,910.20 666807BN1 NORTHROP GRUMMAN CORP 666336716 3,201,000.00 3,067,194.48 666807BK7 NORTHROP GRUMMAN CORP 666339300 15,000,000.00 14,986,770.65 666807BN1 NORTHROP GRUMMAN CORP 666336718 1,429,000.00 1,369,416.31 666807BK7 NORTHROP GRUMMAN CORP 666339301 3,000,000.00 2,886,279.64 666807BM3 NORTHROP GRUMMAN CORP 666339325 4,000,000.00 3,999,743.43 666807BK7 NORTHROP GRUMMAN CORP 666339306 4,400,000.00 4,233,210.14 66815L2A6 NORTHWESTERN MUTUAL GLOBAL FUNDING 715718054 1,000,000.00 998,515.38 66815L2D0 NORTHWESTERN MUTUAL GLOBAL FUNDING 695901425 5,000,000.00 4,995,654.64 66815L2D0 NORTHWESTERN MUTUAL GLOBAL FUNDING 698232384 5,000,000.00 4,995,654.64 1234180 Nottingham Shopping Center 733024123 6,933,908.20 6,921,611.48 1234180 Nottingham Shopping Center 758981250 3,151,776.45 3,285,702.15 66977WAQ2 NOVA CHEMICALS CORP 666325920 2,000,000.00 2,000,000.00 66977WAP4 NOVA CHEMICALS CORP 666325697 1,000,000.00 993,449.44 66977WAP4 NOVA CHEMICALS CORP 666326072 2,100,000.00 2,090,297.15 66977WAP4 NOVA CHEMICALS CORP 666325687 1,000,000.00 987,876.89 66977WAP4 NOVA CHEMICALS CORP 666325705 1,650,000.00 1,670,166.97 66977WAP4 NOVA CHEMICALS CORP 666325690 1,250,000.00 1,244,453.31 66977WAR0 NOVA CHEMICALS CORP 666330462 2,250,000.00 1,961,934.27 66977WAP4 NOVA CHEMICALS CORP 666338462 750,000.00 740,907.67 66977WAP4 NOVA CHEMICALS CORP 666338425 750,000.00 742,545.73 66977WAP4 NOVA CHEMICALS CORP 666338466 1,000,000.00 993,449.44 66989HAR9 NOVARTIS CAPITAL CORP 666330461 7,000,000.00 6,992,251.93
66989HAS7 NOVARTIS CAPITAL CORP 666330457 5,000,000.00 4,889,812.27 66989HAQ1 NOVARTIS CAPITAL CORP 761350796 5,000,000.00 5,131,624.35 66989HAS7 NOVARTIS CAPITAL CORP 666338762 2,000,000.00 1,955,924.90 670001AE6 NOVELIS CORP 666330247 1,000,000.00 982,342.27 670001AE6 NOVELIS CORP 666330282 1,000,000.00 1,000,000.00 670001AE6 NOVELIS CORP 666330251 1,500,000.00 1,515,691.00 629377CK6 NRG ENERGY INC 696531125 1,800,000.00 1,799,778.54 629377CE0 NRG ENERGY INC 666329670 1,250,000.00 1,246,622.78 629377CK6 NRG ENERGY INC 666338774 1,800,000.00 1,799,735.63 67021CAQ0 NSTAR ELECTRIC CO 757400242 10,000,000.00 9,910,027.40 67021CAL1 NSTAR ELECTRIC CO 757400214 5,000,000.00 4,991,536.21 62954WAD7 NTT FINANCE CORP 695901413 10,000,000.00 10,000,000.00 62954WAD7 NTT FINANCE CORP 681978919 20,000,000.00 20,000,000.00 67020YAQ3 NUANCE COMMUNICATIONS INC 666326057 3,000,000.00 2,983,659.91 670346AM7 NUCOR CORP 666336974 3,500,000.00 3,499,534.67 670346AM7 NUCOR CORP 666336975 2,000,000.00 1,999,734.09 670346AP0 NUCOR CORP 666336972 3,000,000.00 2,997,036.95 67077MAC2 NUTRIEN LTD 666336970 10,000,000.00 9,971,836.85 67078AAD5 NVENT FINANCE SARL 696531128 609,000.00 602,735.43 67078AAC7 NVENT FINANCE SARL 696535180 1,238,000.00 1,237,347.46 67078AAD5 NVENT FINANCE SARL 696531127 1,238,000.00 1,236,558.68 67078AAD5 NVENT FINANCE SARL 666330265 1,000,000.00 988,481.22 67078AAD5 NVENT FINANCE SARL 666336968 7,678,000.00 7,589,558.84 67078AAD5 NVENT FINANCE SARL 666336967 1,162,000.00 1,160,623.27 67078AAD5 NVENT FINANCE SARL 666336964 609,000.00 602,720.32 67078AAD5 NVENT FINANCE SARL 666336969 2,000,000.00 1,976,962.46 67066GAF1 NVIDIA CORP 757400251 3,000,000.00 2,990,491.91 67066GAF1 NVIDIA CORP 666330270 3,000,000.00 2,990,491.91 1235090 NW Industrial, Portland 677094855 19,356,242.08 19,322,627.94 1235090 NW Industrial, Portland 758981381 8,679,929.15 8,905,390.54 62954HAG3 NXP BV 697709913 5,000,000.00 4,983,555.04 67103HAJ6 O'REILLY AUTOMOTIVE INC 696533555 400,000.00 399,883.31 67103HAE7 O'REILLY AUTOMOTIVE INC 666323035 2,571,000.00 2,659,789.34 67103HAH0 O'REILLY AUTOMOTIVE INC 666336961 840,000.00 839,960.27
67590GBG3 OCT17 17RRR A1R 666326033 7,250,000.00 7,141,343.89 67576FAA7 OCT18 18RR A1A 666326035 13,000,000.00 12,830,132.30 677050AG1 OGLETHORPE POWER CORP 666330654 5,000,000.00 5,000,000.00 199575AV3 OHIO POWER CO 666330261 12,250,000.00 12,158,340.71 680665AK2 OLIN CORP 666324546 1,000,000.00 1,005,048.01 680665AM8 OLIN CORP 696531226 244,000.00 243,141.16 680665AK2 OLIN CORP 666326112 2,250,000.00 2,261,358.00 680665AM8 OLIN CORP 666330688 4,000,000.00 3,985,331.55 680665AL0 OLIN CORP 666337939 1,000,000.00 1,000,000.00 681936BN9 OMEGA HEALTHCARE INVESTORS INC 681978920 5,000,000.00 4,966,851.25 681919BD7 OMNICOM GROUP INC 692728344 5,000,000.00 4,991,418.89 68233JAZ7 ONCOR ELECTRIC DELIVERY COMPANY LLC 75740026 5,000,000.00 5,014,794.17 68233JBG8 ONCOR ELECTRIC DELIVERY COMPANY LLC 666330505 1,500,000.00 1,498,673.21 68233JBG8 ONCOR ELECTRIC DELIVERY COMPANY LLC 666330507 2,000,000.00 1,998,230.94 68233JBH6 ONCOR ELECTRIC DELIVERY COMPANY LLC 666337961 5,000,000.00 4,998,440.46 85172FAN9 ONEMAIN FINANCE CORP 666325641 1,500,000.00 1,502,594.62 85172FAN9 ONEMAIN FINANCE CORP 666329943 800,000.00 808,191.37 85172FAN9 ONEMAIN FINANCE CORP 666329946 1,200,000.00 1,215,308.22 85172FAN9 ONEMAIN FINANCE CORP 666329948 500,000.00 500,864.88 682680BD4 ONEOK INC 696531387 278,000.00 277,901.89 682680BD4 ONEOK INC 696535176 1,222,000.00 1,221,562.47 68268NAD5 ONEOK PARTNERS LP 666325845 1,500,000.00 1,496,684.88 68268NAD5 ONEOK PARTNERS LP 666338284 5,000,000.00 4,988,949.55 68268NAD5 ONEOK PARTNERS LP 666338285 4,500,000.00 3,817,741.57 68389XBL8 ORACLE CORP 757400283 2,000,000.00 1,999,931.33 68389XBL8 ORACLE CORP 757400282 3,000,000.00 2,999,896.99 68389XBM6 ORACLE CORP 666323004 7,000,000.00 7,075,612.77 68389XBM6 ORACLE CORP 666323009 5,000,000.00 4,967,086.15 68389XBV6 ORACLE CORP 666330563 4,300,000.00 4,296,293.79 68389XBX2 ORACLE CORP 666330566 12,500,000.00 12,458,549.58 68389XBU8 ORACLE CORP 666338336 10,000,000.00 9,983,189.85 68607DNL5 OREGON ST DEPT TRANSN HWY USER TAX REV 666329905 16,000,000.00 16,000,000.00 68902VAJ6 OTIS WORLDWIDE CORP 696531136 1,900,000.00 1,900,005.40 68902VAL1 OTIS WORLDWIDE CORP 666329933 6,000,000.00 5,999,341.26
68902VAJ6 OTIS WORLDWIDE CORP 666338142 1,800,000.00 1,799,997.65 292505AD6 OVINTIV INC 666337098 5,000,000.00 4,971,665.25 690742AJ0 OWENS CORNING 696535103 1,000,000.00 998,307.68 690742AF8 OWENS CORNING 666338136 5,000,000.00 4,989,351.82 690742AJ0 OWENS CORNING 666338255 1,000,000.00 998,304.72 69073TAS2 OWENS-BROCKWAY GLASS CONTAINER INC 666329928 750,000.00 775,164.66 690872AB2 OWENS-BROCKWAY GLASS CONTAINER INC 666338251 2,000,000.00 2,007,876.99 67111DAN6 OZLM 15R A1A 666326029 12,250,000.00 12,100,037.62 67108LAW3 OZLM VI A1S 666326017 7,389,021.19 7,299,486.37 67112GAA6 OZLM XVIII A 666326028 11,950,000.00 11,741,499.05 6944PL2D0 PACIFIC LIFE GLOBAL FUNDING II 681978923 10,000,000.00 9,996,423.07 1234420 Pacific Park Plaza 677094856 12,437,060.06 12,437,060.06 695156AT6 PACKAGING CORP OF AMERICA 696533299 840,000.00 838,231.06 695156AW9 PACKAGING CORP OF AMERICA 747159996 10,000,000.00 9,947,426.04 695156AT6 PACKAGING CORP OF AMERICA 666337162 490,000.00 488,956.79 69832AAB2 PANASONIC CORP 696531177 2,500,000.00 2,500,000.00 1236220 Patrick Commerce Center 677094437 14,452,676.97 14,452,676.97 70450YAD5 PAYPAL HOLDINGS INC 666323132 6,000,000.00 6,073,663.93 70450YAD5 PAYPAL HOLDINGS INC 666337119 9,000,000.00 9,110,495.90 693304AY3 PECO ENERGY CO 666325994 3,000,000.00 2,997,084.88 693304AY3 PECO ENERGY CO 666338178 2,000,000.00 1,998,056.54 709599BH6 PENSKE TRUCK LEASING CO LP 696535109 1,000,000.00 996,394.32 709599BH6 PENSKE TRUCK LEASING CO LP 666336923 1,000,000.00 996,378.97 709599AZ7 PENSKE TRUCK LEASING CO LP 666336991 1,000,000.00 998,039.03 713448EL8 PEPSICO INC 757400369 5,000,000.00 5,097,661.13 713448EL8 PEPSICO INC 757400368 2,000,000.00 1,995,293.71 713448EZ7 PEPSICO INC 666325962 3,000,000.00 2,988,886.27 713448EL8 PEPSICO INC 666325956 2,000,000.00 1,995,284.63 713448EL8 PEPSICO INC 666329808 11,000,000.00 10,974,065.45 713448EZ7 PEPSICO INC 666337028 5,000,000.00 4,981,477.10 714046AH2 PERKINELMER INC 692728347 5,000,000.00 4,998,364.47 714046AH2 PERKINELMER INC 701624578 5,000,000.00 4,998,364.47 717081EP4 PFIZER INC 757400395 6,000,000.00 5,993,318.77 717081DH3 PFIZER INC 757400382 1,500,000.00 1,507,128.36
717081EP4 PFIZER INC 695762822 1,000,000.00 998,899.51 717081EW9 PFIZER INC 666329765 6,000,000.00 5,982,096.67 717081EU3 PFIZER INC 666329770 4,000,000.00 3,952,877.34 717081DT7 PFIZER INC 666329771 3,600,000.00 3,499,220.47 71781LAP4 PHILADELPHIA PA AUTH FOR INDL DEV PENSION FDG 666338046 13,700,000.00 11,844,950.19 718172BT5 PHILIP MORRIS INTERNATIONAL INC 757400402 8,000,000.00 7,970,086.75 718172CR8 PHILIP MORRIS INTERNATIONAL INC 761350792 9,000,000.00 8,972,678.41 718546AR5 PHILLIPS 66 666337085 2,000,000.00 1,998,723.53 718546AR5 PHILLIPS 66 666337064 2,000,000.00 1,998,723.53 718549AH1 PHILLIPS 66 PARTNERS LP 666329855 2,000,000.00 1,996,440.25 718549AH1 PHILLIPS 66 PARTNERS LP 666337061 2,000,000.00 1,996,440.25 72147KAE8 PILGRIMS PRIDE CORP 666324485 750,000.00 735,923.00 72147KAE8 PILGRIMS PRIDE CORP 666325772 1,000,000.00 981,230.68 72147KAE8 PILGRIMS PRIDE CORP 666329836 5,000,000.00 4,906,153.36 72650RBF8 PLAINS ALL AMERICAN PIPELINE LP 696535115 1,000,000.00 1,016,176.12 72650RBD3 PLAINS ALL AMERICAN PIPELINE LP 666338205 2,000,000.00 1,999,130.98 693475AZ8 PNC FINANCIAL SERVICES GROUP INC 666324474 1,500,000.00 1,496,478.81 693475AZ8 PNC FINANCIAL SERVICES GROUP INC 757400348 3,500,000.00 3,491,800.53 693475AX3 PNC FINANCIAL SERVICES GROUP INC 666323003 7,500,000.00 7,490,090.32 693475AZ8 PNC FINANCIAL SERVICES GROUP INC 666329921 10,000,000.00 9,976,525.44 1236160 Polo Club Apartments 677094773 15,831,765.54 15,795,798.78 1236160 Polo Club Apartments 758981390 9,312,803.26 9,557,441.56 73358WX90 PORT AUTH N Y & N J 666324486 15,000,000.00 15,000,000.00 737446AQ7 POST HOLDINGS INC 666330177 3,000,000.00 2,914,102.14 737446AP9 POST HOLDINGS INC 666337655 1,500,000.00 1,514,991.28 693506BR7 PPG INDUSTRIES INC 757400361 5,000,000.00 4,989,341.69 742718EV7 PROCTER & GAMBLE CO 757400444 15,000,000.00 14,981,264.92 742718EP0 PROCTER & GAMBLE CO 757400442 8,000,000.00 7,986,707.35 742718EV7 PROCTER & GAMBLE CO 757400445 6,137,000.00 6,126,532.58 742718FG9 PROCTER & GAMBLE CO 666323145 5,000,000.00 4,990,164.36 743315AR4 PROGRESSIVE CORP 757400449 6,000,000.00 5,998,935.69 74368CBG8 PROTECTIVE LIFE GLOBAL FUNDING 713560873 5,000,000.00 5,000,000.00 74368CBG8 PROTECTIVE LIFE GLOBAL FUNDING 709015783 5,000,000.00 5,000,000.00 744320BA9 PRUDENTIAL FINANCIAL INC 757400451 3,831,000.00 3,793,854.42
744448CA7 PUBLIC SERVICE COMPANY OF COLORADO 666326261 1,000,000.00 996,968.25 74456QBR6 PUBLIC SERVICE ELECTRIC AND GAS CO 757400455 4,000,000.00 3,993,267.62 74456QCB0 PUBLIC SERVICE ELECTRIC AND GAS CO 666330232 13,700,000.00 13,673,679.62 74456QCB0 PUBLIC SERVICE ELECTRIC AND GAS CO 666337678 2,500,000.00 2,495,197.00 745310AK8 PUGET ENERGY INC 696532658 500,000.00 499,289.41 745867AP6 PULTEGROUP INC 666330207 500,000.00 468,286.28 745867AP6 PULTEGROUP INC 666330190 1,000,000.00 936,572.57 745867AP6 PULTEGROUP INC 666330183 667,000.00 681,127.35 745867AP6 PULTEGROUP INC 666330206 2,500,000.00 2,385,156.74 745867AP6 PULTEGROUP INC 666330187 500,000.00 468,286.28 745867AP6 PULTEGROUP INC 666330202 334,000.00 341,074.26 745867AP6 PULTEGROUP INC 666330212 666,000.00 680,106.16 745867AM3 PULTEGROUP INC 666330192 1,100,000.00 1,139,748.64 745867AP6 PULTEGROUP INC 666330203 333,000.00 340,053.09 745867AP6 PULTEGROUP INC 666337740 667,000.00 681,127.35 745867AP6 PULTEGROUP INC 666337776 1,000,000.00 936,572.57 745867AP6 PULTEGROUP INC 666337737 2,500,000.00 2,385,156.74 745867AP6 PULTEGROUP INC 666338975 2,000,000.00 2,023,631.57 745867AP6 PULTEGROUP INC 666337778 750,000.00 702,429.42 745867AP6 PULTEGROUP INC 666337773 333,000.00 340,053.09 74736KAH4 QORVO INC 666330196 1,000,000.00 1,019,884.69 747525BN2 QUALCOMM INC 696550657 314,000.00 299,520.85 747525AV5 QUALCOMM INC 666338901 343,000.00 349,304.71 74834LAZ3 QUEST DIAGNOSTICS INC 666339190 7,500,000.00 7,489,718.68 74834LAX8 QUEST DIAGNOSTICS INC 666339192 2,500,000.00 2,508,791.62 913017CR8 RAYTHEON TECHNOLOGIES CORP 666323028 5,000,000.00 5,197,707.43 913017DD8 RAYTHEON TECHNOLOGIES CORP 666338886 7,285,000.00 7,254,597.85 913017DD8 RAYTHEON TECHNOLOGIES CORP 666338894 2,500,000.00 2,489,566.86 913017CR8 RAYTHEON TECHNOLOGIES CORP 666338897 1,500,000.00 1,500,000.00 913017DD8 RAYTHEON TECHNOLOGIES CORP 666338910 5,000,000.00 4,995,252.45 913017DD8 RAYTHEON TECHNOLOGIES CORP 666338890 5,000,000.00 4,979,133.73 75513ECH2 RAYTHEON TECHNOLOGIES CORP 666339264 2,500,000.00 2,495,630.65 913017CR8 RAYTHEON TECHNOLOGIES CORP 666338614 5,250,000.00 5,250,000.00 1229960 Rechler Equity Pool D-2028 732169186 8,516,531.77 9,489,032.87
75625QAE9 RECKITT BENCKISER TREASURY SERVICES PLC 666339261 15,000,000.00 14,972,930.24 75951AAN8 RELIANCE STANDARD LIFE GLOBAL FUNDING II 696531063 1,400,000.00 1,397,051.39 75951AAN8 RELIANCE STANDARD LIFE GLOBAL FUNDING II 66338499 1,350,000.00 1,347,140.86 759831DG2 RENO NEV CAP IMPT REV 666331104 6,350,000.00 3,155,007.78 759831DE7 RENO NEV CAP IMPT REV 666331106 4,495,000.00 1,998,162.16 759831DJ6 RENO NEV CAP IMPT REV 666331103 6,235,000.00 2,771,644.29 759831DC1 RENO NEV CAP IMPT REV 666331107 4,580,000.00 2,275,580.41 760759AS9 REPUBLIC SERVICES INC 696533132 700,000.00 699,270.93 760759AR1 REPUBLIC SERVICES INC 666323090 1,193,000.00 1,216,559.49 760759AS9 REPUBLIC SERVICES INC 666338492 2,500,000.00 2,497,353.88 760759AS9 REPUBLIC SERVICES INC 666338493 700,000.00 699,259.08 760759AR1 REPUBLIC SERVICES INC 666338494 5,000,000.00 4,994,582.12 76116EGN4 RESOLUTION FUNDING CORP 666326373 9,838,000.00 6,975,322.34 761713BG0 REYNOLDS AMERICAN INC 666338540 953,000.00 998,099.72 761713BG0 REYNOLDS AMERICAN INC 666338541 2,380,000.00 2,492,631.00 1235150 Riverstone CVS Pharmacy 677094360 4,600,128.56 4,600,128.56 771196BK7 ROCHE HOLDINGS INC 757400460 5,000,000.00 4,976,229.96 771196BP6 ROCHE HOLDINGS INC 695762824 1,000,000.00 999,686.96 771196BP6 ROCHE HOLDINGS INC 666338400 5,000,000.00 4,998,365.87 771367CD9 ROCHESTER GAS AND ELECTRIC CORP 757400462 4,500,000.00 4,634,066.48 771367CD9 ROCHESTER GAS AND ELECTRIC CORP 666326357 4,000,000.00 3,995,363.65 771367CD9 ROCHESTER GAS AND ELECTRIC CORP 666338396 3,000,000.00 2,996,520.87 77578JAC2 ROLLS-ROYCE PLC 666330000 1,000,000.00 1,041,724.57 776743AF3 ROPER TECHNOLOGIES INC 666337200 10,000,000.00 9,992,614.60 78081BAL7 ROYALTY PHARMA PLC 729821050 4,000,000.00 4,031,330.14 749685AX1 RPM INTERNATIONAL INC 666330184 3,000,000.00 2,996,806.64 78355HKN8 RYDER SYSTEM INC 666324587 4,000,000.00 3,998,187.68 78355HKK4 RYDER SYSTEM INC 666337322 5,000,000.00 4,998,740.41 78355HKL2 RYDER SYSTEM INC 666337319 2,000,000.00 1,999,131.54 78409VAP9 S&P GLOBAL INC 666326100 2,000,000.00 1,997,258.52 785592AX4 SABINE PASS LIQUEFACTION LLC 718391363 1,000,000.00 997,828.10 785592AU0 SABINE PASS LIQUEFACTION LLC 696531418 293,000.00 292,836.74 785592AJ5 SABINE PASS LIQUEFACTION LLC 666330068 1,500,000.00 1,522,495.67 785592AJ5 SABINE PASS LIQUEFACTION LLC 666330069 675,000.00 675,000.00
785592AU0 SABINE PASS LIQUEFACTION LLC 666338717 293,000.00 292,833.93 785592AJ5 SABINE PASS LIQUEFACTION LLC 666337067 675,000.00 675,000.00 79466LAF1 SALESFORCE.COM INC 757404663 4,000,000.00 3,999,499.94 79466LAF1 SALESFORCE.COM INC 666337021 1,000,000.00 999,866.14 797440BU7 SAN DIEGO GAS & ELECTRIC CO 757400479 8,000,000.00 7,987,528.73 1234500 San Dimas Commerce Park 677094862 4,700,000.00 4,700,000.00 79771FAP2 SAN FRANCISCO CALIF CITY & CNTY PUB UTILS COMMN WT 666341875 4,590,000.00 4,590,000.00 801060AD6 SANOFI SA 666337983 5,000,000.00 4,974,343.25 80281LAP0 SANTANDER UK GROUP HOLDINGS PLC 681978937 5,000,000.00 5,000,000.00 80281LAP0 SANTANDER UK GROUP HOLDINGS PLC 681978936 5,000,000.00 5,000,000.00 810186AS5 SCOTTS MIRACLE-GRO CO 666324370 1,333,000.00 1,335,872.17 810186AP1 SCOTTS MIRACLE-GRO CO 666325906 1,500,000.00 1,455,493.59 810186AS5 SCOTTS MIRACLE-GRO CO 666329707 1,333,000.00 1,335,872.17 81180WAH4 SEAGATE HDD CAYMAN 666325893 1,500,000.00 1,486,294.72 81180WAH4 SEAGATE HDD CAYMAN 666325891 1,000,000.00 987,660.00 81180WAH4 SEAGATE HDD CAYMAN 666325896 1,500,000.00 1,484,702.84 81180WAH4 SEAGATE HDD CAYMAN 666325892 1,500,000.00 1,484,312.10 81180WAH4 SEAGATE HDD CAYMAN 666337783 1,500,000.00 1,484,312.10 81180WAH4 SEAGATE HDD CAYMAN 666337788 1,000,000.00 1,000,000.00 81180WAH4 SEAGATE HDD CAYMAN 666337785 1,000,000.00 987,660.00 81180WAH4 SEAGATE HDD CAYMAN 666337786 1,500,000.00 1,486,294.72 81180WAH4 SEAGATE HDD CAYMAN 666337792 1,500,000.00 1,484,702.84 81180WAR2 SEAGATE HDD CAYMAN 666337806 2,000,000.00 1,997,047.32 81211KAX8 SEALED AIR CORP 666325937 1,000,000.00 1,020,745.47 81211KAW0 SEALED AIR CORP 666325933 2,000,000.00 2,019,813.72 81211KAX8 SEALED AIR CORP 666325908 1,000,000.00 1,023,286.20 81211KAW0 SEALED AIR CORP 666325939 1,500,000.00 1,514,857.04 81211KAU4 SEALED AIR CORP 666325899 1,000,000.00 992,698.17 81211KAU4 SEALED AIR CORP 666325897 3,250,000.00 3,256,826.80 81211KAU4 SEALED AIR CORP 666325927 1,000,000.00 998,645.78 81211KAX8 SEALED AIR CORP 666329730 1,000,000.00 1,023,286.20 81211KAW0 SEALED AIR CORP 666329731 4,250,000.00 4,305,985.16 816851BG3 SEMPRA ENERGY 666329723 3,750,000.00 3,732,652.72 816851BG3 SEMPRA ENERGY 666337844 3,750,000.00 3,732,644.03
816851BG3 SEMPRA ENERGY 666337843 2,500,000.00 2,488,435.14 81725WAG8 SENSATA TECHNOLOGIES BV 666326122 2,000,000.00 1,978,621.46 81725WAG8 SENSATA TECHNOLOGIES BV 666326153 2,000,000.00 1,992,118.87 81725WAJ2 SENSATA TECHNOLOGIES BV 666337751 500,000.00 496,268.56 81725WAG8 SENSATA TECHNOLOGIES BV 666338733 3,000,000.00 2,963,172.24 81725WAJ2 SENSATA TECHNOLOGIES BV 666337756 500,000.00 495,710.25 81725WAH6 SENSATA TECHNOLOGIES BV 666338726 3,000,000.00 3,080,476.48 81725WAG8 SENSATA TECHNOLOGIES BV 666338732 1,000,000.00 1,006,537.63 81725WAG8 SENSATA TECHNOLOGIES BV 666337840 3,000,000.00 2,988,178.30 81725WAJ2 SENSATA TECHNOLOGIES BV 666338806 754,000.00 757,723.92 81725WAH6 SENSATA TECHNOLOGIES BV 666338728 1,000,000.00 1,022,468.14 81728UAA2 SENSATA TECHNOLOGIES INC 666329690 1,000,000.00 1,000,000.00 81728UAA2 SENSATA TECHNOLOGIES INC 666338767 1,500,000.00 1,501,622.72 81728UAA2 SENSATA TECHNOLOGIES INC 666339016 1,000,000.00 1,000,000.00 81728UAA2 SENSATA TECHNOLOGIES INC 666338770 1,000,000.00 1,001,081.81 81728UAA2 SENSATA TECHNOLOGIES INC 666339041 1,000,000.00 1,000,000.00 817565BT0 SERVICE CORPORATION INTERNATIONAL 666338794 3,500,000.00 3,500,000.00 78413HAA7 SES SA 666337339 3,000,000.00 2,997,676.08 824348AW6 SHERWIN-WILLIAMS CO 666323039 5,000,000.00 5,205,345.07 824348BM7 SHERWIN-WILLIAMS CO 666329683 4,000,000.00 3,993,249.05 824348AW6 SHERWIN-WILLIAMS CO 666338621 10,000,000.00 10,410,690.17 82481LAC3 SHIRE ACQUISITIONS INVESTMENTS IRELAND DAC 666338594 5,000,000.00 4,999,900.30 1225450 Shop Rite @ Commerce Park 677094412 4,638,273.78 4,613,602.30 82620KAK9 SIEMENS FINANCIERINGSMAATSCHAPPIJ NV 666324425 15,000,000.00 14,976,220.82 82620KAL7 SIEMENS FINANCIERINGSMAATSCHAPPIJ NV 6663230 7 4,570,000.00 4,647,152.89 82620KBE2 SIEMENS FINANCIERINGSMAATSCHAPPIJ NV 701624600 5,000,000.00 4,993,682.76 82620KAL7 SIEMENS FINANCIERINGSMAATSCHAPPIJ NV 666338617 9,139,000.00 9,293,288.92 82655AAC7 SIGMA ALIMENTOS SA DE CV 666329701 10,000,000.00 9,651,596.19 05545MAC6 SIGNATURE AVIATION US HOLDINGS INC 666324679 1,000,000.00 919,857.60 05545MAC6 SIGNATURE AVIATION US HOLDINGS INC 66633712 1,000,000.00 919,857.60 82967NBA5 SIRIUS XM RADIO INC 666325846 1,500,000.00 1,427,032.60 82967NBA5 SIRIUS XM RADIO INC 666329696 1,750,000.00 1,726,427.31 82967NBC1 SIRIUS XM RADIO INC 666337239 1,000,000.00 1,007,716.49 78454LAN0 SM ENERGY CO 666338389 1,700,000.00 1,524,278.41
85236FAA1 SMYRNA READY MIX CONCRETE LLC 666325637 1,000,000.00 1,000,000.00 85236FAA1 SMYRNA READY MIX CONCRETE LLC 666329935 2,000,000.00 2,000,000.00 85236FAA1 SMYRNA READY MIX CONCRETE LLC 666338032 1,000,000.00 1,000,000.00 83607EAA0 SNDPT V-R A 666329900 7,500,000.00 7,440,185.82 83368RAV4 SOCIETE GENERALE SA 696531138 1,900,000.00 1,897,520.42 83368RAW2 SOCIETE GENERALE SA 666329752 3,000,000.00 2,988,330.32 83368RAV4 SOCIETE GENERALE SA 666338571 1,800,000.00 1,797,633.30 833794AB6 SODEXO INC 697752987 5,000,000.00 5,000,000.00 833794AB6 SODEXO INC 697710572 10,000,000.00 10,000,000.00 835495AL6 SONOCO PRODUCTS CO 666329901 4,000,000.00 3,996,211.37 835495AL6 SONOCO PRODUCTS CO 666338563 2,000,000.00 1,998,105.68 837151AA7 SOUTH CAROLINA ST PUB SVC AUTH REV 666329889 5,000,000.00 5,000,000.00 842400GR8 SOUTHERN CALIFORNIA EDISON CO 666325986 348,000.00 347,508.81 842400HF3 SOUTHERN CALIFORNIA EDISON CO 712821179 5,000,000.00 4,988,337.69 842400HF3 SOUTHERN CALIFORNIA EDISON CO 701901652 5,000,000.00 4,988,337.69 842400GG2 SOUTHERN CALIFORNIA EDISON CO 666337371 1,000,000.00 851,744.20 842434CQ3 SOUTHERN CALIFORNIA GAS CO 757400497 10,000,000.00 9,990,553.90 842434CM2 SOUTHERN CALIFORNIA GAS CO 757400495 8,000,000.00 8,084,748.29 842587DH7 SOUTHERN CO 695901414 3,000,000.00 2,993,517.29 842587DH7 SOUTHERN CO 681978943 7,000,000.00 6,984,873.68 001192AM5 SOUTHERN COMPANY GAS CAPITAL CORP 666339147 7,000,000.00 6,985,977.69 845467AN9 SOUTHWESTERN ENERGY CO 666325983 2,505,000.00 2,505,000.00 845467AL3 SOUTHWESTERN ENERGY CO 666326011 2,000,000.00 1,994,552.09 845467AL3 SOUTHWESTERN ENERGY CO 666325974 500,000.00 500,375.07 845467AL3 SOUTHWESTERN ENERGY CO 666329974 1,000,000.00 997,276.05 845467AL3 SOUTHWESTERN ENERGY CO 666329997 500,000.00 500,375.07 56845NAA8 SPEAK 8 A 666325932 22,500,000.00 22,296,815.14 84756NAF6 SPECTRA ENERGY PARTNERS LP 666337278 2,000,000.00 1,995,751.76 1234740 Spencer Helm Business Center 677094756 6,264,209.82 6,264,209.82 85205TAG5 SPIRIT AEROSYSTEMS INC 666338678 5,000,000.00 5,063,632.05 78466CAC0 SS&C TECHNOLOGIES INC 666324632 1,875,000.00 1,875,000.00 853496AD9 STANDARD INDUSTRIES INC 666325648 1,000,000.00 941,087.52 853496AD9 STANDARD INDUSTRIES INC 666329959 1,500,000.00 1,445,134.41 854502AH4 STANLEY BLACK & DECKER INC 666329950 2,000,000.00 1,998,974.05
854502AL5 STANLEY BLACK & DECKER INC 666329801 6,000,000.00 5,983,189.32 855244AR0 STARBUCKS CORP 696533142 700,000.00 699,468.99 855244AP4 STARBUCKS CORP 666329821 20,000,000.00 19,967,893.00 855244AD1 STARBUCKS CORP 666337906 4,000,000.00 4,082,466.28 855244AV1 STARBUCKS CORP 666337923 1,125,000.00 1,026,483.92 855244AR0 STARBUCKS CORP 666337928 612,000.00 611,521.23 855244AQ2 STARBUCKS CORP 666337933 15,000,000.00 14,992,497.71 855244AR0 STARBUCKS CORP 666337929 1,500,000.00 1,550,794.88 85571BAL9 STARWOOD PROPERTY TRUST INC 666324335 1,391,000.00 1,385,777.56 85571BAL9 STARWOOD PROPERTY TRUST INC 666325550 1,391,000.00 1,385,777.56 85571BAL9 STARWOOD PROPERTY TRUST INC 666329815 2,000,000.00 2,023,942.70 857477BE2 STATE STREET CORP 757404665 5,000,000.00 5,000,000.00 857477BE2 STATE STREET CORP 757404666 8,500,000.00 8,500,000.00 857477BF9 STATE STREET CORP 756546234 500,000.00 536,211.14 857477BF9 STATE STREET CORP 756550381 700,000.00 750,965.69 858119BF6 STEEL DYNAMICS INC 666329772 1,000,000.00 1,013,640.85 858119BF6 STEEL DYNAMICS INC 666329768 1,490,000.00 1,510,324.87 858155AE4 STEELCASE INC 666329760 2,500,000.00 2,484,887.26 858155AE4 STEELCASE INC 666329764 1,500,000.00 1,490,932.36 85917PAB3 STERIS IRISH FINCO UNLIMITED CO 697755885 3,000,000.00 2,985,710.71 864486AK1 SUBURBAN PROPANE PARTNERS LP 666324312 650,000.00 625,864.45 864486AK1 SUBURBAN PROPANE PARTNERS LP 666325813 1,050,000.00 1,011,011.81 867229AC0 SUNCOR ENERGY INC 666325778 3,000,000.00 3,225,721.32 867229AC0 SUNCOR ENERGY INC 666329862 2,000,000.00 2,150,480.88 86765LAN7 SUNOCO LP 666325768 1,000,000.00 1,004,000.93 86765LAN7 SUNOCO LP 666329858 1,000,000.00 1,004,000.93 86765LAN7 SUNOCO LP 666329857 1,500,000.00 1,489,513.30 86803UAD3 SUNTORY HOLDINGS LTD 666324314 4,500,000.00 4,495,580.10 86800XAA6 SUNTRUST PREFERRED CAPITAL I 666338021 504,000.00 273,040.70 87165BAP8 SYNCHRONY FINANCIAL 666337926 775,000.00 773,741.97 874060BD7 TAKEDA PHARMACEUTICAL CO LTD 666329829 10,000,000.00 10,000,000.00 875127AV4 TAMPA ELECTRIC CO 666325726 1,500,000.00 1,493,466.06 875143AN9 TAMPA FLA SPL ASSMT REV 696532716 500,000.00 563,439.49 875143AN9 TAMPA FLA SPL ASSMT REV 666341915 500,000.00 563,455.73
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911365BN3 UNITED RENTALS (NORTH AMERICA) INC 666329918 2,000,000.00 2,004,259.42 911365BG8 UNITED RENTALS (NORTH AMERICA) INC 666329910 3,325,000.00 3,325,000.00 911365BG8 UNITED RENTALS (NORTH AMERICA) INC 666329908 1,250,000.00 1,237,041.64 911365BL7 UNITED RENTALS (NORTH AMERICA) INC 666329906 2,000,000.00 2,009,808.61 911365BN3 UNITED RENTALS (NORTH AMERICA) INC 666338601 1,500,000.00 1,503,194.57 911365BG8 UNITED RENTALS (NORTH AMERICA) INC 666338630 1,000,000.00 1,002,800.06 911365BG8 UNITED RENTALS (NORTH AMERICA) INC 666338634 1,000,000.00 1,002,800.06 9128286A3 UNITED STATES TREASURY 727162841 3,500,000.00 3,507,912.59 9128284L1 UNITED STATES TREASURY 666324760 4,950,000.00 4,953,335.41 9128286A3 UNITED STATES TREASURY 666324689 212,300.00 212,779.96 9128284Z0 UNITED STATES TREASURY 666324694 3,523,000.00 3,505,814.15 9128286B1 UNITED STATES TREASURY 666324701 2,425,000.00 2,418,448.76 9128284U1 UNITED STATES TREASURY 666324748 3,000,000.00 2,993,370.75 912828Y79 UNITED STATES TREASURY 666324615 104,500.00 104,459.88 91324PED0 UNITEDHEALTH GROUP INC 757398304 7,000,000.00 6,999,437.24 91324PEF5 UNITEDHEALTH GROUP INC 757398306 4,000,000.00 3,974,475.48 91324PDZ2 UNITEDHEALTH GROUP INC 757398302 2,000,000.00 1,945,394.30 91324PDS8 UNITEDHEALTH GROUP INC 666326390 1,000,000.00 999,801.49 91324PEF5 UNITEDHEALTH GROUP INC 692727573 3,000,000.00 2,980,812.21 91324PDZ2 UNITEDHEALTH GROUP INC 666329893 3,000,000.00 2,918,053.01 91324PBW1 UNITEDHEALTH GROUP INC 666329873 10,000,000.00 9,987,100.47 91324PCA8 UNITEDHEALTH GROUP INC 666329902 5,000,000.00 4,907,902.97 91324PDS8 UNITEDHEALTH GROUP INC 666329899 2,000,000.00 1,999,602.98 91324PED0 UNITEDHEALTH GROUP INC 697709910 8,000,000.00 7,999,298.75 91324PEE8 UNITEDHEALTH GROUP INC 688043434 8,000,000.00 7,966,139.13 91428LNN2 UNIVERSITY HAWAII REV 666341829 5,485,000.00 5,485,000.00 903192AA0 UNUM GROUP 666330559 488,000.00 483,345.15 90345WAA2 US AIRWAYS 2012-1 CLASS A PASS THROUGH TRUST 666330556 2,277,355.00 2,277,292.22 90345WAA2 US AIRWAYS 2012-1 CLASS A PASS THROUGH TRUST 666337750 910,942.00 910,916.89 453258AP0 VALE CANADA LTD 666338439 3,000,000.00 2,992,232.33 91913YAW0 VALERO ENERGY CORP 696531423 299,000.00 297,232.73 91913YAW0 VALERO ENERGY CORP 666339169 281,000.00 279,335.13 92343VFF6 VERIZON COMMUNICATIONS INC 696535137 1,000,000.00 999,635.80 92343VES9 VERIZON COMMUNICATIONS INC 666329998 2,000,000.00 1,997,165.66
92343VEU4 VERIZON COMMUNICATIONS INC 666329993 10,372,000.00 10,060,042.78 92343VEU4 VERIZON COMMUNICATIONS INC 666329994 10,206,000.00 10,011,032.62 92343VEU4 VERIZON COMMUNICATIONS INC 666339166 5,186,000.00 5,030,021.32 124857AT0 VIACOMCBS INC 696536713 525,000.00 521,762.05 124857AX1 VIACOMCBS INC 696535159 1,180,000.00 1,254,072.72 124857AT0 VIACOMCBS INC 666330386 5,000,000.00 4,969,151.41 124857AX1 VIACOMCBS INC 666337435 1,000,000.00 988,602.03 124857AX1 VIACOMCBS INC 666337439 5,000,000.00 4,942,989.03 124857AX1 VIACOMCBS INC 666337293 1,120,000.00 1,190,309.62 124857AT0 VIACOMCBS INC 666337456 525,000.00 521,760.90 92660FAG9 VIDEOTRON LTD 666329957 2,000,000.00 2,006,470.09 92660FAG9 VIDEOTRON LTD 666329963 2,000,000.00 2,000,000.00 92660FAG9 VIDEOTRON LTD 666329958 1,000,000.00 1,009,647.67 92660FAG9 VIDEOTRON LTD 666329934 1,000,000.00 1,002,701.61 92660FAG9 VIDEOTRON LTD 666329966 2,000,000.00 2,016,029.52 92660FAG9 VIDEOTRON LTD 666338518 1,350,000.00 1,350,000.00 92660FAG9 VIDEOTRON LTD 666338526 650,000.00 650,000.00 92660FAG9 VIDEOTRON LTD 666338523 2,000,000.00 2,000,000.00 92660FAG9 VIDEOTRON LTD 666338525 1,000,000.00 1,003,238.19 927320AA9 VINCI SA 666338517 6,000,000.00 5,988,645.35 927320AA9 VINCI SA 666338515 2,000,000.00 1,996,215.11 92769XAP0 VIRGIN MEDIA SECURED FINANCE PLC 666338562 2,000,000.00 2,026,252.69 927804FX7 VIRGINIA ELECTRIC AND POWER CO 757398320 10,000,000.00 9,995,000.19 92826CAK8 VISA INC 666326353 2,000,000.00 1,986,212.06 92840VAD4 VISTRA OPERATIONS COMPANY LLC 696531183 2,500,000.00 2,497,395.50 92840VAB8 VISTRA OPERATIONS COMPANY LLC 666326041 2,000,000.00 2,000,000.00 92840VAB8 VISTRA OPERATIONS COMPANY LLC 666329799 2,000,000.00 2,000,000.00 92857WBJ8 VODAFONE GROUP PLC 696531120 1,500,000.00 1,492,086.95 92857WBH2 VODAFONE GROUP PLC 696533214 750,000.00 747,360.36 92857WBJ8 VODAFONE GROUP PLC 696533913 140,000.00 139,822.55 92857WBT6 VODAFONE GROUP PLC 696534698 300,000.00 295,688.04 92857WBK5 VODAFONE GROUP PLC 696531118 1,687,000.00 1,671,609.61 92857WBJ8 VODAFONE GROUP PLC 696531121 235,000.00 234,701.85 92857WBM1 VODAFONE GROUP PLC 666326047 250,000.00 248,133.76
92857WBK5 VODAFONE GROUP PLC 666329798 1,000,000.00 990,839.61 92857WBH2 VODAFONE GROUP PLC 666338666 750,000.00 747,342.44 92857WBK5 VODAFONE GROUP PLC 666337210 1,000,000.00 990,839.61 92857WBJ8 VODAFONE GROUP PLC 666337161 375,000.00 374,513.82 92857WBH2 VODAFONE GROUP PLC 666338700 5,000,000.00 4,982,282.92 92857WBK5 VODAFONE GROUP PLC 666337169 5,000,000.00 4,968,699.29 92857WBJ8 VODAFONE GROUP PLC 666337173 1,500,000.00 1,492,039.37 92857WBK5 VODAFONE GROUP PLC 666337214 5,000,000.00 4,968,699.29 92857WBK5 VODAFONE GROUP PLC 666337164 1,000,000.00 990,839.61 92857WBK5 VODAFONE GROUP PLC 666337207 1,687,000.00 1,671,546.48 92857WBJ8 VODAFONE GROUP PLC 666338662 5,000,000.00 4,973,464.56 92857WBT6 VODAFONE GROUP PLC 666337412 300,000.00 295,670.30 929160AS8 VULCAN MATERIALS CO 696532464 225,000.00 229,614.22 929160AT6 VULCAN MATERIALS CO 666337379 15,000,000.00 14,965,591.37 929160AS8 VULCAN MATERIALS CO 666337380 225,000.00 229,615.02 1225860 Walgreen's Center 677094417 2,240,887.87 2,228,988.86 931427AH1 WALGREENS BOOTS ALLIANCE INC 666329763 5,000,000.00 5,036,844.16 931142EE9 WALMART INC 757398327 3,000,000.00 2,993,571.02 931142EB5 WALMART INC 756546398 500,000.00 606,186.66 931142EQ2 WALMART INC 757398329 3,000,000.00 2,997,475.23 931142EB5 WALMART INC 756546392 500,000.00 606,186.66 931142EM1 WALMART INC 666323002 5,000,000.00 5,100,368.28 931142EC3 WALMART INC 666329767 5,000,000.00 4,938,913.24 931142DG5 WALMART INC 666329769 8,000,000.00 8,014,712.43 931142EC3 WALMART INC 666329766 1,000,000.00 987,782.65 931142CB7 WALMART INC 666329774 5,000,000.00 5,366,344.70 931142EE9 WALMART INC 666339299 4,000,000.00 3,991,373.35 931142EQ2 WALMART INC 666339322 5,000,000.00 4,995,790.06 931142EQ2 WALMART INC 666339321 1,000,000.00 999,158.01 254687FR2 WALT DISNEY CO 696531260 250,000.00 249,466.76 254687FR2 WALT DISNEY CO 756546271 300,000.00 381,024.42 254687DD5 WALT DISNEY CO 666325988 5,000,000.00 5,122,777.36 941053AH3 WASTE CONNECTIONS INC 696536442 825,000.00 824,135.26 94106BAA9 WASTE CONNECTIONS INC 666329781 6,000,000.00 5,999,609.62
941053AJ9 WASTE CONNECTIONS INC 666329784 3,500,000.00 3,492,958.22 941053AH3 WASTE CONNECTIONS INC 666329789 3,500,000.00 3,496,221.50 94106BAD3 WASTE CONNECTIONS INC 746782933 7,000,000.00 6,895,238.23 941053AH3 WASTE CONNECTIONS INC 666336723 775,000.00 774,163.33 941053AJ9 WASTE CONNECTIONS INC 666338447 1,000,000.00 997,988.07 94106BAA9 WASTE CONNECTIONS INC 666338473 2,000,000.00 1,999,869.87 941053AJ9 WASTE CONNECTIONS INC 666338445 2,000,000.00 1,995,976.12 94106LBE8 WASTE MANAGEMENT INC 666329780 3,285,000.00 3,284,689.83 94106LAZ2 WASTE MANAGEMENT INC 666338461 2,500,000.00 2,498,240.39 94106LBA6 WASTE MANAGEMENT INC 666338428 10,000,000.00 9,984,504.31 94106LBA6 WASTE MANAGEMENT INC 666338432 10,000,000.00 10,024,007.06 94106LAZ2 WASTE MANAGEMENT INC 666338464 3,250,000.00 3,247,712.52 94106LBE8 WASTE MANAGEMENT INC 666338750 5,000,000.00 4,999,527.87 95000U2H5 WELLS FARGO & CO 696536495 1,500,000.00 1,500,000.00 94974BFN5 WELLS FARGO & CO 666337152 5,000,000.00 4,996,538.30 95000U2H5 WELLS FARGO & CO 666337117 1,500,000.00 1,500,000.00 94974BFN5 WELLS FARGO & CO 666337154 2,000,000.00 1,998,615.32 95000U2D4 WELLS FARGO & CO 666337148 1,342,000.00 1,340,205.74 95081QAP9 WESCO DISTRIBUTION INC 666324411 1,000,000.00 1,052,586.22 95081QAP9 WESCO DISTRIBUTION INC 666329824 1,000,000.00 1,052,586.22 958667AB3 WESTERN MIDSTREAM OPERATING LP 696536557 148,000.00 92,234.83 958667AB3 WESTERN MIDSTREAM OPERATING LP 666337221 1,350,000.00 1,349,907.47 958667AC1 WESTERN MIDSTREAM OPERATING LP 666337218 1,800,000.00 1,798,883.04 960386AQ3 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP 696536475 1,000,000.00 999,221.09 961214EH2 WESTPAC BANKING CORP 666324403 2,000,000.00 1,999,661.09 961214EH2 WESTPAC BANKING CORP 666337392 8,000,000.00 7,998,644.35 961214EL3 WESTPAC BANKING CORP 666337388 900,000.00 899,673.25 962166BY9 WEYERHAEUSER CO 696536654 375,000.00 370,040.59 962166BX1 WEYERHAEUSER CO 666337458 3,000,000.00 2,987,367.76 96272PAA1 WHEATON COLLEGE ILL 666330170 12,950,000.00 12,950,000.00 96272PAA1 WHEATON COLLEGE ILL 666330172 5,000,000.00 5,031,377.68 96272PAA1 WHEATON COLLEGE ILL 666330174 450,000.00 453,226.18 96272PAA1 WHEATON COLLEGE ILL 666330175 800,000.00 800,000.00 970648AJ0 WILLIS NORTH AMERICA INC 666330130 5,000,000.00 4,992,784.01
970648AJ0 WILLIS NORTH AMERICA INC 666337298 2,000,000.00 1,997,113.61 96145DAD7 WRKCO INC 666329837 6,500,000.00 6,498,410.92 98389BAV2 XCEL ENERGY INC 696536705 500,000.00 497,583.54 98389BAR1 XCEL ENERGY INC 666325831 4,000,000.00 4,000,521.48 98389BAW0 XCEL ENERGY INC 666330139 6,000,000.00 5,964,412.46 98389BAV2 XCEL ENERGY INC 666336851 500,000.00 497,566.97 98389BAR1 XCEL ENERGY INC 666337350 4,000,000.00 4,010,643.71 988498AD3 YUM! BRANDS INC 666336804 517,000.00 471,373.39 98956PAT9 ZIMMER BIOMET HOLDINGS INC 696536497 1,500,000.00 1,496,937.32 98956PAS1 ZIMMER BIOMET HOLDINGS INC 696553129 667,000.00 666,426.78 98956PAS1 ZIMMER BIOMET HOLDINGS INC 696536487 1,333,000.00 1,331,856.29 98956PAB8 ZIMMER BIOMET HOLDINGS INC 666330186 6,000,000.00 5,992,149.62 98978VAL7 ZOETIS INC 666336870 5,000,000.00 4,982,791.90 --- ACTIS EMERGING MARKETS 3 LP 675304453 NA 1,204,000.00 --- ACTIS ENERGY 4 LP 675304444 NA 17,467,733.00 --- ADVENT INTERNATIONAL GPE VI-A LP 675304457 NA 1,530,627.00 --- AMERICAN PACIFIC GROUP FUND I LP 675304442 NA 784,286.00 --- AMHERST SINGLE FAMILY RESIDENTIAL PARTNERS VI LP 675304448 NA 4,365,907.00 --- APOLLO INVESTMENT FUND VI 675304466 NA 500,618.00 --- APOLLO INVESTMENT FUND VII LP 675304452 NA 1,723,905.00 --- ARCLINE CAPITAL PARTNERS LP 675304443 NA 6,581,088.98 --- ARES CORPORATE OPPORTUNITIES FUND IV 675304451 NA 9,017,478.58 --- ATLAS CAPITAL RESOURCES II L.P. 675304632 NA 14,818,383.00 --- AXA SECONDARY FUND V 675304633 NA 64,707.00 --- BAIN CAPITAL DISTRESSED AND SPECIAL SITUATIONS 675304461 NA 2,178,506.39 --- BLACKSTONE CAPITAL PARTNERS V, LP 675304470 NA 161,626.97 --- BLACKSTONE REAL ESTATE PARTNERS V 675304642 NA 671,535.39 --- BLACKSTONE TACTICAL OPPORTUNITIES FUND III LP 675304456 NA 13,049,692.08 --- BOPA1 LP BLACKROCK OPPORTUNISTIC 675304467 NA 40,725,078.56 --- CALTIUS PARTNERS III 675304639 NA 376,391.00 --- CALTIUS PARTNERS IV 675304483 NA 9,076,742.00 --- CARLYLE POWER PARTNERS II, L.P. 675304463 NA 17,903,482.00 --- CBRE GIP US FEEDER VEHICLE ALLINV B LP 675304455 NA 34,715,847.60 --- CREST ROCK FUND I-A LP 675304449 NA 2,599,414.06
--- CYPRIUM INVESTORS IV LP 675304446 NA 3,971,222.00 --- EXCELLERE CAPITAL FUND II 675304489 NA 10,977,705.00 --- FRANCISCO PARTNERS II, LP 675304486 NA 2,240,405.00 --- FRAZIER HEALTHCARE GROWTH BUYOUT FUND IX LP 675304494 NA 5,065,889.00 --- GAMUT INVESTMENT FUND I, L.P. 675304459 NA 10,340,988.00 --- HARBOURVEST STRUCTURED SOLUTIONS II L.P. 675304476 NA 4,484,596.00 --- HARRISON STREET CORE PROPERTY FUND LP 675304477 NA 7,343.00 --- HIGH STREET REAL ESTATE FUND VI LP 675304481 NA 11,791,918.00 --- HIGHSTAR CAPITAL III 675304583 NA 106,167.00 --- HKW CAPITAL PARTNERS V LP 675304482 NA 4,572,703.00 --- INSIGHT VENTURE PARTNERS FUND VIII LP 675304496 NA 15,940,231.20 --- KAINOS CAPITAL PARTNERS LP 675304487 NA 32,233.00 --- LANDMARK REAL ESTATE FUND V, LP 675304505 NA 816,845.00 --- LS POWER FUND IV FEEDER 1 LP 675304527 NA 4,476,693.00 --- LSV SPECIAL OPPORTUNITIES DOMESTIC FUND V LP 675304541 NA 8,807,928.30 --- MACQUARIE INFRASTRUCTURE PARTNERS III, LP 675304521 NA 24,218,573.11 --- MACQUARIE INFRASTRUCTURE PARTNERS IV LP 675304524 NA 8,264,527.82 --- MATLIN PATTERSON GLOBAL OPP FUND III LP 675304515 NA 54,604.03 --- MERIT MEZZANINE FUND IV 675304586 NA 184,227.46 --- NORTHSTAR MEZZANINE PARTNER V 675304514 NA 5,611,563.00 --- O'CONNOR NORTH AMERICAN PROPERTIES LP 675304523 NA 1,042,078.00 --- ODYSSEY INVESTMENT PARTNERS FUND VI LP 675304539 NA 1,942,439.67 --- ONCAP IV LP 675304512 NA 7,212,086.00 --- PLATINUM EQUITY CAPITAL PARTNERS V LP 675304520 NA 6,226,126.00 --- PROVIDENCE EQUITY PARTNERS VI 675304531 NA 1,897,275.00 --- PRUDENTIAL CAPITAL PARTNERS II, LP 675304532 NA 1,152,746.61 --- PRUDENTIAL CAPITAL PARTNERS III, LP 675304533 NA 787,026.11 --- ROCKPOINT REAL ESTATE FUND II, LP 675304546 NA 337,247.00 --- SHOREVIEW CAPITAL PARTNERS III, L.P. 675304542 NA 8,817,118.00 --- SILVER LAKE III, LP 675304573 NA 2,029,296.00 --- SK CAPITAL PARTNERS III LP 675304550 NA 10,782,513.00 --- STARWOOD CAPITAL HOSPITALITY FUND II 675304559 NA 5,293,849.00 --- STERLING CAPITAL PARTNERS III 675304561 NA 889,485.50 --- SUMMIT PARTNERS GROWTH EQUITY FUND X-A LP 675304593 NA 4,201,475.00
--- SUNSTONE PARTNERS I LP, TC GROWTH 675304596 NA 16,940,248.00 --- SYCAMORE PARTNERS III, LP 675304566 NA 1,988,277.00 --- THOMA BRAVO XII 675304576 NA 33,854,402.67 --- TPG AAF Partners RNI-A LP 727608406 NA 1,012,933.00 --- TRIDENT VI LP 675304571 NA 16,645,308.69 --- TRILANTIC CAPITAL PARTNERS V LP 675304584 NA 27,113,582.00 --- VISTA EQUITY PARTNERS FUND IV LP 675304563 NA 13,182,620.00 --- WALTON STREET REAL ESTATE FUND VI 675304582 NA 7,89,051.00 --- WARBURG PINCUS PRIVATE EQUITY IX, LP 675304564 NA 264,463.00 --- WAYZATA OPPORTUNITIES FUND III, LP 675304579 NA 3,066,691.00 --- WESTBROOK REAL ESTATE FUND IX, LP 675304575 NA 7,51,703.00 --- WESTBROOK REAL ESTATE FUND VIII 675304577 NA 1,766,558.00 --- WHITEHORSE ASSOCIATES I LP 675304567 NA 189,233.00 --- Cash NA NA 821,233.96
EXECUTION VERSION 1006464009v2 AMENDED AND RESTATED COINSURANCE AGREEMENT Between American Heritage Life Insurance Company, as the Ceding Company and Allstate Life Insurance Company, as the Reinsurer
- i - 1006464009v2 TABLE OF CONTENTS ARTICLE I. DEFINITIONS .......................................................................................................... 1 Section 1.1. Definitions ................................................................................................. 1 ARTICLE II. BASIS OF REINSURANCE AND BUSINESS REINSURED ............................ 10 Section 2.1. Coverage .................................................................................................. 10 Section 2.2. Non-Guaranteed Elements ...................................................................... 10 Section 2.3. Reinsured Policy Changes ....................................................................... 10 Section 2.4. Liability ................................................................................................... 10 Section 2.5. Indemnity Reinsurance ............................................................................ 10 Section 2.6. Territory ................................................................................................... 11 Section 2.7. Reinstatements ......................................................................................... 11 Section 2.8. New Insurance Policies; Replacements ................................................... 11 ARTICLE III. PAYMENTS; ADDITIONAL CONSIDERATIONS .......................................... 13 Section 3.1. Initial Payments ....................................................................................... 13 Section 3.2. Additional Consideration. ....................................................................... 13 Section 3.3. Net Settlement ......................................................................................... 14 Section 3.4. Reinsurer’s Security Interest ................................................................... 14 Section 3.5. Defenses .................................................................................................. 15 Section 3.6. Offset ....................................................................................................... 16 Section 3.7. Producers ................................................................................................. 16 Section 3.8. Bank Accounts ........................................................................................ 16 ARTICLE IV. ADMINISTRATION OF THE REINSURED POLICIES ................................... 17 Section 4.1. Administration ......................................................................................... 17 Section 4.2. Power of Attorney ................................................................................... 18 Section 4.3. Subcontracting ......................................................................................... 18 Section 4.4. Reporting ................................................................................................. 19 ARTICLE V. REGULATORY AND LEGAL ACTIONS ........................................................... 19 Section 5.1. Regulatory Actions .................................................................................. 19 Section 5.2. Legal Actions .......................................................................................... 20 Section 5.3. Cooperation ............................................................................................. 21 Section 5.4. Applicability of the Stock Purchase Agreement and Transaction Agreements .............................................................................................. 22 ARTICLE VI. SECURITY ........................................................................................................... 22 Section 6.1. Licenses; Reserve Credit ......................................................................... 22 Section 6.2. Security .................................................................................................... 23
- ii - 1006464009v2 Section 6.3. Trust Account and Settlements ................................................................ 23 Section 6.4. Eligible Assets ......................................................................................... 23 Section 6.5. Deposit of Assets ..................................................................................... 23 Section 6.6. Modification Following a FMV Triggering Event .................................. 24 Section 6.7. Withdrawal of Assets from the Trust Account ........................................ 24 Section 6.8. Adjustment of Security and Withdrawals ............................................... 25 Section 6.9. Substitutions ............................................................................................ 27 Section 6.10. Termination of Trust Account ................................................................. 28 Section 6.11. Cure of FMV Triggering Event ............................................................... 28 ARTICLE VII. OVERSIGHTS; COOPERATION ...................................................................... 28 Section 7.1. Oversights ................................................................................................ 28 Section 7.2. Cooperation ............................................................................................. 28 ARTICLE VIII. INSOLVENCY .................................................................................................. 29 Section 8.1. Insolvency of the Ceding Company ........................................................ 29 Section 8.2. Satisfaction and Discharge ...................................................................... 29 ARTICLE IX. DURATION; RECAPTURE ................................................................................ 29 Section 9.1. Duration ................................................................................................... 29 Section 9.2. Survival ................................................................................................... 30 Section 9.3. Recapture; Termination ........................................................................... 30 Section 9.4. Recapture Payments ................................................................................ 31 ARTICLE X. DAC TAX ADJUSTMENT ................................................................................... 32 Section 10.1. DAC Tax Adjustment .............................................................................. 32 ARTICLE XI. MISCELLANEOUS ............................................................................................. 33 Section 11.1. Notices ..................................................................................................... 33 Section 11.2. Entire Agreement; Third Party Beneficiaries .......................................... 34 Section 11.3. Severability; Amendment; Modification; Waiver ................................... 34 Section 11.4. Governing Law ........................................................................................ 35 Section 11.5. Jurisdiction; Enforcement ........................................................................ 35 Section 11.6. Expenses .................................................................................................. 36 Section 11.7. Counterparts ............................................................................................ 36 Section 11.8. Books and Records .................................................................................. 36 Section 11.9. Treatment of Confidential Information ................................................... 38 Section 11.10. Assignment .............................................................................................. 38 Section 11.11. Rules of Construction .............................................................................. 39 Section 11.12. Incontestability ........................................................................................ 39 Section 11.13. Negotiated Agreement ............................................................................. 39
- iii - 1006464009v2 INDEX OF SCHEDULES Schedule A Original Reinsurance Agreements Schedule B Reinsured Policies Schedule C Reports Schedule D Terminal Settlement Schedule E Investment Guidelines INDEX OF EXHIBITS Exhibit I Settlement Statement Exhibit II Trust Agreement
- 1 - 1006464009v2 AMENDED AND RESTATED COINSURANCE AGREEMENT THIS AMENDED AND RESTATED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on November 1, 2021 (the “Closing Date”) by and between American Heritage Life Insurance Company, a life insurance company domiciled in the State of Florida (the “Ceding Company”) and Allstate Life Insurance Company, a life insurance company domiciled in the State of Illinois (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and collectively the “Parties.” WHEREAS, the Ceding Company and the Reinsurer are parties to the Reinsurance Agreements set forth on Schedule A (the “Original Reinsurance Agreements”); WHEREAS, Allstate Insurance Company, an insurance company organized under the laws of the State of Illinois (“ALIC Seller”), Allstate Financial Insurance Holdings Corporation, a corporation incorporated under the laws of the State of Delaware, and Everlake US Holdings Company (f/n/a Antelope US Holdings Company), a corporation incorporated under the laws of the State of Delaware (“Buyer”), have entered into that certain Stock Purchase Agreement dated as of January 26, 2021 (the “Stock Purchase Agreement”) pursuant to which, among other matters, ALIC Seller proposes to sell, and Buyer proposes to purchase, 100% of the issued and outstanding capital stock of the Reinsurer; and WHEREAS, the Stock Purchase Agreement provides, among other things, for the Ceding Company and the Reinsurer to enter into this Agreement to amend and restate in their entirety the Original Reinsurance Agreements; and WHEREAS, simultaneously with the execution and delivery of this Agreement on the date hereof, the Ceding Company, the Reinsurer and the Trustee (as defined below) are entering into the Trust Agreement (as defined below) pursuant to which the Trustee will hold assets as security for the satisfaction of the obligations of the Reinsurer to the Ceding Company under this Agreement. NOW, THEREFORE, in consideration of the mutual and several promises and undertakings herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Ceding Company and the Reinsurer agree as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. The following terms have the respective meanings set forth below throughout this Agreement: “Accounting Period” means each calendar quarter during the term of this Agreement or any portion thereof ending on the Terminal Settlement Date.
- 2 - 1006464009v2 “Action” means any civil, criminal or administrative action, suit, claim, litigation, arbitration proceeding or similar proceeding, in each case before a Governmental Entity, arbitrator or arbitration panel or similar Person or body. “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person, and the term “Affiliated” shall have a correlative meaning. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. “Agreement” has the meaning set forth in the preamble. “ALIC Seller” has the meaning set forth in the recitals. “Applicable Law” means any law, statute, ordinance, written rule or regulation, order, injunction, judgment, decree, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to any Person or such Person’s businesses, properties, assets or rights, as may be amended from time to time. “Bank Accounts” has the meaning set forth in Section 3.8. “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in Chicago, Illinois or New York City are required or authorized by Applicable Law to be closed. “Buyer” has the meaning set forth in the recitals. “Capital Reporting Deadline” means, with respect to the Reinsurer, with respect to (a) a calendar quarter other than the last quarter of a calendar year, the later of (i) the date that is forty- five (45) calendar days after the end of such calendar quarter and (ii) the date on which the quarterly Statutory Financial Statements of the Reinsurer are required to be filed with the Reinsurer’s Insurance Regulator under Applicable Law, and (b) the last calendar quarter of a calendar year, the later of (i) the date that is sixty (60) calendar days after the end of such calendar quarter and (ii) the date on which the annual Statutory Financial Statements of the Reinsurer are required to be filed with the Reinsurer’s Insurance Regulator under Applicable Law. “Ceding Company” has the meaning set forth in the preamble. “Ceding Company Domiciliary State” means the State of Florida, or, if the Ceding Company changes its state of domicile to another state within the United States, such other state; provided, however, that if the Ceding Company changes its state of domicile to the State of New York, the “Ceding Company Domiciliary State” shall be deemed to be the State of Florida for all purposes under this Agreement.
- 3 - 1006464009v2 “Ceding Company Extra-Contractual Obligations” means all Extra-Contractual Obligations to the extent arising out of, resulting from or related to any act, error or omission at or after the Closing Date by the Ceding Company or its Affiliates or any of their representatives (other than the Third Party Administrators) engaged by or acting at the direction of the Ceding Company or any of its Affiliates , other than any such act, error or omission undertaken at the written direction or with the prior written consent of the Reinsurer or any of its Affiliates or representatives. “Closing Date” has the meaning set forth in the introductory paragraph. “Code” means the United States Internal Revenue Code of 1986, as amended. “Collateral” has the meaning set forth in Section 3.4(a). “Company Action Level RBC” means, at any date of determination, two hundred percent (200%) of the authorized control level risk based capital of the Reinsurer determined in accordance with SAP and the Applicable Law of the Reinsurer Domiciliary State. “Contractholder” means the holder of any Reinsured Policy. “Eligible Assets” means cash or investments of the type consistent with the requirements for authorized investments and admitted assets under the insurance laws of the Reinsurer Domiciliary State; provided, that (i) each such investment that is a security is issued by an institution that is not the Reinsurer, Ceding Company or an Affiliate of either Party and (ii) such investments comply with the Investment Guidelines; provided, further, that following the occurrence of a FMV Triggering Event, such assets shall also meet all requirements under the insurance laws of the Ceding Company Domiciliary State with respect to providing Reserve Credit to the Ceding Company. “Extra-Contractual Obligations” means all Liabilities of the Ceding Company to any Person or Persons arising out of, resulting from or relating to the Reinsured Policies (other than Liabilities arising under the express terms and conditions and within the policy limits of the Reinsured Policies), including, without limitation, any loss in excess of the limits arising under or covered by any Reinsured Policy, any Liability for fines, penalties, Taxes, fees, forfeitures, compensatory, consequential, punitive, exemplary, special, treble, bad faith, tort, statutory or any other form of extra-contractual damages, as well as all legal fees and expenses relating thereto, which Liabilities arise out of, result from or relate to, any act, error or omission, whether or not intentional, negligent, fraudulent, in bad faith or otherwise (actual or alleged), arising out of, resulting from or relating to the Reinsured Policies, including, without limitation, (a) the form, sale, marketing, distribution, underwriting, production, issuance, cancellation or administration of the Reinsured Policies, (b) the investigation, defense, prosecution, trial, settlement (including the failure to settle) or handling of claims, benefits, or payments under the Reinsured Policies, or (c) the failure to pay or the delay in payment or errors in calculating or administering the payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Reinsured Policies. “Fair Market Value” means, as of any date of determination, (a) in the case of cash and cash equivalents, the face amount thereof; (b) in the case of securities listed on an exchange or in
- 4 - 1006464009v2 an over-the-counter market (other than securities that constitute cash equivalents as described in clause (a) above), the closing price on such exchange or market (or the average of the closing bid and asked prices if there is no closing price) plus all accrued but unpaid interest on such securities through the last Business Day preceding such date if such amount is not already reflected in such closing price (or such bid and asked price); and (c) in the case of any other asset, the fair market value or valuation thereof, including investment income due and accrued thereon, as determined in accordance with applicable SAP. “Final Balance Sheet” means the final form of the balance sheet of the Transferred Companies as of the Closing Date as finally determined by the parties to the Stock Purchase Agreement. “FMV Triggering Event” means any of the following occurrences: (a) the Reinsurer’s RBC Ratio as of any calendar quarter-end is below 250% and the Reinsurer has not cured such shortfall as of thirty (30) calendar days after the applicable Capital Reporting Deadline; (b) there has been a failure by the Reinsurer to pay any undisputed amounts due hereunder, or to fund the Trust Account to any undisputed required amount, and such breach has not been cured within thirty (30) calendar days after written notice thereof from the Ceding Company; or (c) an Insolvency Event with respect to the Reinsurer. “Governmental Entity” means any domestic or foreign court or governmental authority or agency or any self-regulatory body. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, including, without limitation, the amendments and associated regulations enacted and implemented pursuant to the Health Information Technology for Economic and Clinical Health Act. “Independent Accounting Firm” means PriceWaterhouse Coopers LLP, or if PriceWaterhouse Coopers LLP is unwilling or unable to serve, another accounting firm of national reputation, as mutually agreed by the parties. “Insolvency Event” means, with respect to any Party, such Party: (a) applies for, consents to or becomes the subject of an order with respect to, supervision by any insurance regulatory authority or the appointment of a receiver, rehabilitator, conservator or liquidator of its properties or assets; (b) is adjudicated as bankrupt or insolvent; (c) files or consents to the filing of a petition in bankruptcy, seeks reorganization to avoid insolvency, or an arrangement with creditors or makes formal application for any bankruptcy, dissolution, liquidation or similar law or statute; or (d) has been placed in liquidation, conservation, rehabilitation, supervision, receivership or similar proceedings (whether voluntary or involuntary). “Insolvency Fund Assessments” means assessments and similar charges with respect to the Reinsured Policies in connection with participation by the Ceding Company in any guaranty
- 5 - 1006464009v2 association established or governed by any state or other jurisdiction, arising on account of insolvencies, rehabilitations or similar proceedings occurring before, on or after the applicable Original Effective Time. “Insurance Regulator” means the insurance regulator of the Ceding Company Domiciliary State or the Reinsurer Domiciliary State, as applicable. “Interest Rate” means the average of the daily “prime rate” (expressed as a rate per annum) published in The Wall Street Journal for each of the days in the applicable period. “Investment Guidelines” means the Investment Guidelines set forth in Schedule E. “Legal Action” has the meaning set forth in Section 5.2(a). “Liabilities” means any liability, damage, expense, or obligation of any kind, character or description (including in respect of Taxes), whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, asserted or unasserted, executory, determined or determinable or otherwise. “Net Settlement” shall have the meaning set forth in Section 3.3(a). “New Insurance Policies” has the meaning set forth in Section 2.8(a). “Non-Guaranteed Elements” means cost of insurance charges, rider charges, loads and expense charges, credited interest rates, administrative expense risk charges, policy loans and any other policy features, elements or terms that are subject to change by or that are within the discretion of the Ceding Company under the Reinsured Policies. “Original Effective Time” means, with respect to each Reinsured Policy, the original effective time of the cession of such Reinsured Policy under the Original Reinsurance Agreements. “Original Reinsurance Agreements” has the meaning set forth in the recitals. “Party” shall have the meaning set forth in the preamble. “Person” means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization, Governmental Entity or other entity. “Personal Information” means any (i) personally identifiable information or data (including medical, financial and other personal information) concerning or relating to the policyholders, insureds, claimants, and beneficiaries of the Reinsured Policies, or (ii) any other personally identifiable financial or insurance information, including but not limited to “non- public personal information” as that term is defined in the Gramm-Leach-Bliley Act, as amended, and implementing regulations, 15 U.S.C. § 6809(4) or “protected health information” as defined in 45 C.F.R. § 160.103.
- 6 - 1006464009v2 “Premiums” means premiums, considerations, deposits, payments, policy fees, repayment of principal and interest on policy loans and similar amounts collected by or on behalf of the Ceding Company in respect of the Reinsured Policies and other amounts payable to the Ceding Company in respect of the Reinsured Policies. “Privacy and Security Laws” means any applicable data privacy, data security, or data protection law or regulations, including, without limitation, HIPAA. “Producer” means any producer, broker, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of the Ceding Company or any of its Affiliates, responsible for writing or producing any Reinsured Policies on behalf of the Ceding Company. “Producer Agreement” has the meaning set forth in Section 3.7. “RBC Ratio” means the percentage equal to (a) the quotient of the Total Adjusted Capital of the Reinsurer divided by the Company Action Level RBC, multiplied by (b) 100; provided, that in the event there is a material change in the factors and formulae prescribed by the insurance regulatory authority in the Reinsurer Domiciliary State with respect to the components of and methodologies contained in such calculation, the Parties shall amend this Agreement to incorporate an alternate calculation that is reasonably equivalent to the components of and methodologies contained in the calculation of the Reinsurer’s RBC Ratio in effect as of the Closing Date within thirty (30) calendar days after the implementation of such change; provided further, that any calculation of the RBC Ratio as of a date other than the last day of a calendar year shall be based on the Reinsurer’s good faith estimate using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization. “Recapture Date” has the meaning set forth in Section 9.3(a). “Recapture Triggering Event” means any of the following has occurred and is continuing: (a) the Reinsurer’s RBC Ratio as of any calendar quarter-end is below 175% and the Reinsurer has not cured such shortfall as of thirty (30) calendar days after the applicable Capital Reporting Deadline; (b) there has been a failure by the Reinsurer to pay any material undisputed amounts due to the Ceding Company hereunder, or to fund the Trust Account to any material undisputed required amount, and such failure has not been cured within thirty (30) calendar days after written notice thereof from the Ceding Company; (c) a Reserve Credit Event has occurred and the Reinsurer has not remedied such event in accordance with the timelines in Article VI; or (d) an Insolvency Event with respect to the Reinsurer. “Recoveries” has the meaning set forth in Section 3.2(a). “Regulatory Action” has the meaning set forth in Section 5.1(a).
- 7 - 1006464009v2 “Reinsured Liabilities” means the following Liabilities of the Ceding Company arising out of or resulting from the Reinsured Policies and not yet paid prior to the applicable Original Effective Time, but excluding Ceding Company Extra-Contractual Obligations: (a) all Liabilities for claims, benefits, claim expenses including litigation expenses, interest on claims or unearned premiums, amounts payable for returns or refunds of premium amounts and any other amounts payable under the terms of the Reinsured Policies; (b) all Liabilities arising out of changes to the terms and conditions of the Reinsured Policies permitted or required under Section 2.3; (c) all premium taxes attributable to Premiums collected at or after the applicable Original Effective Time, net of premium tax credits, deductions and offsets available to the Ceding Company arising out of Insolvency Fund Assessments; (d) all Insolvency Fund Assessments; (e) all commissions, expense allowances, other compensation, and other servicing and administration fees payable with respect to the Reinsured Policies to Producers and third-party administrators; and (f) all Reinsurer Extra-Contractual Obligations. “Reinsured Policies” means all life and annuity insurance policies and contacts reinsured under the Original Reinsurance Agreements, as described on Schedule B. “Reinsured Risks” shall have the meaning set forth in Section 2.1. “Reinsurer” has the meaning set forth in the preamble. “Reinsurer Domiciliary State” means the State of Illinois, or, if the Reinsurer changes its domiciliary state within the United States, such other state. “Reinsurer Extra-Contractual Obligations” means all Extra-Contractual Obligations other than the Ceding Company Extra-Contractual Obligations. “Required Balance” means, as of any date of determination, an amount equal to 103% of the Statutory Reserves as of such date of determination. “Reserve Credit” means full statutory financial statement credit for the reinsurance ceded to the Reinsurer under this Agreement in the Ceding Company’s Statutory Financial Statements required to be filed by the Ceding Company with the Governmental Entity charged with supervision of insurance companies in the Ceding Company Domiciliary State. “Reserve Credit Event” means the failure of the Ceding Company to receive Reserve Credit due to the failure of the Reinsurer (a) to remain licensed or accredited in the Ceding Company Domiciliary State or (b) to take all other actions so that the Ceding Company may obtain reserve credit within the time provided under and in accordance with Section 6.1. “SAP” means, with respect to either Party, the statutory accounting principles prescribed or permitted by the Insurance Regulator for the jurisdiction in which such insurance company is domiciled, consistently applied. “Security Funding Reporting Date” shall have the meaning set forth in Section 6.8(a). “Security Incident” shall have the meaning set forth in Section 6.8(a).
- 8 - 1006464009v2 “Service Standards” shall have the meaning set forth in Section 4.1(b). “Services” shall have the meaning set forth in Section 4.1(a). “Settlement Statement” shall have the meaning set forth in Section 3.3(a). “Statutory Book Value” means, with respect to any asset held in the Trust Account, the amount permitted to be carried by the Reinsurer as an admitted asset determined in accordance with SAP of the Reinsurer Domiciliary State, consistently applied, without regards to any permitted practice applicable to the Reinsurer. “Statutory Financial Statements” means, with respect to any Party, the annual and quarterly statutory financial statements of such Party filed with the Insurance Regulator for the jurisdiction of domicile of such Party to the extent such Party is required by Applicable Law to prepare and file such financial statements. “Statutory Reserves” means, as of any date of determination, the aggregate amount of reserves that would be required to be reflected on the 2020 NAIC Annual Statement Blank of the Ceding Company lines 1-4 on page 3 (or the equivalent line or lines in the event of changes to the NAIC Annual Statement Blank subsequent to December 31, 2020) with respect to the Reinsured Liabilities (without giving effect to this Agreement). “Stock Purchase Agreement” has the meaning set forth in the recitals. “Subcontractor” shall have the meaning set forth in Section 4.3. “Tax” means any and all federal, state, local, or foreign income, premium, property (real or personal), sales, excise, employment, payroll, withholding, gross receipts, license, severance, stamp, occupation, windfall profits, environmental, customs duties, capital stock, franchise, profits, social security (or similar, including FICA), unemployment, disability, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge, duty, fee (including the fees described in Section 9010 of the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, as amended by Section 1404 of the Health Care and Education Reconciliation Act of 2010, Pub. L. No. 111-152), assessment or deficiencies of any kind in the nature of (or similar to) taxes whatsoever, including in each case any interest, penalty, or addition thereto. “Terminal Settlement” has the meaning set forth in Section 9.4(a). “Terminal Settlement Date” has the meaning set forth in Section 9.3(b). “Terminal Settlement Statement” has the meaning set forth in Section 9.4(a). “Termination Date” has the meaning set forth in Section 9.3(b). “Termination Event” means any failure by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any receiver, liquidator, rehabilitator, conservator or similar Person of the Ceding Company) to pay any material amount
- 9 - 1006464009v2 due to the Reinsurer under this Agreement (including any Recoveries received by the Ceding Company and payable to the Reinsurer) and such failure has not been cured within thirty (30) calendar days after written notice thereof from the Reinsurer. “Third Party Administrators” has the meaning set forth in Section 4.1(a). “Total Adjusted Capital” means, as of any date of determination, total adjusted capital as calculated in accordance with the Applicable Laws of the Reinsurer Domiciliary State. “Transaction Agreements” mean this Agreement, and the following agreements to be entered into in connection with the Stock Purchase Agreement: the Interim Services Agreement, the Transition Services Agreement, the Indemnification and Hold Harmless Agreement (if to be entered into pursuant to Section 5.19 of the Stock Purchase Agreement), the PUA Amendment (if to be entered into pursuant to Section 5.14(b) of the Stock Purchase Agreement), the ADLLC Services Agreement (if to be entered into pursuant to Section 5.14(c) of the Stock Purchase Agreement), the AAC Administrative Services Agreement (if to be entered into pursuant to Section 5.14(d) of the Stock Purchase Agreement), the ALNY Administrative Services Agreement (if to be entered into pursuant to Section 5.14(d) of the Stock Purchase Agreement), the Amended and Restated AAC/ALIC Co/ModCo Agreement (if to be entered into pursuant to Section 5.28 of the Stock Purchase Agreement), the Intellectual Property Assignment Agreements, the Reinsurance and Restructuring Agreements, the CML Co-Lender Agreements and the Earn-Out Side Letter. “Transferred Companies” means each of (i) the Reinsurer, (ii) Allstate Assurance Company, (iii) ALIC Reinsurance Company, (iv) Allstate Settlement Corporation, (v) Allstate International Assignments, Ltd., (vi) Allstate Assignment Company, (vii) Allstate Distributors, and (viii) the other subsidiaries of the Reinsurer other than the following: Allstate Financial Advisors, LLC; Allstate Finance Company, LLC; ALINV Mosaic, LLC; Road Bay Investments, LLC; West Plaza RE Holdings, LLC; NBInv AF1, LLC; NBInv AF2, LLC; NBInv AF3, LLC; NBInv AF4, LLC; NBInv AF5, LLC; NBInv AF6, LLC; NBInv AF7, LLC; NBINV AF8, LLC; NBInv APAF1, LLC; NBInv Riverside Cars1, LLC; and NBInv Riverside Management, LLC. “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time. “Trust Account” means the trust account established by the Reinsurer for the benefit of the Ceding Company under the Trust Agreement. “Trust Agreement” means that certain Trust Agreement dated as of the date hereof by and among the Reinsurer, the Ceding Company and the Trustee, or any replacement Trust Agreement establishing a replacement Trust Account with another Trustee, in each case, in substantially the form attached as Exhibit II. “Trustee” means The Bank of New York Mellon, or another institution as mutually agreed by the Parties that (a) is a qualified United States financial institution as defined in 624.610(5)(b) of the Florida Insurance Code and (b) is not a parent, subsidiary or Affiliate of the Ceding Company or the Reinsurer.
- 10 - 1006464009v2 ARTICLE II. BASIS OF REINSURANCE AND BUSINESS REINSURED Section 2.1. Coverage. Upon the terms and subject to the conditions and other provisions of this Agreement, as of the applicable Original Effective Time, the Ceding Company hereby cedes to the Reinsurer, and the Reinsurer hereby agrees to indemnify the Ceding Company for, one hundred percent (100%) of the Reinsured Liabilities payable by the Ceding Company at or after the applicable Original Effective Time (the “Reinsured Risks”) on a coinsurance basis. The reinsurance effective under this Agreement shall be maintained in force, without reduction, unless such reinsurance is terminated or recaptured as provided herein. Section 2.2. Non-Guaranteed Elements. From and after the Closing Date, Non- Guaranteed Elements under the Reinsured Policies shall be established by the Ceding Company; provided that the Ceding Company shall give the Reinsurer at least forty-five (45) days prior written notice before a change to a Non-Guaranteed Element. The Reinsurer may, from time to time (including during the notice period specified above), make recommendations to the Ceding Company with respect to Non-Guaranteed Elements, including revisions to the planned change. The Ceding Company shall fully consider any such recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted, and shall not unreasonably reject or delay implementation of any such recommendations after such recommendations are provided in writing so long as such recommendations comply with and are consistent with the terms of the Reinsured Policies, Applicable Law and generally accepted actuarial standards of practice. The Ceding Company shall consult with the Reinsurer periodically on the setting of Non-Guaranteed Elements prior to making any material changes thereto. Section 2.3. Reinsured Policy Changes. Except (a) as directed or agreed to by the Reinsurer in advance in writing, (b) for any change initiated by the holder of such Reinsured Policy pursuant to the terms of such Reinsured Policy or (c) for any change mandated by Applicable Law or mandated by a Governmental Entity, on or after the Closing Date, in which case the Ceding Company shall consult with the Reinsurer as to any such change, the Ceding Company shall not change the terms of any Reinsured Policy. Section 2.4. Liability. The Reinsurer’s Liability under this Agreement shall attach simultaneously with that of the Ceding Company under the Reinsured Policies, and the Reinsurer’s Liability under this Agreement shall be subject in all respects to the same terms, rates and conditions of the Reinsured Policies as the Ceding Company and to the Premiums payable to the Ceding Company, and, subject to Section 2.3, to the same modifications, alterations and cancellations of the Reinsured Policies as the Ceding Company. Section 2.5. Indemnity Reinsurance. This Agreement is an indemnity coinsurance agreement solely between the Ceding Company and the Reinsurer, and the performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The Ceding Company shall be and shall remain the only party hereunder that is liable to any insured, Contractholder, claimant or beneficiary under any policy reinsured hereunder.
- 11 - 1006464009v2 Section 2.6. Territory. The territorial limits of this Agreement shall be identical with those of the Reinsured Policies. Section 2.7. Reinstatements. If any Reinsured Policy that has lapsed is subsequently reinstated in accordance with the terms of such Reinsured Policy or as required by Applicable Law prior to the termination of this Agreement, the reinsurance for such Reinsured Policy under this Agreement shall be reinstated automatically. The Ceding Company shall pay the Reinsurer all amounts received by the Ceding Company in connection with the reinstatement of such Reinsured Policy. Section 2.8. New Insurance Policies; Replacements. (a) Subject to the provisions of this Section 2.8 , the Ceding Company hereby authorizes and grants the Reinsurer the authority, from and after the Closing Date, to issue or renew, in the name of the Ceding Company, binders, endorsements, riders, policies, certificates and contracts of insurance that are (i) certificates that are required to be issued pursuant to the terms of a Reinsured Policy, (ii) issued pursuant to portability or conversion rights or other contractual rights of the Contractholder under a Reinsured Policy, (iii) renewals of guaranteed renewable Reinsured Policies, if any or (iv) otherwise required to be issued by the Ceding Company pursuant to the terms of the Reinsured Policies or under requirements of Applicable Law in respect of the Reinsured Policies (together, the “New Insurance Policies”). The Reinsurer shall have the right to make decisions with respect to the issuance, renewal, non- renewal, reinsurance, cancellation or termination of the New Insurance Policies, subject to compliance with Applicable Law and the terms and conditions of the related Reinsured Policies and this Agreement. (b) All New Insurance Policies shall be automatically ceded (effective immediately upon issuance thereof) by the Ceding Company and reinsured by the Reinsurer on a one hundred percent (100%) indemnity coinsurance basis in accordance with the terms hereof, subject to the receipt by the Reinsurer of any Premiums collected by the Ceding Company in respect thereof. (c) Any and all New Insurance Policies shall be (i) issued, renewed and reinsured in accordance with Applicable Law and the terms of the applicable Reinsured Policies and (ii) written on policy forms and using the rating plans in effect for the Ceding Company for such type of business at the Closing Date, except, in each case, for changes required by Applicable Law or as provided in this Section 2.8. In connection with the issuance of New Insurance Policies, the Reinsurer shall have the authority to make filings with applicable Governmental Entities, in the name and on behalf of the Ceding Company to (x) maintain the Ceding Company’s current rate and form filings; and (y) effect changes to the Ceding Company’s rates and policy forms to the extent such changes relate to the New Insurance Policies, provided the Reinsurer gives the Ceding Company written notice of the nature of such required change not less than ten (10) Business Days prior to the proposed effective date thereof to the extent possible under Applicable Law and the Ceding Company provides prior written consent to such changes (such consent not to be unreasonably withheld, conditioned or delayed). The Ceding Company shall cooperate with the Reinsurer in seeking approval of any reasonable filing made pursuant to this Section. The Reinsurer shall reimburse the Ceding Company for any reasonable and documented out-of-pocket costs associated with such cooperation.
- 12 - 1006464009v2 (d) Except as required by Applicable Law, the Ceding Company: (i) shall not, without the prior written consent of the Reinsurer, materially amend, modify or revise its standards, guidelines, procedures and practices relating to the issuance and renewal of the Reinsured Policies; and (ii) shall, at the Reinsurer’s request, reasonably cooperate with the Reinsurer in identifying and making available to the Reinsurer the form-filing files and related regulatory approvals of the Ceding Company with respect to the Reinsured Policies and all other information in the possession of the Ceding Company in respect of policy, rate, other regulatory and any other similar filings with any applicable Governmental Entities to the extent relating to the Reinsured Policies. (e) The authority granted to the Reinsurer under this Section 2.8 (i) shall terminate immediately without further action by any Person in the event that there has occurred an Insolvency Event with respect to the Reinsurer and (ii) may be terminated by the Ceding Company upon written notice to the Reinsurer upon the occurrence of any other FMV Triggering Event. (f) Except with the prior written consent of the Reinsurer, the Ceding Company shall not issue any renewal or replacement of a Reinsured Policy, except for the New Insurance Policies issued in accordance with the terms of this Agreement, and shall not, and shall cause each of its Affiliates and its and its Affiliates’ agents, brokers, Producers and distributors not to, directly or indirectly, solicit the Contractholders of or beneficiaries under the Reinsured Policy in connection with any Program of Internal Replacement. The term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company, any of its Affiliates or any of their respective agents, brokers, Producers or distributors to offer on a targeted basis to any or all of, or a class of, Contractholders or beneficiaries under the Reinsured Policies in which a Reinsured Policy, or a portion thereof, is exchanged for another policy or contract not reinsured under this Agreement which is written by the Ceding Company or any Affiliate thereof, their successors or assigns. Effective as of the Closing Date, the Ceding Company hereby sells, transfers, conveys and delivers to the Reinsurer, and the Reinsurer hereby purchases from the Ceding Company, all of the Ceding Company’s rights otherwise to renew or replace the Reinsured Policies, including all of (i) the Ceding Company’s rights, if any, to produce such Reinsured Policies, (ii) the expiration data relating to such Reinsured Policies, (iii) all books and records pertaining to such Reinsured Policies and the Contractholders thereunder, and (iv) the policyholder lists owned or used by the Ceding Company in connection with the Reinsured Policies. With respect to each expiring Reinsured Policy as to which the Ceding Company will not issue a replacement or renewal or replacement policy hereunder, the Reinsurer shall have the right, subject to Applicable Law, to solicit or to permit an Affiliate or non-affiliate third-party to solicit the Contractholders of such Reinsured Policies to replace such expiring Reinsured Policy. The Reinsurer shall be responsible for providing to each Contractholder or other Person entitled to receive notice of such expiration (including the Producers of such Reinsured Policies) written notice of non-renewal in a form reasonably acceptable to the Ceding Company. Such notice may inform the recipient of the availability of replacement insurance as contemplated hereby.
- 13 - 1006464009v2 ARTICLE III. PAYMENTS; ADDITIONAL CONSIDERATIONS Section 3.1. Initial Payments. The Parties agree and acknowledge that initial reserve transfers occurred under the Original Reinsurance Agreements and there will be no additional initial reinsurance premium or ceding commission due between the Parties as a result of entering into this Agreement except as provided in Section 3.2. Section 3.2. Additional Consideration. (a) As additional consideration for the Reinsurer entering into this Agreement, as of the Closing Date, the Reinsurer shall be entitled to, and the Ceding Company hereby sells, assigns, transfers and delivers to the Reinsurer, as premium hereunder one hundred percent (100%) of all (i) Premiums actually received or receivable at or after the applicable Original Effective Time by or on behalf of the Ceding Company with respect to the Reinsured Policies; (ii) without duplication, recoveries of the types listed below in clause (iii) that are reflected on the Final Balance Sheet as due from the Ceding Company to the Reinsurer under the Original Reinsurance Agreements and (iii) without duplication, the following recoveries received or receivable at or after the Closing Date by or on behalf of the Ceding Company with respect to the Reinsured Policies: (A) recoveries of assessments and similar charges paid at or after the Closing Date with respect to the Reinsured Policies in connection with participation by the Ceding Company or the Reinsurer, whether voluntary or involuntary, in any guaranty association established or governed by any state or other jurisdiction, arising on account of insolvencies, rehabilitation or similar proceedings; (B) recoveries, including litigation recoveries, relating to Reinsured Liabilities paid at or after the Closing Date; and (C) without duplication, all other payments, collections, releases of funds to the Ceding Company and recoveries relating to the Reinsured Liabilities paid at or after the Closing Date, including all premiums, payments, reimbursements, accounts receivables, prepaid expenses, prepaid commissions and interest or other amounts that the Ceding Company receives in connection with any reinstatement or reissuance of a Reinsured Policy or any conversion, exchange or replacement policy that is reinsured under this Agreement (the “Recoveries”). (b) The Reinsurer and its permitted assigns and delegates shall have the right in accordance with the terms hereof to collect all Recoveries and 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 such Recoveries. The Ceding Company agrees to execute and record all additional documents and take all other steps reasonably requested by the Reinsurer to effectuate such transfer to the Reinsurer, including reasonably cooperating with the Reinsurer, at the Reinsurer’s expense, in any litigation or other dispute resolution mechanism relating to such collection if necessary for such collection. Direct receipt by the Reinsurer or any of its Affiliates of any Recoveries shall satisfy the Ceding Company’s obligations to transfer any such amount to the Reinsurer hereunder. (c) The Parties acknowledge and agree that the Reinsurer shall be responsible for and has hereby assumed the financial risk of any uncollected or uncollectible Recoveries.
- 14 - 1006464009v2 (d) The Parties intend the Ceding Company’s assignment pursuant to Section 3.2(a) to be a present assignment of all of the Ceding Company’s rights, title and interest in the Recoveries and not an assignment as collateral. To the extent that the Ceding Company receives or recovers any Recoveries, the Ceding Company shall hold such amounts in trust for the benefit of the Reinsurer and shall immediately transfer and deliver such amounts to the Reinsurer, together with any endorsements required to effect the transfer and any pertinent information that the Ceding Company may have relating thereto. The Reinsurer is hereby authorized to endorse for payment to the Reinsurer any checks, drafts, money orders and other instruments pertaining to the Recoveries. Section 3.3. 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 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 Exhibit I shall be delivered by the Reinsurer to the Ceding Company not later than thirty (30) calendar days after the end of each Accounting Period. If the amount of the Net Settlement for an Accounting Period is positive, 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. If the amount of the Net Settlement for an Accounting Period is negative, the Ceding Company shall pay the absolute value of amount to the Reinsurer within five (5) Business Days of its receipt of the Settlement Statement for Quarterly Accounting Period. (b) The Net Settlement with respect to any Accounting Period for the reinsurance provided hereunder is equal to: (i) the Reinsured Liabilities actually paid by the Ceding Company during such Accounting Period, minus (ii) the Recoveries actually received by the Ceding Company during such 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 in respect of an Accounting Period prior to the completion of the relevant Net Settlement, 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 an Accounting Period prior to the completion of the relevant Net Settlement process, the amount of any such Recoveries received shall be excluded from the Net Settlement. Section 3.4. Reinsurer’s Security Interest. (a) The Parties intend the Ceding Company’s assignment of all Recoveries pursuant to Section 3.2 to be a present sale and assignment of all of the Ceding Company’s rights, title and interest of such Recoveries. However, to the extent that such assignment of the Recoveries pursuant to Section 3.2 is not recognized as a present sale and assignment, is not valid or is
- 15 - 1006464009v2 recharacterized as a pledge rather than a lawful conveyance of ownership to the Reinsurer, the Ceding Company hereby grants the Reinsurer a security interest in (i) all of the Ceding Company’s right, title and interest (legal, equitable or otherwise), if any, to all Recoveries and all proceeds of any and all of the foregoing and (ii) to the extent the Ceding Company is deemed to be the owner thereof, the Bank Accounts established by the Reinsurer in the name of the Ceding Company pursuant to Section 3.8 (collectively, the “Collateral”) to secure the Ceding Company’s obligations under this Agreement with respect to such Recoveries. All costs and expenses incurred in connection with obtaining a first priority security interest shall be borne by the Reinsurer. The Ceding Company shall not grant any security interest in any Collateral to any Person other than the Reinsurer. (b) This Section 3.4 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement and the express intent of the Parties, the Ceding Company retained ownership of, or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 3.4 be interpreted as such. (c) Nothing contained herein shall be construed to support the conclusion that the Ceding Company will retain any ownership of or any rights in the Collateral after the Closing Date or to support the conclusion that the Reinsurer will not acquire full ownership thereof as of the Closing Date. (d) The Ceding Company shall execute and deliver on or prior to the Closing Date, and the Reinsurer is authorized to execute and deliver, any and all financing statements reasonably requested and prepared by the Reinsurer in order to perfect the Reinsurer’s title and security interest under Article 9 of the UCC to any and all Recoveries and all other Collateral. From and after the Closing Date, the Ceding Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first priority perfected security interest. (e) Upon the failure of the Ceding Company to remit any Recoveries to the Reinsurer in accordance with the terms of this Agreement, which failure remains uncured ten (10) calendar days after written notice thereof is received by the Ceding Company, the Reinsurer shall have, in addition to all other rights under this Agreement or under Applicable Law, the following rights: (i) the right to set off; (ii) the right to intercept and retain moneys and property in any Bank Account set up for the receipt of Recoveries; (iii) without giving rise to any right of double recovery under this Section, the right to reasonable attorney’s fees incurred in connection with the enforcement of this Agreement or in connection with the disposition of the Collateral; and (iv) the right to dispose of the Collateral. Section 3.5. Defenses. The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties hereto that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.
- 16 - 1006464009v2 Section 3.6. Offset. Except as otherwise provided under Applicable Law, any undisputed debits or credits incurred in favor of or against either the Ceding Company or the Reinsurer under or with respect to this Agreement are deemed mutual debits or credits and may be set off, and only the net balance shall be allowed or paid, regardless of any insolvency, rehabilitation, conservatorship or comparable proceeding by or against the Ceding Company or the Reinsurer. Such right shall apply to the full extent permitted under the laws of the state of domicile of the insolvent party. Notwithstanding anything to the contrary in this Agreement, each Party acknowledges and agrees that it shall have no right hereunder or pursuant to Applicable Law to offset any amounts due or owing (or to become due or owing) to the other Party under this Agreement against any amounts due or owing by such other Party or any of its Affiliates under any other agreement, contract or understanding. Section 3.7. Producers. The Ceding Company shall not terminate, modify or amend, or waive any of its rights under, any agreement between it or any of its Affiliates, on the one hand, and any Producer, on the other hand, who has solicited, marketed or sold any of the Reinsured Policies (a “Producer Agreement”), except to the extent unrelated to the Reinsured Policies or with the Reinsurer’s prior written consent or at the Reinsurer’s instruction. The Ceding Company shall act at the Reinsurer’s written direction and expense to exercise all rights of the Ceding Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate any payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Ceding Company hereby transfers and assigns to the Reinsurer all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies. The Reinsurer shall be responsible for processing and paying with its own funds any payments due to Producers in respect of the Reinsured Policies and performing any other obligations of the Ceding Company under the Producer Agreements to the extent related to the Reinsured Policies. Section 3.8. Bank Accounts. The Reinsurer shall be entitled to open and maintain one or more accounts with banking institutions in the name of the Ceding Company with respect to the Reinsured Policies (the “Bank Accounts”). The Reinsurer shall have the exclusive authority over the Bank Accounts including, without limitation, the exclusive authority to (a) open Bank Accounts in the name of the Ceding Company, (b) designate the authorized signatories on the Bank Accounts, (c) issue drafts on and make deposits in the Bank Accounts in the name of the Ceding Company, (d) make withdrawals from the Bank Accounts and (e) enter into agreements with respect to the Bank Accounts on behalf of the Ceding Company; provided, that in no event shall the Ceding Company be responsible for any fees, overdraft charges or other payments, liabilities or obligations with respect to any such Bank Accounts or be obligated to provide funding for the Bank Accounts. The Ceding Company shall do all things reasonably necessary at the Reinsurer’s expense to enable the Reinsurer to open and maintain the Bank Accounts including, without limitation, executing and delivering such depository resolutions and other documents as may be requested from time to time by the banking institutions. The Ceding Company agrees that it shall not be entitled to (i) have any authorized signatories to the Bank Accounts or (ii) have any access to the funds in the Bank Accounts. The Ceding Company further agrees that, without the Reinsurer’s prior written consent it shall not make any changes to the authorized signatories on the Bank Accounts nor attempt to withdraw any funds therefrom.
- 17 - 1006464009v2 ARTICLE IV. ADMINISTRATION OF THE REINSURED POLICIES Section 4.1. Administration. (a) Except for the reporting services separately provided in accordance with Section 4.4, the Reinsurer shall, in accordance with the terms of this Agreement and except to the extent prohibited under Applicable Law, provide all services that are required, necessary or appropriate for the administration, handling and performance of the Reinsured Policies and any other services that are reasonably required or necessary in connection with the administration of the Reinsured Policies (collectively, the “Services”), including: (i) billing and processing of payments, withdrawals, surrenders and policy loans; (ii) handling, settlement and payment of claims using its own funds; (iii) maintaining call centers and providing customer service and receiving, logging, investigating and responding to complaints in respect of the Reinsured Policies; (iv) preparing and/or mailing all necessary, required or appropriate statements, notices, and other communications to holders of the Reinsured Policies; (v) making any necessary form and rate filings with Governmental Entities in connection with changes in the rates and forms for the Reinsured Policies; (vi) defending any Action relating to, arising under, or in connection with the Reinsured Policies or any other services provided by the Reinsurer hereunder; (vii) administering the Producer Agreements pursuant to Section 3.7; (viii) management and oversight of all third party administrators providing services in respect of the Reinsured Policies (“Third Party Administrators”), including those third party administrators that are providing such services on behalf of the Ceding Company as of the Closing; and (ix) the administration of any services agreements between the Ceding Company and any Third Party Administrator, including processing and paying with its own funds any payments due to Third Party Administrators in respect of the Reinsured Policies and performing any other obligations of the Ceding Company under such agreements to the extent related to the Reinsured Policies. (b) The Reinsurer shall perform the Services (i) in compliance with the terms of this Agreement and the terms of the Reinsured Policies and Producer Agreements, as applicable, (ii)
- 18 - 1006464009v2 in compliance with Applicable Law, (iii) in good faith with the skill, expertise and diligence that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances, and (iv) subject to the foregoing, with substantially the same priority, and in a manner materially consistent with the skill, diligence and expertise the Reinsurer applies in providing similar services in respect of its own business, to the extent applicable (the “Service Standards”). Section 4.2. Power of Attorney. Subject to the terms and conditions set forth herein, the Ceding Company hereby appoints and names the Reinsurer, acting through its authorized officers and employees, as the Ceding Company’s exclusive lawful attorney-in-fact, from and after the Closing Date, (a) to do any and all lawful acts that the Ceding Company might have done with respect to the Reinsured Policies, and (b) to proceed by all lawful means (i) to perform any and all of the Ceding Company’s obligations with respect to the Reinsured Policies, (ii) subject to the limitations set forth in Article V, to enforce any right and defend (in the name of the Ceding Company, when necessary) against any Liability arising from or relating to the Reinsured Policies, (iii) to enforce any right and defend (in the name of the Ceding Company, when necessary) any Action arising from or relating to the Reinsured Policies, including initiating such Actions to enforce any right relating to the Reinsured Policies, (iv) to collect any and all Recoveries and other sums due or payable in respect of the Reinsured Policies, (v) to sign (in the Ceding Company’s name, when necessary) vouchers, receipts, releases and other papers in connection with any of the foregoing matters, (vi) to take actions necessary, as may be reasonably determined by the Reinsurer, to maintain the Reinsured Policies in compliance with Applicable Law; (vii) to make rate and form filings to the extent permitted under Section 2.8(c); and (viii) to do everything lawful in connection with the satisfaction of the Reinsurer’s obligations and the exercise of its rights under this Agreement, but in all cases only to the extent of the rights and authority granted to the Reinsurer pursuant to this Agreement and in accordance with the terms hereof. In order to assist the Reinsurer in the performance of the Services hereunder, as reasonably requested by the Reinsurer in writing from time to time, the Ceding Company shall execute and deliver to the Reinsurer written powers of attorney or other documents that are necessary or appropriate for the Reinsurer to carry out the objectives of this Article IV, including delivering to the Reinsurer evidence of its appointment of the Reinsurer as its attorney-in-fact with respect to all matters required, necessary or appropriate to administer the Reinsured Policies. Section 4.3. Subcontracting. The Reinsurer may subcontract for the performance of any Services at the Reinsurer’s sole cost and expense to an Affiliate of the Reinsurer or any Person that performs similar Services with respect to similar insurance business of the Reinsurer or its Affiliates retained for its own account or, with the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, conditioned or delayed, to another third party (in each case a “Subcontractor”); provided that (a) any such Subcontractor shall be duly licensed to the extent required under Applicable Law so as to permit the performance of the Services that such Subcontractor will perform in compliance with Applicable Law, and (b) no such subcontracting shall relieve the Reinsurer from any of its obligations or liabilities hereunder, and the Reinsurer shall remain responsible for all obligations, liabilities, actions and omissions of any such Subcontractor with regard to providing such service or services as if provided by the Reinsurer; provided, further, that notwithstanding anything to the contrary in this
- 19 - 1006464009v2 Section 4.3, the Reinsurer may subcontract for the performance of any Services to ALIC Seller or an Affiliate of ALIC Seller pursuant to the Transition Services Agreement. Section 4.4. Reporting. (a) From and after the Closing Date, the Reinsurer shall provide data and any reports reasonably requested by the Ceding Company in connection with the Reinsured Policies to enable the Ceding Company to comply with Applicable Law, including, without limitation, all statutory insurance reporting, state regulatory reporting and tax reporting requirements and any current or future informational reporting or other requirements imposed by any Governmental Entity, other than such reporting requirements that are required because the Ceding Company or any of its Affiliates are subject to non-U.S. legal or regulatory requirements or standards. Without limiting the generality of the foregoing, the Reinsurer shall prepare and provide to the Ceding Company the reports set forth on Schedule C at the times specified therein with respect to the Reinsured Policies. (a) For each calendar quarter that the Statutory Reserves are equal to or greater than $10 million as of the last day of such calendar quarter, the Reinsurer shall provide to the Ceding Company, by the relevant Capital Reporting Deadline, a calculation of the RBC Ratio of the Reinsurer as of the last day of such calendar quarter, (i) based on the Reinsurer’s good faith estimate as of the last day of such calendar quarter (other the last quarter of a calendar year), using, to the extent any factors are not reasonably available, amounts based on reasonable estimation and annualization or (ii) calculated by the Reinsurer as of the last day of such calendar year, as applicable. In addition, if the RBC Ratio as of any quarter-end is below 250% and has been cured, the Reinsurer shall provide to the Ceding Company evidence that such shortfall has been cured by the relevant Capital Reporting Deadline. Each such calculation shall include reasonable supporting detail with respect to such calculation. (b) Upon reasonable notice, each Party shall from time to time furnish to the other such other information related to the Reinsured Policies as may be reasonably required by such other Party for regulatory, tax or similar purposes and reasonably available to it, and such information shall be prepared and delivered on a timely basis in order for the receiving Party to comply with any filing deadlines required by Applicable Law or by contract. ARTICLE V. REGULATORY AND LEGAL ACTIONS Section 5.1. Regulatory Actions. (a) Each Party shall promptly notify the other Party promptly upon receiving notice, or otherwise becoming aware, of any examination, inquiry or Action initiated by a Governmental Entity related to the Reinsured Policies (each, a “Regulatory Action”), and furnish to the other Party copies of all pleadings and correspondence from the Governmental Entity initiating such Action. Except as otherwise set forth in this Section 5.1, the Reinsurer shall supervise and control the defense and/or settlement of all Regulatory Actions at its own cost and expense and in the name of the Ceding Company when necessary; provided that the Ceding Company shall retain the ultimate authority to make decisions regarding the defense of Regulatory Actions. The
- 20 - 1006464009v2 Reinsurer shall provide to the Ceding Company a copy of any proposed response to a Governmental Entity for the Ceding Company’s prior review and approval (which approval shall not be unreasonably withheld, conditioned or delayed), and the Reinsurer shall incorporate any reasonable comments provided by the Ceding Company to the Reinsurer with respect to such matters. (b) The Reinsurer shall not settle or compromise any Regulatory Action without the Ceding Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Ceding Company, upon written notice to the Reinsurer and at its sole cost and expense, shall have the right at any time to supervise and control the response, defense, settlement or other resolution of any Regulatory Action that (i) seeks an injunction or other equitable relief against the Ceding Company or any of its Affiliates, or (ii) if successful, would reasonably be expected to (A) materially interfere with the business, financial condition or results of operations of the Ceding Company, in each case, with respect to business of the Ceding Company other than the business reinsured by the Reinsurer under this Agreement or (B) cause significant harm to the reputation or relationships with regulators of the Ceding Company or its Affiliates; provided that (i) the Ceding Company shall provide to the Reinsurer for its prior review and comment a copy of any proposed response to a Governmental Entity or proposed settlement of a Regulatory Action and consider in good faith any reasonable recommendations of the Reinsurer that are provided to the Ceding Company and (ii) the Reinsurer shall have the right to engage its own separate legal representation and to participate fully in, but not control, any such defense, settlement, or compromise assumed by the Ceding Company. The Ceding Company shall not settle or compromise any Regulatory Action without the prior written consent of the Reinsurer (such consent not to be unreasonably withheld, conditioned or delayed) and the Ceding Company shall be responsible for any Extra-Contractual Obligations resulting from the Ceding Company’s control thereof. In addition, the Ceding Company shall keep the Reinsurer reasonably informed of the progress of all such Regulatory Actions. (c) The Reinsurer shall keep the Ceding Company informed of the progress of any Regulatory Actions that the Reinsurer controls hereunder on a timely basis. At the Ceding Company’s reasonable request, the Reinsurer shall provide the Ceding Company with a report of any pending Regulatory Actions covered under this Section 5.1, summarizing the nature of any such pending Regulatory Actions, the alleged actions or omissions, if any, giving rise to such Regulatory Actions and copies of any files or other documents that the Ceding Company may reasonably request in connection with its review of such matters, other than such files, documents and other information as would, in the judgment of counsel to the Reinsurer, lead to the loss or waiver of legal privilege. Section 5.2. Legal Actions. (a) Each Party shall promptly notify the other Party promptly upon receiving notice, or otherwise becoming aware, of any litigation, arbitration or other Action (other than a Regulatory Action) relating to the Reinsured Policies (each, a “Legal Action”), and furnish to the other Party copies of all pleadings and correspondence in connection therewith. Except as otherwise set forth in this Section 5.2, the Reinsurer shall supervise and control the defense and/or settlement of all Legal Actions at its own cost and expense and in the name of the Ceding Company when necessary. The Reinsurer shall provide the Ceding Company a copy of any
- 21 - 1006464009v2 proposed response to any Legal Action to which the Ceding Company is a party for the Ceding Company’s prior review and comment and shall take into account any reasonable recommendations of the Ceding Company that are provided to the Reinsurer in a timely manner with respect to such matters. (b) The Reinsurer shall not settle or compromise any Legal Action without the Ceding Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of Applicable Law by the Ceding Company or any of its Affiliates, (ii) the sole relief provided is monetary damages that are paid in full by the Reinsurer and (iii) the settlement does not contain any restriction or condition that would apply to or adversely affect the Ceding Company or its Affiliates or the conduct of business by the Ceding Company and its Affiliates (other than in respect of the Reinsured Policies). (c) The Ceding Company, upon written notice to the Reinsurer and at its sole cost and expense, shall have the right at any time to assume sole and exclusive control over the response, defense, settlement or other resolution of any Legal Action if such Legal Action (i) seeks an injunction or other equitable relief against the Ceding Company or any of its Affiliates other than with respect to the Reinsured Policies or (ii) would, if successful, reasonably be expected to have a material adverse effect on the business, assets, liabilities, obligations, financial condition or results of operations of the Ceding Company or any of its Affiliates; provided that (A) the Ceding Company shall provide to the Reinsurer for its prior review and comment a copy of any proposed response to any Legal Action and shall fully consider and not unreasonably reject any such comments provided by the Reinsurer thereon; and (B) the Reinsurer shall have the right to engage its own separate legal representation and to participate fully in, but not control the defense of such Legal Action. The Ceding Company shall not settle or compromise any such Legal Action without the Reinsurer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless (i) there is no liability of the Reinsurer hereunder resulting from the Ceding Company’s control thereof (or such liability is paid in full by the Ceding Company) and (ii) the settlement does not encumber any of the assets of the Reinsurer or its Affiliates or contain any restriction or condition that would apply to or adversely affect the Reinsurer or its Affiliates or the conduct of business by the Reinsurer and its Affiliates, other than any such restriction or condition that is a requirement of Applicable Law. The Ceding Company shall be responsible for any Extra-Contractual Obligations resulting from the Ceding Company’s control of any Legal Action. (d) Each Party shall keep the other Party fully informed of the progress of any pending Legal Actions that such Party controls hereunder on a timely basis and, at the other Party’s reasonable request, provide to the other Party a report summarizing the nature of any such pending Legal Action, the alleged actions or omissions, if any, giving rise to such Legal Action and copies of any files or other documents that the other Party may reasonably request in connection with its review of such matters, in each case other than such files, documents and other information as would, in the judgment of counsel to such Party controlling the Legal Action, lead to the loss or waiver of legal privilege. Section 5.3. Cooperation. Each Party hereto shall cooperate with and assist the controlling Party in responding to, defending, prosecuting and settling any examination, inquiry
- 22 - 1006464009v2 or Action under this ARTICLE V V; provided, that neither Party shall be required to waive any applicable attorney-client, attorney work product or other evidentiary privileges. Notwithstanding anything to the contrary contained in this Agreement, except (a) for interpleader Actions or counterclaims or (b) to otherwise enforce all rights at law or in equity or other good faith claims of the Ceding Company in respect of the Reinsured Policies, in each case of (a) or (b), that are instituted by the Reinsurer in the name of the Ceding Company, neither the Ceding Company nor the Reinsurer shall have the authority to institute, prosecute or maintain any legal or regulatory proceeding on behalf of the other Party without the prior written consent of such other Party, except as expressly contemplated in this Agreement. Section 5.4. Applicability of the Stock Purchase Agreement and Transaction Agreements. Nothing contained in this Agreement is intended to amend or supersede any provision of the Stock Purchase Agreement or any other Transaction Agreement, and no term in this Agreement is intended to waive any rights with respect to indemnification, including any rights of Buyer to recover for Reinsured Liabilities that are indemnifiable losses under the Stock Purchase Agreement, or procedures with respect to any claim for indemnification, that any Party hereto may have under the terms of the Stock Purchase Agreement or any other Transaction Agreement. In the event of any conflict between the terms of this Agreement and the Stock Purchase Agreement with respect to indemnification, or procedures with respect to any claim for indemnification, the terms of the Stock Purchase Agreement shall control. ARTICLE VI. SECURITY Section 6.1. Licenses; Reserve Credit. At all times during the term of this Agreement, the Reinsurer shall (a) use its reasonable best efforts to hold and maintain its license or accreditation in the Ceding Company Domiciliary State and (b) if the Reinsurer fails to maintain its license or accreditation in the Ceding Company Domiciliary State, take all other actions so that the Ceding Company may receive Reserve Credit (including, at the Reinsurer’s option, the posting of letters of credit, establishing a credit for reinsurance trust or other acceptable security as are necessary so as to permit the Ceding Company to obtain Reserve Credit). The Reinsurer shall promptly notify the Ceding Company of any event or change in its licensing or accreditation in the Ceding Company Domiciliary State or other condition that would be reasonably likely to result or has resulted in any loss of, or impairment to, Reserve Credit. Should any such event or change occur, the Reinsurer shall take all steps necessary so as to permit the Ceding Company to obtain Reserve Credit no later than the fifth (5th) Business Day prior to the end of the calendar quarter during which such event occurred. In addition, in furtherance of the performance of the Reinsurer’s obligations under this Section 6.1, upon any loss of, or impairment to, Reserve Credit, the Ceding Company and the Reinsurer agree to amend this Agreement, the Trust Agreement or any other Transaction Agreement or execute such additional documents as reasonably needed to comply with the credit for reinsurance laws and regulations to ensure continued Reserve Credit in the Ceding Company Domiciliary State. Notwithstanding anything contained in this Section 6.1 to the contrary, in the event that (i) there is a repeal of or amendment or other modification to the provisions of the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) that would authorize a Governmental Entity in any jurisdiction of the United States where the Ceding Company is
- 23 - 1006464009v2 licensed to transact business (other than the State of New York) to apply the applicable rules for credit for reinsurance in such jurisdiction to the Ceding Company and (ii) the Ceding Company reasonably determines following consultation with the Reinsurer that it is obligated under Applicable Law to comply with such rules in order to receive statutory financial statement credit in any such jurisdiction, then this Section 6.1 shall automatically be deemed to be amended without any action by the parties hereto to require that the Reinsurer shall take all steps necessary so as to enable the Ceding Company to obtain full statutory financial statement credit for the reinsurance provided by this Agreement in any such jurisdiction in addition to, and to the same extent as, the Ceding Company Domiciliary State, to the extent such credit is not otherwise available under Applicable Law. Section 6.2. Security. (a) On or prior to the Closing Date, the Reinsurer and the Ceding Company shall execute and deliver the Trust Agreement, and the Reinsurer, as grantor, shall establish and shall maintain, at its sole cost and expense, the Trust Account with the Trustee, naming the Ceding Company as sole beneficiary thereof to secure the Reinsurer’s obligations hereunder in accordance with the terms of this Agreement and the Trust Agreement until such time as a Trust Account is no longer required pursuant to Section 6.10. Concurrently with the execution of this Agreement, on the Closing Date, the Reinsurer shall deposit into the Trust Account Eligible Assets with a Statutory Book Value equal to the Reinsurer’s good faith estimate of the Required Balance as of the Closing Date. (b) The Reinsurer shall not, and shall direct that the Trustee shall not, grant or cause or permit to be created or granted in favor of any third person, other than the Ceding Company and the Trustee, any security interest whatsoever in any of the assets in the Trust Account. Section 6.3. Trust Account and Settlements. The Trustee shall hold assets in the Trust Account pursuant to the terms of the Trust Agreement. All settlements of account under this Agreement between the Ceding Company and the Reinsurer shall be made in United States dollars in cash or its equivalent. Section 6.4. Eligible Assets. The assets that may be held in the Trust Account shall consist only of Eligible Assets. Following the Closing Date, the Reinsurer shall, in accordance with Section 6.8, provide to Ceding Company a quarterly report listing each asset in the Trust Account and the Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant calendar quarter and certify that each such asset is an Eligible Asset. If at any time there are assets in the Trust Account that are not Eligible Assets, the Reinsurer will not be deemed to have breached this Section if such assets are replaced with Eligible Assets within ten (10) Business Days of such assets becoming non-Eligible Assets. Section 6.5. Deposit of Assets. Prior to depositing assets in the Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the Trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity.
- 24 - 1006464009v2 Section 6.6. Modification Following a FMV Triggering Event. The Parties acknowledge and agree that, upon the occurrence, and during the continuation, of a FMV Triggering Event, certain provisions of this Agreement and the Trust Agreement shall cease to be effective, and other provisions shall automatically be effective, as described herein and in the Trust Agreement. Provisions of this Agreement that will automatically become modified upon the occurrence of a FMV Triggering Event are as follows: (a) the assets constituting Eligible Assets shall be modified as set forth in Section 6.4; (b) the valuation of Eligible Assets in the Trust Account shall be modified from Statutory Book Value to Fair Market Value; (c) Section 6.7(a) governing the use and application of assets in the Trust Account by the Ceding Company prior to a FMV Triggering Event shall not apply, and (d) Section 6.7(b) governing the use and application of assets in the Trust Account following the occurrence of a FMV Triggering Event by the Ceding Company shall apply. In addition, as soon as is practicable, but not more than five (5) Business Days following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event the Reinsurer shall (i) substitute any assets in the Trust Account that are not Eligible Assets for assets which are Eligible Assets, and (ii) deposit additional assets consisting of Eligible Assets in the Trust Account sufficient to ensure that the aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of the last day of the immediately prior calendar quarter end. Section 6.7. Withdrawal of Assets from the Trust Account. (a) Prior to a FMV Triggering Event. So long as no FMV Triggering Event has occurred, the Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company (or any successor by operation of law of the Ceding Company, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) without diminution because of any insolvency, rehabilitation, conservatorship or comparable proceeding (an “Insolvency”) on the part of the Ceding Company or Reinsurer, in accordance with the terms of the Trust Agreement, and only in order to pay or reimburse the Ceding Company for any undisputed amounts due from the Reinsurer under this Agreement and not yet recovered from the Reinsurer, including any Reinsured Risks, Terminal Settlement, or other amounts due under this Agreement, which amounts have not been paid by the Reinsurer when due under this Agreement, which amounts have not been paid by the Reinsurer within ten (10) Business Days following its receipt of a specific notice thereof. The amount of any such withdrawal in excess of amounts then due to the Ceding Company hereunder shall be deemed maintained in trust for the benefit of Reinsurer and promptly returned to the Trust Account, along with interest on such amounts at the Interest Rate for the period that such amounts are held by the Ceding Company. (b) Following a FMV Triggering Event. Following the occurrence, and during the continuation, of a FMV Triggering Event, the Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company, or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or Reinsurer, at any time without notice or consent from the Reinsurer but only for one or more of the following purposes:
- 25 - 1006464009v2 (i) to pay or reimburse the Ceding Company for (A) the Reinsurer’s share under this Agreement of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Reinsured Policies reinsured hereunder because of cancellations of the Reinsured Policies, and (B) the Reinsurer’s share under this Agreement of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under the terms and provisions of the Reinsured Policies reinsured hereunder; (ii) to pay to the Reinsurer amounts held in the Trust Account in excess of the amount necessary to secure the credit or reduction from liability for reinsurance ceded by the Ceding Company hereunder; or (iii) where the Ceding Company has received notification of termination of the Trust Account and where the Reinsurer’s entire obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to the termination date, to withdraw amounts equal to the Reinsurer’s share of liabilities for Reinsured Policies reinsured hereunder, to the extent that the liabilities have not yet been funded by the Reinsurer, and deposit those amounts in a separate account, in the name of the Ceding Company in any qualified United States financial institution as defined in 624.610(5)(b) of the Florida Insurance Code apart from its general assets, in trust for the uses and purposes specified in (i) and (ii) above as may remain executory after withdrawal and for any period after the termination date. The Ceding Company shall return (or instruct the Trustee to return) to the Trust Account or to the Reinsurer within five (5) Business Days of withdrawal, assets withdrawn in excess of all amounts required under Sections 6.7(b)(i), (ii) and (iii). The Ceding Company shall pay to the Reinsurer interest on such excess withdrawn amounts under Section 6.7(b)(iii) at the Interest Rate for the period that such assets are held by the Ceding Company. Any such excess amount shall at all times be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and be maintained in a segregated account, separate and apart from any assets of the Ceding Company for the sole purpose of funding the payments and reimbursements described in paragraphs (i) and (ii) of Section 6.7(b). Section 6.8. Adjustment of Security and Withdrawals. (a) The amount of security required to be provided by Reinsurer hereunder shall be adjusted following the end of each calendar quarter after the date hereof based on (i) the Required Balance as of the end of such calendar quarter calculated by the Reinsurer and furnished to the Ceding Company in a report no later than forty-five (45) days following the end of such calendar quarter (the “Security Funding Reporting Date”) and (ii) the Statutory Book Value or Fair Market Value, as applicable, of Eligible Assets as of the end of such calendar quarter as furnished by the Reinsurer to the Ceding Company in a report no later than the Security Funding Reporting Date. The amount of security held in the Trust Account shall be adjusted as follows:
- 26 - 1006464009v2 (i) Prior to the occurrence of a FMV Triggering Event: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of such calendar quarter is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under Section 6.8(a), then Reinsurer shall, no later than seven (7) Business Days following the Security Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of such calendar quarter exceeds the Required Balance, calculated based on the most recent report delivered by the Reinsurer under Section 6.8(a), then Reinsurer shall have the right to withdraw such excess in accordance with the terms of the Trust Agreement; provided that the ratio of the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account to the aggregate Fair Market Value of such assets will not increase as a result of such withdrawal other than de minimis increases associated with the removal of cash or cash equivalents. (ii) Following the occurrence, and during the continuation, of a FMV Triggering Event: (1) If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of such calendar quarter is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under Section 6.8(a), then Reinsurer shall, no later than seven (7) Business Days following the Security Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than the Required Balance. (2) If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of such calendar quarter exceeds the Required Balance, calculated based on the most recent report delivered by the Reinsurer under Section 6.8(a), then the Reinsurer shall have the right to withdraw such excess upon the prior written consent of the Ceding Company, which such consent shall not be unreasonably withheld, conditioned or delayed; provided that, immediately after giving effect to such withdrawals, the Trust Account will contain Eligible Assets having an aggregate Fair Market Value equal to at least the Required Balance.
- 27 - 1006464009v2 (b) The report required to be delivered by the Reinsurer as described in Section 6.8(a) shall include a listing of each asset in the Trust Account and the Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Accounting Period and indicate if any such asset is not an Eligible Asset. In the event that the Ceding Company disagrees with the calculation of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset is an Eligible Asset as set forth in such report, the Ceding Company may deliver written notice to the Reinsurer of such disagreement within forty five (45) calendar days of receipt of such report and the Parties shall attempt in good faith to resolve such disagreement. Any resolution 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 Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within ten (10) Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, the Parties shall jointly request the Independent Accounting Firm to determine the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset as of the relevant date. The Independent Accounting Firm’s determination of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. Each Party shall pay one-half of the Independent Accounting Firm’s fees, costs and expenses associated with the Independent Accounting Firm’s determination. After a final and binding resolution of any dispute described in this Section 6.8(b) is reached, the Parties agree to make any necessary adjustments under Section 6.6(a) so that (i) absent the occurrence of a FMV Triggering Event, the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance, or (ii) following the occurrence of a FMV Triggering Event, the aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than the Required Balance. Section 6.9. Substitutions. (a) Other than during the continuation of a FMV Triggering Event, from time to time, without the written consent of, or notice to, the Beneficiary, the Reinsurer or its designated Investment Manager (as defined in the Trust Agreement), may direct the Trustee to substitute all or any part of the assets contained in the Trust Account, provided that at the time of such substitution and after giving effect to such substitution, the withdrawn assets are replaced with other Eligible Assets having a Statutory Book Value at least equal to the Statutory Book Value of the substituted assets so as to maintain at all times Eligible Assets in the Trust Account not less than the Required Balance and the ratio of the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account to the aggregate Fair Market Value of such assets will not increase as a result of such substitution other than de minimis increases associated with the removal of cash or cash equivalents. (b) Following the occurrence, and during the continuation, of a FMV Triggering Event, from time to time, with the written consent of the Ceding Company (which consent shall not be unreasonably withheld, conditioned or delayed), the Reinsurer or its designated Investment Manager (as defined in the Trust Agreement) may direct the Trustee to substitute all or any part of the assets in the Trust Account , provided that at the time of such substitution and after giving effect to such substitution, the substituted assets are replaced with other Eligible
- 28 - 1006464009v2 Assets having a Fair Market Value at least equal to the Fair Market Value of the substituted assets so as to maintain at all times Eligible Assets in the Trust Account not less than the Required Balance. Section 6.10. Termination of Trust Account. Notwithstanding anything to the contrary herein, prior to a FMV Triggering Event, if at any time the report required to be delivered by the Reinsurer as described in Section 6.8(a) demonstrates that the Required Balance is less than or equal to $10 million, then (a) the Reinsurer and the Ceding Company shall promptly deliver a notice of termination of the Trust Account to the Trustee in accordance with the Trust Agreement and (b) the Reinsurer shall have no further obligation to maintain any asset in the Trust Account pursuant to this Agreement. Section 6.11. Cure of FMV Triggering Event. On any day following the occurrence of a FMV Triggering Event on which a FMV Triggering Event exists, the Reinsurer shall have the right, but not the obligation, to deliver to the Ceding Company written notice (a) certifying that no FMV Triggering Event is occurring as of the date thereof and (b) providing documentation that reasonably supports such certification. In the event that the Ceding Company is reasonably satisfied upon receipt of such notice that no FMV Triggering Event is continuing as of the date thereof, the Ceding Company shall notify the Trustee within five (5) Business Days of receipt of such notice from the Reinsurer that the FMV Triggering Event is no longer in force, such delivery of notice to the Trustee by the Ceding Company not to be unreasonably withheld, conditioned or delayed. Immediately following the delivery of such notice to the Trustee and until the occurrence of a subsequent FMV Triggering Event, the Reinsurer and the Ceding Company hereby agree to apply the terms and conditions of this Agreement as if the applicable FMV Triggering Event that has been cured did not occur. ARTICLE VII. OVERSIGHTS; COOPERATION Section 7.1. Oversights. Inadvertent delays, oversights, errors or omissions made in connection with this Agreement or any transaction hereunder shall not relieve either Party from any liability that would have attached had such delay, oversight, error or omission not occurred. The Parties shall nevertheless cooperate in good faith to rectify such delay, oversight, error or omission as soon as possible after discovery so that both Parties shall be restored as closely as possible to the positions they would have occupied if no delay, oversight, error or omission had occurred. Section 7.2. Cooperation. The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any regulatory filing or financial statement; provided, however, that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.
- 29 - 1006464009v2 ARTICLE VIII. INSOLVENCY Section 8.1. Insolvency of the Ceding Company. (a) In the event of the insolvency of the Ceding Company, all reinsurance ceded, renewed or otherwise becoming effective under the terms of this Agreement shall be payable by the Reinsurer directly to the Ceding Company or to its statutory liquidator, receiver or statutory successor on the basis of the liability of the Ceding Company under the Reinsured Policies without diminution because of the insolvency of the Ceding Company, subject to the other terms, conditions, exclusions and limitations of the applicable Reinsured Policy and this Agreement. (b) It is understood, however, that in the event of such an insolvency of the Ceding Company, the liquidator, receiver or statutory successor of the Ceding Company shall give written notice of the pendency of a claim against the Ceding Company on a Reinsured Policy within a reasonable period of time after such claim is filed in the applicable insolvency proceedings and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Ceding Company or its liquidator, receiver or statutory successor. It is further understood that the expenses incurred by the Reinsurer for investigation and interposition pursuant to this Section 8.1(b) will be chargeable, subject to Applicable Law and court approval, against the Ceding Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. Section 8.2. Satisfaction and Discharge. Any payment by the Reinsurer pursuant to this Article VIII shall be, to the extent of the payment, in substitution, satisfaction and discharge of the Reinsurer’s obligations to the Ceding Company, or to its receiver, liquidator, rehabilitator, conservator or similar Person or statutory successor, under this Agreement. Neither this Article VIII, nor any other provision of this Agreement nor any applicable Reinsured Policy, shall be construed in a manner which would subject the Reinsurer to liability for duplicative payment of Reinsured Liabilities reinsured under this Agreement. ARTICLE IX. DURATION; RECAPTURE Section 9.1. Duration. This Agreement shall continue in force until such time as (a) the Ceding Company’s Liability arising out of or related to all Reinsured Policies is terminated in accordance with their respective terms and each Party has received payments that discharge the other Party’s liabilities incurred hereunder prior to such termination, (b) in accordance with Section 9.3(a), the Ceding Company has elected to recapture the reinsurance of the Reinsured Policies in full, and the Terminal Settlement has been completed in accordance with Section 9.4 or (c) in accordance with Section 9.3(b), the Reinsurer has elected to terminate the reinsurance of the Reinsured Policies in full, and the Terminal Settlement has been completed in accordance with Section 9.4.
- 30 - 1006464009v2 Section 9.2. Survival. Notwithstanding the other provisions of this Article VII, the terms and conditions of Articles I, IX and XI shall remain in full force and effect after the termination of this Agreement. Section 9.3. Recapture; Termination. (a) During the continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, but not less than all, of the reinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture within seventy-five (75) calendar days after the Ceding Company becomes aware of the occurrence of any Recapture Triggering Event. Recapture of the Reinsured Policies shall be effective as of 11:59 p.m. on the last day of the month in which the Ceding Company delivers to the Reinsurer such notice (the “Recapture Date”). (b) During the continuation of a Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement in full by providing the Ceding Company with written notice of its intent to effect a termination of this Agreement within seventy-five (75) calendar days after the Reinsurer becomes aware of the occurrence of any Termination Event. Termination of this Agreement shall be effective as of 11:59 p.m. on the last day of the month in which the Reinsurer delivers to the Ceding Company such notice or such later day as set forth in the Reinsurer’s termination notice (the “Termination Date”, and each of the Recapture Date and Termination Date a “Terminal Settlement Date”). (c) Following a recapture pursuant to Section 9.3(a) or a termination pursuant to Section 9.3(b), subject to the satisfaction of payment obligations described in Section 9.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Policies, other than (i) any payment obligations that expressly survive termination as provided in Section 9.2, and (ii) the Reinsurer Extra-Contractual Obligations. Following the consummation of the recapture or termination, (i) no additional Recoveries or other amounts payable under such Reinsured Policies shall be payable to the Reinsurer hereunder, and the Reinsurer shall not have any further right to receive any Recoveries, (ii) the Reinsurer shall be relieved of on-going responsibilities for servicing the Reinsured Policies pursuant to Article IV, and (iii) the Reinsurer shall have no further obligations with respect to payment of any Reinsured Liabilities, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement except for (i) obligations under the provisions that expressly survive termination as provided in Section 9.2 and (ii) the Reinsurer Extra-Contractual Obligations. Upon a recapture or termination pursuant to this Section 9.3, the Reinsurer shall sell, assign, transfer and deliver to the Ceding Company, effective as of the Terminal Settlement Date, all of Reinsurer’s right, title and interest in the Recoveries and the security interest granted pursuant to Section 3.4 shall be automatically released. Notwithstanding the foregoing, a recapture or termination pursuant to this Section 9.3 will not affect unpaid obligations or Liabilities due under any of the other Transaction Agreements. (d) Notwithstanding the remedies contemplated by this Article IX or the other Transaction Agreements, (i) the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer and (ii) the Reinsurer may, in its sole discretion, require direct payment by the Ceding Company, of any sum in default under this Agreement or any other
- 31 - 1006464009v2 Transaction Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that such Party might have had other recourse. Section 9.4. Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 9.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days of the Terminal Settlement Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule D (the “Terminal Settlement”). If the amount of the Terminal Settlement is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such amount; and if the assets in the Trust Account are insufficient for such payment, the Reinsurer and the Ceding Company shall instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company, and the Reinsurer shall pay the balance of the amount of the Terminal Settlement to the Ceding Company in cash. If the amount of the Terminal Settlement is negative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company shall pay such amount to the Reinsurer in cash. In case of any dispute with respect to the Terminal Settlement, the undisputed portion of the Terminal Settlement shall be paid in accordance with this Section 9.4(a) within five (5) Business Days after delivery of the Reinsurer’s calculation of the Terminal Settlement, and the Parties shall make any necessary adjustments to the Terminal Settlement within five (5) Business Days after a final and binding resolution of the dispute is reached in accordance with Section 9.4(b). Following the final determination of the Terminal Settlement (including pursuant to Section 9.4(b)), the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VI shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer. (b) In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement, the Ceding Company shall, within five (5) Business Days after its receipt of such report, deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, either Party may request the Independent Accounting Firm to determine the Terminal Settlement. The Independent Accounting Firm’s determination of the Terminal Settlement shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accounting Firm’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accounting Firm’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute.
- 32 - 1006464009v2 ARTICLE X. DAC TAX ADJUSTMENT Section 10.1. DAC Tax Adjustment. To the extent that Section 848 of the Code and corresponding Treasury Regulation Section 1.848-2 are applicable to the Reinsured Policies, the Ceding Company and the Reinsurer hereby agree to make the joint election provided for in Treasury Regulation Section 1.848-2(g)(8) and, in furtherance of that election, agree as follows: (a) Each party will attach a schedule contemplated by Treasury Regulation 1.848- 2(g)(8) to its federal income tax return for the first taxable year that includes the date this Agreement is executed identifying the Agreement as a reinsurance agreement for which the joint election applies and will otherwise file its respective federal income tax returns in a manner consistent with the provisions of Treasury Regulation Section 1.848-2 as in effect on the date this Agreement is executed. This election will remain in effect for all future taxable years for which this Agreement remains in effect. (b) The party with the net positive consideration as defined in Section 1.848-2 of the Treasury Regulations for each taxable year under this Agreement will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code. (c) Both parties to this Agreement agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency for purposes of computing specified policy acquisition expenses or as otherwise required by the Internal Revenue Service. (d) The Reinsurer will submit a schedule to the Ceding Company by April 1 of each year providing the Reinsurer’s calculation of the net consideration for the preceding calendar year. This schedule will be accompanied by a statement signed by an officer of the Reinsurer stating that the Reinsurer will report such net consideration on its Tax return for the preceding calendar year. (e) The Ceding Company may contest such calculation by providing an alternative calculation to the Reinsurer in writing within thirty (30) days of the Ceding Company’s receipt of the Reinsurer’s calculation. If the Ceding Company does not so notify the Reinsurer, the Ceding Company will report the net consideration as determined by the Reinsurer in the Ceding Company’s Tax return for the previous calendar year. (f) If the Ceding Company contests the Reinsurer’s calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Ceding Company submits its alternative calculation. If the Ceding Company and the Reinsurer reach agreement on an amount of net consideration, each party shall report such amount in their respective Tax returns for the previous calendar year, and if the parties are not able to resolve the dispute by negotiation, the dispute shall be resolved by the Independent Accounting Firm within thirty (30) days of the submission of the dispute to the Independent Accounting Firm by the Ceding Company or the Reinsurer. The decision of the
- 33 - 1006464009v2 Independent Accounting Firm shall be final and binding, and the costs, expenses and fees of the Independent Accounting Firm shall be borne equally by the Ceding Company, on the one hand, and the Reinsurer, on the other hand. (g) This joint election shall be effective for taxable years ending after the date this agreement is executed. (h) Both the Ceding Company and the Reinsurer are subject to U.S. taxation under Subchapter L of Chapter 1 of the Code. ARTICLE XI. MISCELLANEOUS Section 11.1. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to the Ceding Company: American Heritage Life Insurance Company 1776 American Heritage Life Drive Jacksonville, FL 32224 Attention: Mekka Drew; Kurt Valentine E:mail: [email protected]; [email protected] with a copy to: Investments & Business Transactions Law Allstate Insurance Company 2775 Sanders Road Northbrook, IL 60062 Email: [email protected]
- 34 - 1006464009v2 with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: John M. Schwolsky Howard T. Block Email: [email protected] [email protected] (b) if to the Reinsurer: Allstate Life Insurance Company 3100 Sanders Road, Suite 303 Northbrook, IL 60062 Attention: Angela Fontana E-mail: [email protected] with copies (which shall not constitute notice) to: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Nicholas F. Potter Marilyn A. Lion Email: [email protected] [email protected] Section 11.2. Entire Agreement; Third Party Beneficiaries. This Agreement (including all exhibits and schedules hereto) and the other Transaction Agreements constitute the entire agreement, and supersede all prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies Section 11.3. Severability; Amendment; Modification; Waiver. (a) Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
- 35 - 1006464009v2 (b) This Agreement may be amended or a provision hereof waived only by a written instrument signed by each of the Ceding Company and the Reinsurer. (c) No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. Section 11.4. Governing Law. Except as otherwise set forth herein as to the application of the insurance laws of the Ceding Company Domiciliary State or the Reinsurer Domiciliary State, this Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. Section 11.5. Jurisdiction; Enforcement. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City of New York (each, a “New York Court”), for purposes of enforcing this Agreement or determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the parties hereto from removing any matter from one New York Court to another New York Court. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 11.1, constitute good, proper and sufficient service thereof. (b) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Agreement, this being in addition (subject to the terms of this Agreement) to any other remedy to which such party is entitled at law or in equity. In the event that any Action is brought in equity to enforce the provisions of this Agreement, no party hereto
- 36 - 1006464009v2 shall allege, and each party hereto hereby waives any defense or counterclaim, that there is an adequate remedy at law. The parties further agree that (i) by seeking any remedy provided for in this Section 11.5(b), a party shall not in any respect waive its right to seek any other form of relief that may be available to such party under this Agreement and (ii) nothing contained in this Section 11.5(b) shall require any party to institute any action for (or limit such party’s right to institute any action for) specific performance under this Section 11.5(b) before exercising any other right under this Agreement. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5. Section 11.6. Expenses. Except as otherwise provided herein or in the other Transaction Agreements, the Parties hereto shall each bear their respective expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of counsel, actuaries and other representatives. Section 11.7. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party may deliver its signed counterpart of this Agreement to the other parties by means of electronic mail or any other electronic medium utilizing image scan technology, and such delivery will have the same legal effect as hand delivery of an originally executed counterpart. Section 11.8. Books and Records. (a) During the term of this Agreement, the Reinsurer shall maintain books and records of all transactions pertaining to the Reinsured Policies (i) in accordance with any and all Applicable Laws, (ii) in accordance with the Reinsurer’s internal record retention procedures and policies, and (iii) in a format reasonably accessible by the Ceding Company and its representatives. Without limiting the foregoing, except to the extent that Applicable Law requires the Reinsurer to discard information at an earlier date, all original books and records with respect to the Reinsured Policies must be maintained for at least the seven-year period following the termination of such Reinsured Policy (or such longer period as would comply with the records retention policies of the Reinsurer then in effect with regards to its own business or otherwise as required to comply with Applicable Law) and may thereafter only be destroyed after the Reinsurer has given the Ceding Company at least sixty (60) calendar days prior written notice of the books and records with respect to the Reinsured Policies that the Reinsurer intends
- 37 - 1006464009v2 to destroy. If a request is made by the Ceding Company during such sixty (60) calendar day period to do so, the Ceding Company may, at its cost and expense, have the right to take possession of such books and records in the format maintained by the Reinsurer. Notwithstanding the foregoing, the Reinsurer shall continue to have custody of such books and records for so long as is reasonably required for the Reinsurer to carry out its duties under this Agreement. (b) During the term of this Agreement, upon any reasonable request from the Ceding Company or its representatives, the Reinsurer shall (i) provide, or cause its Subcontractors to provide, to the Ceding Company and its representatives reasonable access during normal business hours to the books and records under the control of the Reinsurer or a Subcontractor pertaining to the Reinsured Policies, and (ii) permit, or cause its Subcontractors to permit, the Ceding Company and its representatives to make copies of such records, in each case at no cost to the Reinsurer or its Subcontractors; provided, in each case, that such access shall not unreasonably interfere with the conduct of the business of the Reinsurer or its Subcontractors, as applicable; and provided, further that any request from the Ceding Company or its representatives for such access shall be deemed reasonable if such request is made (A) no more than once per calendar year, (B) in response to the identification by the Ceding Company of any material issues (x) from any of the reports provided by the Reinsurer hereunder, (y) during any prior audit or (z) from any complaint by the Contractholder or beneficiary of a Reinsured Policy, a Regulatory Action or a Legal Action or (C) to the extent necessary for the Ceding Company to respond to any audit or examination by, or an inquiry or request from, a Governmental Entity. Nothing herein shall require the Reinsurer to disclose any information to the Ceding Company or its representatives to the extent such information does not pertain to the Reinsured Policies or if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or any contract (including any confidentiality agreement to which the Reinsurer or any of its Affiliates is a party) (it being understood that the Reinsurer shall use its reasonable best efforts to enable such information to be furnished or made available to the Ceding Company or its representatives without so jeopardizing privilege or contravening such Applicable Law or contract) or require the Reinsurer to disclose its tax records or any personnel or related records. (c) During the term of this Agreement, upon any reasonable request from the Reinsurer or its representatives, the Ceding Company shall (i) provide, or cause its subcontractors to provide, to the Reinsurer and its representatives reasonable access during normal business hours to the books and records under the control of the Ceding Company or any of its subcontractors pertaining to the Reinsured Policies, and (ii) permit, or cause its subcontractors to permit, the Reinsurer and its representatives to make copies of such records, in each case at no cost to the Ceding Company; provided, in each case, that such access shall not unreasonably interfere with the conduct of the business of the Ceding Company. Nothing herein shall require the Ceding Company to disclose any information to the Reinsurer or its representatives if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any Applicable Law or contract (including any confidentiality agreement to which the Ceding Company or any of its Affiliates is a party) (it being understood that the Ceding Company shall use its reasonable best efforts to enable such information to be furnished or made available to the Reinsurer or its representatives without so jeopardizing privilege or contravening such Applicable Law or
- 38 - 1006464009v2 contract) or require the Ceding Company to disclose its tax records (other than premium tax filings) or any personnel or related records. Section 11.9. Treatment of Confidential Information. (a) The Ceding Company shall not use any information regarding the Reinsured Policies, including information regarding the Contractholders, other than for purposes of complying with its obligations under this Agreement or as otherwise required by Applicable Law. (b) In connection with maintaining, administering, handling and transferring the data of the Contractholders and other recipients of benefits under the Reinsured Policies, each Party shall, and shall cause its Affiliates and representatives to, comply with all confidentiality and security obligations applicable to them in connection with the collection, use, disclosure, maintenance and transmission of any Personal Information, including the provisions of privacy policies under which such information was gathered and applicable Privacy and Security Laws. Each Party shall permit each other Party and its representatives, as well as Governmental Entities as required by Applicable Law, to audit such Party’s compliance herewith. Each Party agrees that Personal Information shall be disclosed only (i) as required by Applicable Law or a Governmental Entity, (ii) as required or appropriate to perform their respective duties and obligations hereunder or (iii) as otherwise agreed by the Parties. (c) If either Party discovers a breach or threatened breach of its security safeguards or measures that involves or may reasonably be expected to involve unauthorized access to, disclosure of or use of, or have a material adverse effect on, Personal Information or would require a breach notification to a Contractholder under Applicable Law (a “Security Incident”), such Party shall, at its own expense, (i) notify (both orally, if practicable, and in any event in writing) the other Party as promptly as reasonably practicable of said Security Incident, (ii) promptly (and in any event within two (2) Business Days) investigate such Security Incident, (iii) promptly (and in any event within two (2) Business Days) take commercially reasonable steps to restore the security of such Personal Information, notifying the other Party in writing with respect to such measures, (iv) deliver any required or requested notifications or other communications to third parties (including Contractholders) with respect to such Security Incident in a timely manner as required by Applicable Law, (v) remedy any such Security Incident, including using best efforts to identify and address any root causes for such Security Incident, and (vi) cooperate with the other Party and any Governmental Entity investigating such Security Incident. Section 11.10. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law (other than by operation of law in a merger) or otherwise, by either party without the prior written consent of the other party, and any such assignment that is not consented to shall be null and void; provided, however that nothing in this Agreement shall be construed to prohibit the Reinsurer from retroceding all or any portion of the risk reinsured hereunder to any retrocessionaire. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
- 39 - 1006464009v2 Section 11.11. Rules of Construction. When reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. All references herein to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. Whenever the word “Dollars” or the “$” sign appear in this Agreement, they shall be construed to mean United States Dollars, and all transactions under this Agreement shall be in United States Dollars. This Agreement has been fully negotiated by the parties hereto and shall not be construed by any Governmental Entity against either party by virtue of the fact that such party was the drafting party. Section 11.12. Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof. Section 11.13. Negotiated Agreement. This Agreement has been negotiated by the Parties and the fact that the initial and final draft will have been prepared by either Party or an intermediary will not give rise to any presumption for or against any Party to this Agreement or be used in any respect or forum in the construction or interpretation of this Agreement or any of its provisions. [The rest of this page intentionally left blank.]
Signature Page to Coinsurance Agreement IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written. AMERICAN HERITAGE LIFE INSURANCE COMPANY By: Name: Mario Rizzo Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: Name: Marilyn Hirsch Title: Senior Vice President and Treasurer
Signature Page to Coinsurance Agreement IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written. AMERICAN HERITAGE LIFE INSURANCE COMPANY By: Name: Mario Rizzo Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: Name: Marilyn Hirsch Title: Senior Vice President and Treasurer
- 41 - 1006464009v2 SCHEDULE A Original Reinsurance Agreements 1. Reinsurance Agreement between the Ceding Company and the Reinsurer dated July 13, 2010 and effective as of (i) 12:01 a.m. on July 1, 2010 for all Reinsured Policies set forth in Part 1a of Schedule B (i.e., “GoodForLife” products) and (ii) 12:01 a.m. on July 18, 2011 for all Reinsured Policies set forth in Part 1b of Schedule B that are not also set forth on Part 1a of Schedule B (e.g. “GoodForLife Protector” products), as amended. 2. Reinsurance and Administrative Services Agreement between the Ceding Company and Columbia Universal Life Insurance Company, effective February 1, 1998 (which was novated from Columbia Universal Life Insurance Company to the Reinsurer pursuant to a Novation and Assignment Agreement dated July 26, 2004), as amended. 3. Reinsurance Agreement between the Ceding Company and the Reinsurer dated December 17, 2004 and effective as of 11:59 p.m. on December 31, 2004, as amended, including pursuant to that certain Recapture Agreement, dated as of the Closing Date, pursuant to which the Ceding Company recaptured all individual and group disability policies previously ceded thereunder.
- 42 - 1006464009v2 SCHEDULE B Reinsured Policies 1. Reinsurance Agreement between the Ceding Company and the Reinsurer dated July 13, 2010 and effective as of (i) 12:01 a.m. on July 1, 2010 for all Reinsured Policies set forth in Part 1 of Schedule B (i.e., “GoodForLife” products) and (ii) 12:01 a.m. on July 18, 2011 for all Reinsured Policies set forth in Part 2 of Schedule B that are not also set forth on Part 1 of Schedule B (e.g. “GoodForLife Protector” products), as amended: a. For the period 12:01 a.m. July 1, 2010 up to, but not including, 12:01 a.m. July 18, 2011, “Policy” or “Policies” shall mean all individual universal life insurance policies, and all endorsements and riders attached thereto, marketed as the “GoodForLife” product and represented by “Policy Company #66” on Ceding Company’s Life-70 administration system, including: GoodForLife Universal Life Base Policy Accidental Death and Severe Injury Rider Critical Illness Rider Accelerated Death Benefit Rider Enhancement Grace Period Rider Children’s Level Term Rider Total Disability Premium Waiver Rider Accidental Death Benefit Rider Other Insurer Person Level Term Rider Primary Insured Level Term Rider Future Purchase Option Rider b. For the period beginning on 12:01 a.m. July 18, 2011, “Policy” or “Policies” means all individual universal life insurance policies, and all endorsements and riders attached thereto, marketed as either the “GoodForLife” or “GoodForLife Protector” products and represented by “Policy Company #66” on Ceding Company’s Life-70 administration system, including: GoodForLife GoodForLife Protector Universal Life Base Policy Universal Life Base Policy Accidental Death and Severe Injury Rider Lifetime Coverage Guarantee Rider Critical Illness Rider Extended Coverage Guarantee Rider
- 43 - 1006464009v2 Accelerated Death Benefit Rider Children’s Level Term Rider Enhancement Grace Period Rider Accelerated Benefit Rider for Terminal Illness Children’s Level Term Rider Accelerated Benefit Rider for Critical Illness Total Disability Premium Waiver Rider Accelerated Benefit Rider for Permanent Illness Accidental Death Benefit Rider Accelerated Benefit Rider for Chronic Illness Other Insured Person Level Term Rider Primary Insured Level Term Rider Future Purchase Option Rider 2. Reinsurance and Administrative Services Agreement between the Ceding Company and Columbia Universal Life Insurance Company, effective February 1, 1998 (which was novated from Columbia Universal Life Insurance Company to the Reinsurer pursuant to a Novation and Assignment Agreement dated July 26, 2004), as amended: INSURANCE PROGRAMS STATE FORM NO. Simplified Issue Whole Life (SIWL) Final Expense NC L-D022 Summer Pay Annuity for Retirement (SPAR) NC, VA A-B021 3. Reinsurance Agreement between the Ceding Company and the Reinsurer dated December 17, 2004 and effective as of 11:59 p.m. on December 31, 2004, as amended: Single Premium Deferred Annuities with numbers A-D031 (11.99)
- 44 - 1006464009v2 SCHEDULE C Reports REPORT DELIVERY DATE End of Quarter (EOQ) 1. Monthly trial balance by account EOQ + 3 business days 2. Report of claims paid EOQ + 6 business days 3. Report of claims pending EOQ + 6 business days 4. Reserve report (GAAP, Statutory) GAAP: EOQ + 6 business days STAT: EOQ + 10 business days 5. Report of premium accruals (if applicable) EOQ + 6 business days 6. Premiums/benefits by state (if not included in reports above) EOQ + 6 business days 7. Reinsurer RBC Ratio Capital Reporting Deadline: Later of (i) EOQ + 45 days and (ii) regulatory filing date for quarterly reports other than calendar year end Later of (i) EOQ + 60 days and (ii) regulatory filing date for calendar year end 8. Other reports as required for regulatory reporting As required.
- 45 - 1006464009v2 SCHEDULE D Terminal Settlement The Terminal Settlement shall be an amount equal to: 1. Any amounts due and payable by the Reinsurer to the Ceding Company as of the Terminal Settlement Date; minus 2. Any amounts due and payable by the Ceding Company to the Reinsurer as of the Terminal Settlement Date; plus 3. Without duplication, the net amount, if any, due the Ceding Company in respect of the final Accounting Period; minus 4. Without duplication, the net amount, if any, due the Reinsurer in respect of the final Accounting Period; plus 5. The Statutory Reserves with respect to the Reinsured Policies as of the Terminal Settlement Date.
- 46 - 1006464009v2 SCHEDULE E Investment Guidelines The assets in the Trust Account shall be comprised of assets that would constitute admitted assets on the Statutory Financial Statements of both the Ceding Company and the Reinsurer, provided that at no time may more than 5% of the assets in the Trust Account be rated below “BBB-“ (or its equivalent) by any of Moody’s, Standard & Poor’s or Fitch.
- 47 - 1006464009v2 EXHIBIT I Settlement Statement Coinsurance Agreement between American Heritage Life Insurance Company Company ("Ceding Company") and Allstate Life Insurance Company ("Reinsurer") For the period ending XXXX XX,20XX Section 3.3 (b) i. Reinsured liabilities paid by Ceding Company Claims $ Benefits Claim expenses, including litigation expenses Interest on claims or unearned premiums Premium refunds Premium taxes (net of credits) Insolvency fund assessments Commissions, expense allowances or other compensation Other servicing and administration fees Reinsurer Extra‐Contractual Obligations Total $ minus ii. Recoveries received by Ceding Company Premiums received or receivable $ Recoveries of assessments paid at or after closing date Recoveries of Reinsured Liabilities All other payments/recoveries related to Reinsured Liabilities Total $ Net Settlement Due to (from) American Heritage Life Insurance Company (i less ii) $ Section 3.3 (c) Net amount received (paid) by Allstate Life Insurance Company during reporting period $ Net Settlement Due to (from) American Heritage Life Insurance Company $
- 48 - 1006464009v2 EXHIBIT II Form of Trust Agreement
1006464010v2 TRUST AGREEMENT BY AND AMONG ALLSTATE LIFE INSURANCE COMPANY AMERICAN HERITAGE LIFE INSURANCE COMPANY AND THE BANK OF NEW YORK MELLON Dated as of: November 1, 2021
i 1006464010v2 TABLE OF CONTENTS Page Section 1. Establishment of Trust Account; Initial Deposit. ....................................................1 Section 2. Withdrawal of Assets. ..............................................................................................3 Section 3. Redemption, Investment and Substitution of Assets. ..............................................4 Section 4. The Income Account. ...............................................................................................5 Section 5. Taxes; Right to Vote Assets. ....................................................................................5 Section 6. Additional Rights and Duties of the Trustee. ...........................................................7 Section 7. The Trustee’s Compensation, Expenses and Indemnification. ................................9 Section 8. Resignation of the Trustee. ....................................................................................10 Section 9. FMV Triggering Event. .........................................................................................11 Section 10. Termination of the Trust Account..........................................................................13 Section 11. Definitions..............................................................................................................14 Section 12. Reliance on Instructions. ........................................................................................17 Section 13. Governing Law. .....................................................................................................19 Section 14. Jurisdiction; Enforcement. .....................................................................................19 Section 14. Notices. ..................................................................................................................20 Section 15. Shareholder Communications Act. ........................................................................21 Section 16. Specific Performance. ............................................................................................22 Section 17. Successors and Assigns; No Third-Party Beneficiaries. ........................................23 Section 18. Entire Agreement. ..................................................................................................23 Section 19. Interpretation. .........................................................................................................23 Section 20. Headings. ...............................................................................................................23 Section 21. Waivers and Amendments. ....................................................................................24 Section 22. Severability. ...........................................................................................................24 Section 23. Information Sharing. ..............................................................................................24 Section 24. USA PATRIOT Act. ..............................................................................................25 Section 25. Sanctions. ...............................................................................................................25 Section 26. Execution in Counterparts. .....................................................................................26 EXHIBITS A – Initial Transferred Assets B-1 – Form of Beneficiary Withdrawal Notice B-2 – Form of Grantor Withdrawal Notice C – Form of FMV Triggering Event Certification D – Form of Notice of Cure of FMV Triggering Event
1 1006464010v2 TRUST AGREEMENT THIS TRUST AGREEMENT, dated as of November 1, 2021 (this “Agreement”), is by and among Allstate Life Insurance Company, a life insurance company domiciled in the State of Illinois (the “Grantor”), American Heritage Life Insurance Company, a life insurance company domiciled in the State of Florida (the “Beneficiary”), and The Bank of New York Mellon, a New York banking corporation, as trustee (such bank, in its capacity as trustee, being referred to as the “Trustee”). RECITALS WHEREAS, pursuant to an Amended and Restated Coinsurance Agreement by and between the Beneficiary and the Grantor dated as of the date hereof, (the “Reinsurance Agreement”), the Beneficiary is ceding to the Grantor, and the Grantor is reinsuring the Reinsured Risks (as defined in the Reinsurance Agreement) pursuant to the terms and conditions of the Reinsurance Agreement; WHEREAS, pursuant to the Reinsurance Agreement, the Grantor desires to establish with the Trustee a trust account, in the name of the Grantor (the “Trust Account”), and transfer, or cause to be transferred, to the Trustee, for deposit in the Trust Account, Assets (as hereinafter defined) to be made subject to this Agreement in order to secure payment of amounts at any time and from time to time owing by the Grantor to the Beneficiary under the Reinsurance Agreement; WHEREAS, the Trustee has agreed to act as Trustee hereunder and, in accordance with the terms hereof, to hold Assets in trust in the Trust Account on the terms herein set forth; and WHEREAS, this Agreement is made for the benefit of the Beneficiary and for the purpose of setting forth the duties and powers of the Trustee with respect to the Trust Account. NOW, THEREFORE, for and in consideration of the promises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Establishment of Trust Account; Initial Deposit. (a) Concurrently with the execution and delivery of this Agreement, the Trustee shall establish a Trust Account in the Grantor’s name into which Eligible Assets (as hereinafter defined) shall be deposited, and shall administer the Trust Account as Trustee for the sole use and benefit of the Beneficiary in accordance with the terms of this Agreement. Assets credited to the Trust Account shall be subject to withdrawal by the Beneficiary and the Grantor only as set forth herein. The Trustee and its lawfully appointed successors are authorized and shall have power to receive Eligible Assets (as hereinafter defined) as the Grantor (or the Beneficiary on behalf of the Grantor) transfers to or vests in the Trustee or places under the Trustee’s possession and control for the uses and purposes and in the manner and according to
2 1006464010v2 the provisions hereinafter set forth. All such Eligible Assets at all times shall be maintained by the Trustee in the Trust Account, separate and distinct from all other assets on the books and records of the Trustee and in accordance with the terms of this Trust Agreement. (b) On the date hereof, the Grantor is transferring (or causing to be transferred) to the Trustee, for deposit to the Trust Account, the Eligible Assets listed on Exhibit A hereto, and after the date hereof, the Grantor may transfer to the Trustee, for deposit to the Trust Account, additional Eligible Assets as it may from time to time be required to deposit by this Agreement or the Reinsurance Agreement (all such Eligible Assets in the Trust Account and proceeds thereof are collectively “Assets”), subject in all respects to a determination by the Trustee in good faith of its then-present ability to operationally accept transfer of such Assets into the Trust Account at the time of such deposit. The Grantor, prior to depositing Eligible Assets with the Trustee, and any other assets held in the Trust Account, shall execute or cause to be executed assignments, endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets requiring assignment, in order that the Beneficiary or the Trustee, upon the direction of the Beneficiary, may whenever necessary negotiate any such Eligible Assets without the consent or signature from the Grantor or any other Person. (c) The Grantor hereby represents, warrants and covenants (i) that any assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary may, negotiate any such assets without consent or signature from the Grantor or any Person in accordance with the terms of this Agreement; and (ii) that all assets transferred by the Grantor to the Trustee for deposit to the Trust Account will consist only of Eligible Assets at the time of such transfer. The Trustee shall have no responsibility whatsoever to determine at any time whether any Assets are or continue to be Eligible Assets. (d) The Trustee hereby agrees that it shall not change the account name or account number of the Trust Account without at least thirty (30) days’ prior written notice to the Beneficiary and the Grantor. (e) The Grantor and the Trustee agree that certain securities or other assets credited to the Trust Account may be registered in the name of the Trustee or its nominee, with any powers, resolutions and consents to the Trustee as necessary for the Trustee to freely negotiate such securities or other assets. (f) The Grantor hereby represents, warrants and covenants to the Beneficiary that the Grantor owns and will own its interest in the assets deposited by it into the Trust Account (other than any assets deposited by the Beneficiary on behalf of the Grantor as to which the Grantor makes no representations or warranties) free and clear of any security interest in, or lien or adverse claim on, such assets, other than the beneficial interests in favor of the Beneficiary created hereunder. (g) Without the prior written consent of the Beneficiary and the Grantor, the Trustee will not, enter into any agreement under which the Trustee agrees to comply with entitlement orders or instructions originated by any Person. The Trustee agrees to promptly notify the Beneficiary and the Grantor if any Person asserts or seeks to assert a lien,
3 1006464010v2 encumbrance or adverse claim against any portion or all of the property credited to the Trust Account at any time. Section 2. Withdrawal of Assets. (a) Beneficiary Withdrawal. In the event that the Grantor has failed to pay or reimburse the Beneficiary for material undisputed amounts due from the Grantor under the Reinsurance Agreement and not yet recovered from the Grantor, including any Reinsured Risks, Terminal Settlement or other amounts due under the Reinsurance Agreement which amounts have not been paid by the Grantor within ten (10) Business Days following its receipt of a specific notice thereof the Beneficiary shall have the right to withdraw Assets valued at Fair Market Value from the Trust Account by delivering a written notice from the Beneficiary Authorized Officers to the Trustee and the Grantor, substantially in the form attached hereto as Exhibit B-1 (a “Beneficiary Withdrawal Notice”). Assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including any statutory liquidator, rehabilitator, receiver, conservator or statutory successor of the Beneficiary), without diminution because of insolvency on the part of the Beneficiary or the Grantor for such purposes, subject to the other terms, conditions, exclusions and limitations of the Reinsurance Agreement and this Agreement. The Beneficiary need not present any statement or document other than a Beneficiary Withdrawal Notice in order to withdraw any Assets; nor is such right of withdrawal or any other provision of this Agreement subject to any conditions or qualifications not contained in this Agreement. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor and the Trustee that such withdrawal is being made in accordance with the terms of this Agreement and the Reinsurance Agreement. (b) Grantor Withdrawal. If the aggregate Statutory Book Value of the Eligible Assets at the end of any calendar quarter exceeds the Required Balance at the end of such calendar quarter, the Grantor may provide a written notice to the Beneficiary of its intent to withdraw Assets from the Trust Account in an amount not to exceed such excess; provided that the ratio of the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account to the Fair Market Value of such Eligible Assets will not increase as a result of such withdrawal other than de minimis increases associated with the withdrawal of cash or cash equivalents. Following the tenth (10th) Business Day after its delivery of such notice, unless the Beneficiary has delivered a written notice to the Grantor disputing the amount of such withdrawal in good faith, the Grantor shall have the right, without the consent of the Beneficiary, to withdraw Assets from the Trust Account pursuant to the preceding sentence by delivering to the Trustee, with a copy to the Beneficiary, a written notice signed by the Grantor Authorized Officers substantially in the form attached hereto as Exhibit B-2 (a “Grantor Withdrawal Notice”) containing a certification, upon which the Trustee may conclusively rely, that the requirements of this Section 2(b) have been satisfied. The Grantor Withdrawal Notice shall specify the invested Assets or cash amount to be withdrawn. Each withdrawal from the Trust Account by the Grantor shall constitute a representation and certification of the Grantor to the Beneficiary and the Trustee that such
4 1006464010v2 withdrawal is being made in accordance with the terms of this Agreement and the Reinsurance Agreement. (c) The party withdrawing Assets as permitted pursuant to Section 2(a) or Section 2(b)2(b) shall be referred to herein as the “Withdrawing Party” and the Beneficiary Withdrawal Notice or the Grantor Withdrawal Notice, as applicable, shall be referred to herein as a “Withdrawal Notice”. (d) Following receipt of a Withdrawal Notice, the Trustee shall promptly take any and all steps necessary to transfer, absolutely and unequivocally, all right, title and interest to the invested Assets or cash amount specified in such Withdrawal Notice, and shall deliver such invested Assets or cash amount as specified in such notice to the appropriate party. The Beneficiary or the Grantor (as applicable) shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (e) The Trustee shall be fully protected in relying conclusively upon any Withdrawal Notice or any other written demand, instruction, direction, acknowledgment, statement, notice, resolution, request, consent, order, certificate, report, appraisal, opinion, electronic mail, letter, or other communication (collectively, “Communications”) of the Beneficiary or the Grantor, as applicable, for any such withdrawal that on its face conforms to the requirements of this Agreement. (f) Except as provided in Section 3 of this Agreement, in the absence of a Withdrawal Notice, the Trustee shall allow no substitutions or withdrawals of any Asset from the Trust Account. The parties hereto agree that the Trustee shall have no responsibility whatsoever to determine that any Assets withdrawn from the Trust Account pursuant to this Section 2 will be used and applied in the manner contemplated therein. Section 3. Redemption, Investment and Substitution of Assets. (a) The Trustee shall surrender for payment all maturing Assets and all Assets called for redemption, deposit the principal amount of the proceeds of any such payment to the Trust Account and provide notice of such payment to the Beneficiary and the Grantor. (b) The Grantor may retain (and pay the service fees of) an investment manager (which may be an Affiliate of the Grantor) (the “Investment Manager”) to manage and make investment decisions with regard to any of the Assets held in the Trust Account, and the Grantor agrees to provide reasonable advance written notice to the Trustee and the Beneficiary of the appointment of each Investment Manager so retained; provided that the Grantor shall remain responsible for all its obligations or liabilities under this Agreement despite delegation of any such obligations or liabilities to such Investment Manager and the Grantor shall be liable with respect to the services to be provided by the Investment Manager as if provided by the Grantor. (c) From time to time, at the written order and direction of the Grantor or its designated Investment Manager, and without consent of, or prior notice to, the Beneficiary (but subject to Section 3(d) below), the Trustee shall invest and reinvest the Assets in the Trust Account in Eligible Assets. The Trustee shall have no responsibility whatsoever to determine
5 1006464010v2 that such designated investments constitute Eligible Assets, and may rely on the direction of the Grantor or its designated Investment Manager. (d) From time to time, without the written consent of, or notice to, the Beneficiary, the Grantor or its designated Investment Manager may direct the Trustee to substitute Assets in the Trust Account, provided that, at the time of such substitution and after giving effect to such substitution, the substituted Assets are replaced with Eligible Assets with a Statutory Book Value at least equal to the Statutory Book Value of the substituted Assets immediately prior to such substitution so as to maintain at all times Eligible Assets in the Trust Account not less than the Required Balance, and provided further that the ratio of the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account to the aggregate Fair Market Value of such assets will not increase as a result of such substitution other than de minimis increases associated with the substitution of cash or cash equivalents. The Trustee shall have no responsibility whatsoever to determine the value of such substituted Assets or that such substituted Assets constitute Eligible Assets. (e) All investments and substitutions of Assets referred to in paragraphs (c) and (d) of this Section shall be in compliance with the definition of “Eligible Assets” in Section 11. Any instruction or order concerning such investments or substitutions of Assets shall be referred to herein as an “Investment Order.” The Trustee shall execute Investment Orders and settle securities transactions by itself or may utilize agents or brokers, including Affiliates, and shall not be responsible for any act or omission, or for the solvency, of any such agent or broker in each case to the extent engaged by the Trustee in good faith and in a commercially reasonable manner, unless such act or omission was the direct result of the Trustee’s negligence, fraud, willful misconduct or lack of good faith. The Grantor shall reimburse the Trustee such fees and charges of such agent. (f) When the Trustee is directed to deliver securities against payment, delivery will be made in accordance with generally-accepted market practice. (g) Any loss incurred from any investment pursuant to the terms of this Section 3 shall be borne exclusively by the Trust Account. The Trustee shall not be liable for any loss due to changes in market rates or penalties for early redemption. Section 4. The Income Account. All payments of interest, dividends and other income in respect of Assets (the “Income”) shall be posted and credited by the Trustee in the separate income column of the custody ledger (the “Income Account”) within the Trust Account. Any Income automatically posted and credited on the payment date to the Income Account which is not subsequently received by the Trustee shall be reimbursed by the Grantor to the Trustee and the Trustee may debit the Income Account for this purpose. The Grantor may withdraw amounts from the Income Account upon written notice to the Trustee. Section 5. Taxes; Right to Vote Assets. (a) The Grantor shall pay, prior to delinquency, all taxes, assessments and other charges levied upon the Assets or the Trust Account and shall discharge all liens against
6 1006464010v2 the Assets and the Trust Account; provided, however, that unless and until foreclosure, levy, sale or similar proceedings shall have been commenced, the Grantor need not pay any such tax, assessment or other charge so long as the validity thereof is contested in good faith and by appropriate proceedings and so long as security sufficient to pay such tax, assessment or other charge (and any interest and penalties which may be applicable thereon) has been provided to the Trustee to protect the Beneficiary and the Trustee. In the event that the Grantor shall fail to pay any such tax, assessment or other charge (and shall not be so contesting it) or to discharge any such lien, the Beneficiary may, at its option, but shall not be required to, make any payments necessary to pay such tax, assessment or other charge or to discharge such lien, and the Grantor shall, upon demand, reimburse the Beneficiary for the full amount of such payments (together with interest from the date paid to but not including the date reimbursed at a fluctuating rate per annum equal to the prime rate as announced by the Trustee from time to time). The Trustee shall not be responsible for paying any taxes, assessments or other charges or discharging liens on the Trust Account or any of the Assets thereof. (b) The parties hereto intend that the Trust Account be classified for United States federal income tax purposes as a grantor trust (pursuant to sections 671 through 677 of the Internal Revenue Code of 1986, as amended). Each party hereto agrees to treat the Trust Account as a grantor trust and the Grantor as the owner of the Assets for all United States federal, state and local tax purposes and, thus, any and all income derived from the Assets held in the Trust Account shall constitute income or gain of the Grantor as owner of such Assets. The Trustee shall not be authorized or empowered to do anything that would cause the Trust Account to fail to qualify as a grantor trust or the Grantor to fail to be treated as the owner of the Assets for such tax purposes. The Trustee shall be responsible for any tax reporting, tax withholding or other tax compliance required to be performed by the Trustee on behalf of the Trust Account pursuant to Applicable Law. The Grantor shall be responsible for any other tax reporting, tax withholding or other tax compliance required on behalf of the Trust Account. (c) The Grantor or its Investment Manager shall have the full unqualified right to vote and execute consents and to exercise any and all proprietary rights not inconsistent with this Agreement with respect to any securities or other property forming a part of the Trust Account. In order to facilitate access by Grantor or its designee to ballots or online systems to assist in the voting of proxies received for eligible positions of Eligible Assets held in the Trust Account (excluding bankruptcy matters), the Trustee will, at the written request of Grantor upon the execution of this Agreement, appoint a provider of proxy voting services to act as agent of Grantor to provide global proxy voting services to Grantor. Trustee shall have no obligation or liability in respect of such proxy voting services or the acts or omissions of the provider of such proxy voting services. (d) Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken by reason of the Grantor’s ownership of Eligible Assets, the Grantor or its designee shall be responsible for making any decisions relating thereto and for directing the Trustee to act pursuant to Corporate Action Instructions (as defined herein). The Trustee shall notify the Grantor or its designee of rights or discretionary actions with respect to Eligible Assets as promptly as practicable under the circumstances, provided that the Trustee has actually received notice of such right or discretionary corporate action from the relevant depository, etc. Absent actual receipt of such notice, the Trustee shall have no liability for
7 1006464010v2 failing to so notify the Grantor or its designee. Absent the Trustee’s timely receipt of Instructions, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Eligible Assets. As used herein, “Corporate Action Instructions” shall mean Instructions delivered to Trustee by Electronic Methods (as defined in Section 12) other than e-mail. Corporate Action Instructions sent by facsimile shall be sent to the following number 844-299-3627 (which such number may be changed from time to time as Trustee may designate in writing). Section 6. Additional Rights and Duties of the Trustee. (a) The Trustee shall furnish to the Grantor and the Beneficiary a statement of all Assets in the Trust Account upon the inception of the Trust Account and at the end of each calendar quarter thereafter (the “Quarterly Statement”). The Quarterly Statement shall list (i) all of the Assets with CUSIP number (if applicable) and other specific identifying information with respect to any Asset that has no CUSIP number, and (ii) any transfers of Assets to or from the Trust Account during such calendar quarter, including all purchases and sales of Assets during such calendar quarter. The Quarterly Statement shall be given as soon as practicable, but in no event later than ten (10) Business Days after the end of each calendar quarter. In addition, the Trustee shall provide daily reporting to the Beneficiary, the Grantor or its designated Investment Manager of the Assets in the Trust Account. The Quarterly Statement and daily reporting under this Section 6(a) may be given by the Trustee to the Grantor (or its designated Investment Manager) and the Beneficiary to the extent that the Grantor (or such Investment Manager) and the Beneficiary, as the case may be, has been given access to the Trustee’s automated data system affording on-line access to trust account information. (b) Before accepting any asset for deposit to the Trust Account, the Trustee shall determine that such asset is in such form that the Beneficiary whenever necessary may, or the Trustee upon written direction by the Beneficiary may, negotiate such asset without consent or signature from the Grantor or any other Person other than the Trustee, in accordance with the terms of this Agreement. The Trustee shall have no responsibility whatsoever to determine at any time whether any assets in the Trust Account are or continue to be Eligible Assets or to determine the value of any Eligible Assets. (c) The Trustee shall notify the Grantor and the Beneficiary in writing (which may be in electronic form) within ten (10) days of any deposits to or withdrawals from the Trust Account. (d) All Assets in physical form shall be held in a safe place by the Trustee in the United States, except that the Trustee may hold any Asset that is in book-entry form as of the date it is credited to the Trust Account (a “Book-Entry Asset”) through the book-entry account maintained by the Trustee with the related depository for such Book-Entry Asset (such a depository being referred to herein as a “Depository”). A Book-Entry Asset may be held in the name of a nominee maintained by the Depository. (e) The Trustee shall accept and may open all mail directed to the Grantor or the Beneficiary in care of the Trustee. The Trustee shall promptly forward all mail to the addressee whether or not opened.
8 1006464010v2 (f) The Trustee shall keep full and complete records of the administration of the Trust Account. Upon the reasonable written request of the Grantor or the Beneficiary, the Trustee shall permit the Grantor or the Beneficiary, their respective agents, employees or independent auditors to examine and copy, at their own expense, during the Trustee’s normal business hours any books, documents, papers and records relating to the Trust Account or the Assets. (g) The duties and obligations of the Trustee shall only be such as are specifically set forth in this Agreement, as it may from time to time be amended in accordance with the terms hereof, and no implied duties or obligations shall be read into this Agreement against the Trustee. The Trustee shall be liable only for its own negligence, fraud, willful misconduct or lack of good faith. Subject to the preceding sentence, the Trustee is not liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document contemplated by and given in accordance with this Agreement from the Grantor or the Beneficiary, or (ii) for any consequential, punitive or special damages. (h) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement to the extent caused, directly or indirectly, by natural disasters, fire, strikes or other labor disputes, work stoppages, acts of war or terrorism, general civil unrest, actual or threatened epidemics, disease, act of any government, governmental authority or police or military authority, declared or threatened state of emergency, legal constraint, the interruption, loss or malfunction of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control. The Trustee will use commercially reasonable efforts to minimize the effect of any such events. (i) No provision of this Agreement shall require the Trustee to take any action which, in the Trustee’s reasonable judgment, would result in any violation of this Agreement or any provision of law. The Trustee shall exercise the same due care that is expected of a directed trustee with the responsibility for the safeguarding of Assets in the Trust Account and for compliance with all provisions of this Agreement, whether the Assets are in the Trustee’s physical possession or are held through a Depository. (j) The Trustee may confer with an outside law firm of its selection in relation to matters arising under this Agreement. The written opinion of such law firm shall be full and complete authority and protection for the Trustee with respect to any action taken, omitted or suffered by it in good faith and in accordance with such written opinion of such law firm. (k) The parties hereto acknowledge that nothing in this Agreement shall require the Trustee to risk or expend its own funds in performing its obligations under this Agreement or obligate the Trustee to extend credit, grant financial accommodation or otherwise advance moneys for the purpose of making any payments or part thereof or otherwise carrying out any Instructions, including, without limitation, any Investment Order. (l) The Trustee shall not be responsible for the existence, genuineness or value of any of the Assets (including, without limitation, no responsibility for determining Fair
9 1006464010v2 Market Value or Statutory Book Value) or for the validity, perfection, priority or enforceability of the liens or any security interest in any of the Assets, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, fraud, willful misconduct or lack of good faith on the part of the Trustee, for the validity of title to the Assets, for insuring the Assets or for the payment of taxes (other than as set forth in Section 5), charges, assessments or liens upon the Assets. Notwithstanding the foregoing, the Trustee may, as an accommodation to the Grantor and the Beneficiary, provide pricing or other information services in connection with this Agreement. The Trustee may utilize any vendor (including securities brokers and dealers) believed by it to be reliable to provide such information. Under no circumstances shall the Trustee be liable for any loss, damage or expense suffered or incurred by the Grantor or the Beneficiary as a result of errors or omissions with respect to any pricing or other information utilized by the Trustee hereunder. (m) The Trustee shall not be required to risk or expend its own funds in performing its obligations under this Trust Agreement. Notwithstanding the foregoing, if the Trustee in its absolute discretion, makes any advance for the benefit of the Grantor or the Beneficiary in order to purchase, or to make payment on or against delivery of Assets hereunder, the Trustee shall have a continuing security interest in and right of setoff against such Assets and the proceeds thereof, until such time as the Trustee is repaid the amount of such advance. If at any time before such repayment the market value of such Assets is less than the amount of the advance made to finance their purchase, the Trustee shall have a continuing security interest in and right of setoff against such additional Assets in the Trust Account as is necessary for the repayment of such advance by the Trustee to be fully secured. Section 7. The Trustee’s Compensation, Expenses and Indemnification. (a) The Grantor shall pay the Trustee, as compensation for its services under this Agreement, a fee computed at its usual and customary rates for services of this sort, as determined in good faith by the Trustee from time to time and communicated to and agreed to in writing by the Grantor. The Grantor shall also pay or reimburse the Trustee for all of the Trustee’s expenses and disbursements in connection with its duties under this Agreement (including reasonable attorneys’ fees and expenses and reasonable accounting and consulting fees and expenses), except any such expense or disbursement as may arise from the Trustee’s negligence, fraud, willful misconduct or lack of good faith. (b) Except for the matters for which the Beneficiary is required to indemnify and hold harmless the Trustee as set forth in Section 7(c), the Grantor hereby indemnifies the Trustee for, and holds it harmless against, any Losses howsoever arising in connection with this Agreement or the Trustee’s performance of its obligations in accordance with the provisions of this Agreement, including but not limited to any Losses incurred by the Trustee in connection with its successful defense, in whole or part, of any claim of negligence, fraud, willful misconduct or lack of good faith on its part, or Losses arising out of or in connection with the status of the Trustee and its nominee as the holder of record of Assets, except those Losses arising out of the Trustee’s negligence, fraud, willful misconduct or lack of good faith. This indemnity shall be a continuing obligation of the Grantor and its successor and assigns, notwithstanding the termination of this Trust Agreement.
10 1006464010v2 (c) The Beneficiary agrees to indemnify the Trustee and to hold it harmless against any and all Losses which are sustained by the Trustee by reason of or as a result of (i) any negligence, bad faith or willful misconduct by the Beneficiary in any way relating to, or arising from, this Agreement, and (ii) any action taken or omitted by the Trustee pursuant to the Beneficiary’s written instructions or notices required or permitted to be given to the Trustee hereunder. Notwithstanding the foregoing, the Beneficiary shall not indemnify the Trustee for those Losses caused by the Trustee’s negligence, willful misconduct or lack of good faith. This indemnity shall be a continuing obligation of the Beneficiary and its successor and assigns, notwithstanding the termination of this Agreement. (d) The Grantor and Beneficiary each hereby acknowledges that the foregoing indemnities and Grantor payment and reimbursement obligations shall survive the resignation or discharge of the Trustee or the termination of this Agreement and hereby grants the Trustee a lien, right of set-off and security interest in the funds in the Income Account for the payment of any claim for compensation, reimbursement or indemnity by the Grantor hereunder. (e) To secure repayment of the Grantor’s indemnity and payment obligations to the Trustee hereunder, the Grantor hereby grants to the Trustee, a lien on and a continuing security interest in, and pledges to, the Trustee all funds in the Income Account. No Assets shall be withdrawn from the Trust Account or used in any manner for paying compensation to, or reimbursement or indemnification of, the Trustee. (f) Except as otherwise specifically provided herein, the Trustee hereby waives any and all rights of offset, counterclaim and recoupment against the Beneficiary and the Trust Account, and waives any lien (statutory or otherwise) that it may assert against the Trust Account. Section 8. Resignation of the Trustee. (a) The Trustee may resign at any time by giving not less than ninety (90) days’ written notice thereof to the Beneficiary and to the Grantor. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on ninety (90) days’ prior written notice thereof to the Trustee. Such resignation or removal shall become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Trust Account in accordance with paragraph (b) of this Section 8. (b) Upon receipt of the Trustee’s notice of resignation or notice to the Trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a Qualified United States Financial Institution and shall not be a parent, a subsidiary or an Affiliate of the Grantor or the Beneficiary. If a successor trustee has not accepted such appointment within thirty (30) days after the notice of resignation or removal, the Trustee may, in its sole discretion, apply at the expense of the Grantor to a court of competent jurisdiction for the appointment of a successor trustee or for other appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee in connection with such proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee,
11 1006464010v2 such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for a Trustee for any actions taken as a Trustee from the date of this Agreement until the date of discharge. Section 9. FMV Triggering Event. (a) Notwithstanding anything in this Agreement to the contrary, in the event that the Beneficiary delivers a written certification substantially in the form attached hereto as Exhibit C (a “FMV Triggering Event Certification”) to the Grantor and the Trustee of the occurrence of a FMV Triggering Event under the Reinsurance Agreement, upon receipt of such certification by the Trustee, the provisions of Sections 2(a), 2(b) and 3(c) hereof shall no longer be effective and shall be replaced with the below provisions, effective immediately without any further action by any party, until such time as the Beneficiary notifies the Trustee that such FMV Triggering Event is no longer occurring by delivering a written notice in substantially the form attached hereto as Exhibit D (a “Notice of Cure of FMV Triggering Event”), at which time the provisions below shall no longer be effective until such time as the Beneficiary provides the Trustee another FMV Triggering Event Certification and shall be replaced with the provisions of Sections 2(a), 2(b) and 3(c) as in effect immediately prior to receipt of the FMV Triggering Event Certification, effective immediately without any further action by any party: (i) Section 2(a) shall be replaced with the following: (a) Beneficiary Withdrawal. Notwithstanding any other provision of this Agreement, the Beneficiary shall have the right to withdraw Assets valued at Fair Market Value from the Trust Account at any time and from time to time, without notice to the Grantor upon the delivery of a written notice from the Beneficiary Authorized Officers to the Trustee substantially in the form attached hereto as Exhibit B-1 (a “Beneficiary Withdrawal Notice”), to use and apply amounts withdrawn from the Trust Account, without diminution because of the insolvency of the Beneficiary or the Grantor, only for the following purposes: (i) to pay or reimburse the Beneficiary for (A) the Grantor’s share under the Reinsurance Agreement of premiums returned, but not yet recovered from the Grantor, to the owners of the Reinsured Policies reinsured thereunder because of cancellations of the Reinsured Policies, and (B) the Grantor’s share under the Reinsurance Agreement of surrenders and benefits or losses paid by the Beneficiary, but not yet recovered from the Grantor, under the terms and provisions of the Reinsured Policies reinsured hereunder; (ii) to pay to the Grantor amounts held in the Trust Account in excess of the amount necessary to secure the credit or reduction from liability for
12 1006464010v2 reinsurance ceded by the Beneficiary under the Reinsurance Agreement; or (iii) where the Beneficiary has received notification of termination of the Trust Account and where the Grantor’s entire obligations under the Reinsurance Agreement remain unliquidated and undischarged ten (10) days prior to the termination date, to withdraw amounts equal to the Grantor’s share of liabilities for Reinsured Policies reinsured under the Reinsurance Agreement, to the extent that the liabilities have not yet been funded by the Grantor, and deposit those amounts in a separate account, in the name of the Beneficiary in any qualified United States financial institution as defined in 624.610(5)(b) of the Florida Insurance Code apart from its general assets, in trust for the uses and purposes specified in (i) and (ii) above as may remain executory after withdrawal and for any period after the termination date. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor and the Trustee that such withdrawal is being made in accordance with the terms of this Agreement and the Reinsurance Agreement. (ii) Section 2(b) shall be replaced with the following: If the aggregate Fair Market Value of the Eligible Assets at the end of any calendar quarter exceeds the Required Balance at the end of such calendar quarter, the Grantor may, with the written consent of the Beneficiary (which shall not be unreasonably withheld, delayed or conditioned), withdraw Assets from the Trust Account in an amount not to exceed such excess, by delivering a written notice from the Grantor Authorized Officers substantially in the form attached hereto as Exhibit B-2 (a “Grantor Withdrawal Notice”) to the Trustee with the consent of the Beneficiary being endorsed thereon. The Grantor Withdrawal Notice shall specify the invested Assets or cash amount to be withdrawn. Each withdrawal from the Trust Account by the Grantor shall constitute a representation and certification of the Grantor to the Beneficiary and the Trustee that such withdrawal is being made in accordance with the terms of this Agreement and the Reinsurance Agreement. (iii) Section 3(d) shall be replaced with the following: From time to time, and with the written consent of the Beneficiary (which shall not be unreasonably withheld, delayed or conditioned), the Grantor or its designated Investment Manager may direct the Trustee to substitute Assets in the Trust Account, provided, that at the time of such substitution and after giving effect to such substitution, the substituted Assets are replaced with other Eligible Assets having a Fair Market Value at least equal to the Fair Market Value of the substituted Assets immediately prior to such substitution so as to maintain at all times Eligible Assets in the Trust Account not less than the Required
13 1006464010v2 Balance. The Trustee shall have no responsibility whatsoever to determine the value of such substituted Assets or that such substituted Assets constitute Eligible Assets. (b) The Beneficiary shall deliver a Notice of Cure of FMV Triggering Event to the Trustee promptly upon becoming aware that a FMV Triggering Event that has occurred is no longer continuing. (c) Notwithstanding the foregoing, the Trust Account created hereunder shall continue in existence following the occurrence of a FMV Triggering Event. In addition, as soon as is practicable, but not more than five (5) Business Days following the date on which the Grantor becomes aware of the occurrence of a FMV Triggering Event, the Grantor shall (i) substitute any assets in the Trust Account that are not Eligible Assets for assets which are Eligible Assets, and (ii) deposit additional assets consisting of Eligible Assets in the Trust Account sufficient to ensure that the aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of the last day of the immediately prior calendar quarter end. (d) For the avoidance of doubt, the delivery of a FMV Triggering Event Certification by the Beneficiary to the Trustee (with a copy delivered concurrently to the Grantor) shall not modify, supplement or amend any of terms or conditions, or any of the rights or obligations of the Grantor or the Beneficiary, set forth in this Agreement except as expressly provided in this Section 9. Section 10. Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated, other than pursuant to an order of a court having jurisdiction, only after (i) (A) the Grantor and the Beneficiary have given the Trustee joint written notice of their intention to terminate the Trust Account (the “Notice of Intention”), and (B) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 10 or (ii) the Grantor and the Beneficiary have given joint written notice to the Trustee that the Required Balance is less than or equal to $10,000,000 (the “Notice of Minimum Balance”), as required under the Reinsurance Agreement. The Notice of Intention or Notice of Minimum Balance shall specify the date on which the Grantor and the Beneficiary intend the Trust Account and this Agreement to terminate (the “Proposed Date”). (b) Within three (3) Business Days following receipt by the Trustee of the Notice of Intention or Notice of Minimum Balance, the Trustee shall give written notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be at least thirty (30) days but no more than forty-five (45) days subsequent to the date the Termination Notice is given, unless the parties otherwise agree in writing. (c) On the Termination Date, after satisfaction of any outstanding Beneficiary Withdrawal Notices, the Trustee shall transfer any Assets remaining in the Trust Account to the
14 1006464010v2 Grantor, at which time all duties and obligations of the Trustee with respect to such Assets shall cease. Section 11. Definitions. Except as the context shall otherwise require, the following terms shall have the following meanings for all purposes of this Agreement (the definitions to be applicable to both the singular and the plural forms of each term defined if both such forms of such term are used in this Agreement): The term “Action” means any civil, criminal or administrative action, suit, claim, litigation, arbitration proceeding or similar proceeding, in each case before a Governmental Entity, arbitrator or arbitration panel or similar Person or body. The term “Affiliate” means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person, and the term “Affiliated” shall have a correlative meaning. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. The term “Agreement” shall have the meaning specified in the preamble. The term “Applicable Law” shall mean any law, statute, ordinance, written rule or regulation, order, injunction, judgment, decree, constitution or treaty enacted, promulgated, issued, enforced or entered by any Governmental Entity applicable to any Person or such Person’s businesses, properties, assets or rights, as may be amended from time to time. The term “Assets” shall have the meaning specified in Section 1(b) of this Agreement. The term “Beneficiary” shall have the meaning specified in the preamble. The term “Beneficiary Authorized Officers” shall mean any two of the following officers: the President, Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or any Assistant Secretary of the Beneficiary. The term “Beneficiary Withdrawal Notice” shall have the meaning specified in Section 2(a) of this Agreement. The term “Book-Entry Asset” shall have the meaning specified in Section 6(d) of this Agreement. The term “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in Chicago, Illinois and New York City are required or authorized by Applicable Law to be closed.
15 1006464010v2 The term “Ceding Company Domiciliary State” shall have the meaning specified in the Reinsurance Agreement. The term “Communications” shall have the meaning specified in Section 2(e) of this Agreement. The term “Corporate Action Instructions” shall have the meaning specified in Section 5(d) of this Agreement. The term “Depository” shall have the meaning specified in Section 6(d) of this Agreement. The term “Eligible Assets” shall mean cash and/or those investments of the type consistent with the requirements for authorized investments and admitted assets under the insurance laws in the Reinsurer Domiciliary State denominated in U.S. dollars; provided, that (i) each such investment that is a security is issued by an institution that is not the Grantor, the Beneficiary or an Affiliate of either the Grantor or the Beneficiary and (ii) such investments comply with the Investment Guidelines; provided, further, following the occurrence of a FMV Trigger Event, such assets shall also meet all requirements under the insurance laws of the Ceding Company Domiciliary State with respect to providing Reserve Credit to the Beneficiary. The term “Fair Market Value” shall have the meaning specified in the Reinsurance Agreement. The term “FMV Triggering Event” shall have the meaning specified in the Reinsurance Agreement. The term “FMV Triggering Event Certification” shall have the meaning specified in Section 9(a) of this Agreement. The term “Governmental Entity” means any domestic or foreign court or governmental authority or agency or any self-regulatory body. The term “Grantor” shall have the meaning specified in the preamble. The term “Grantor Authorized Officers” shall mean any two of the following officers: the President, Chief Financial Officer, Treasurer, Assistant Treasurer, any Executive Vice President or any Senior Vice President of the Grantor. The term “Grantor Withdrawal Notice” shall have the meaning specified in Section 2(b) of this Agreement. The term “Income” shall have the meaning specified in Section 4 of this Agreement. The term “Income Account” shall have the meaning specified in Section 4 of this Agreement.
16 1006464010v2 The term “Instructions” shall mean instructions, directions or other communications actually received by the Trustee in hard copy, by Electronic Methods or other method or system specified by the Trustee as available for use in connection with the services hereunder. The term “Investment Guidelines” shall have the meaning specified in the Reinsurance Agreement. The term “Investment Manager” shall have the meaning specified in Section 3(b) of this Agreement. The term “Investment Order” shall have the meaning specified in Section 3(e) of this Agreement. The term “Notice of Cure of FMV Triggering Event” shall have the meaning specified in Section 9(a) of this Agreement. The term “Notice of Intention” shall have the meaning specified in Section 10(a) of this Agreement. The term “Notice of Minimum Balance” shall have the meaning specified in Section 10(a) of this Agreement. The term “Person” shall mean any individual, corporation, partnership, firm, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, governmental, judicial or regulatory body, business unit, division or other entity. The term “Proposed Date” shall have the meaning specified in Section 10(a) of this Agreement. The term “Qualified United States Financial Institution” shall have the meaning specified in Section 624.610(5)(b) of the Florida Insurance Code. The term “Quarterly Statement” shall have the meaning specified in Section 6(a) of this Agreement. The term “Reinsurance Agreement” shall have the meaning specified in the recitals. The term “Reinsured Policy” shall have the meaning specified in the Reinsurance Agreement. The term “Reinsurer Domiciliary State” shall have the meaning specified in the Reinsurance Agreement. The term “Required Balance” shall have the meaning specified in the Reinsurance Agreement.
17 1006464010v2 The term “Reserve Credit” shall have the meaning specified in the Reinsurance Agreement. The term “Statutory Book Value” shall have the meaning specified in the Reinsurance Agreement. The term “Terminal Settlement” shall have the meaning specified in the Reinsurance Agreement. The term “Termination Date” shall have the meaning specified in Section 10(b) of this Agreement. The term “Termination Notice” shall have the meaning specified in Section 10(b) of this Agreement. The term “Trust Account” shall have the meaning specified in the recitals. The term “Trustee” shall have the meaning specified in the preamble. The term “Withdrawal Notice” shall have the meaning specified in Section 2(c) of this Agreement. The term “Withdrawing Party” shall have the meaning specified in Section 2(c) of this Agreement. Section 12. Reliance on Instructions. (a) Except as otherwise expressly provided in this Agreement, any statement, certificate, notice, request, consent, approval or other instrument to be delivered or furnished by the Grantor, its designated Investment Manager or the Beneficiary shall be sufficiently executed if executed by an Authorized Person or by agents and attorneys-in-fact acting under written authority furnished to the Trustee by the Grantor, its designated Investment Manager or the Beneficiary, and the Trustee is authorized to follow and rely upon all Instructions, including, without limitation, Instructions given by letter or by e-mail, facsimile and other similar electronic methods (“Electronic Methods”) if the Trustee reasonably believes such Instructions to be genuine and to have been signed, sent or presented by the proper party or parties. The Trustee shall not incur any liability (i) resulting from actions taken by the Trustee in reliance in good faith on such Instructions; (ii) in executing Instructions (A) from any Authorized Person that is delivered prior to receipt by it of a more current certificate of Authorized Persons removing such prior Authorized Person or (B) from any agent or attorney-in-fact of the Grantor, any Investment Manager or the Beneficiary that are delivered prior to receipt by it of notice of the revocation of the written authority of such agent or attorney-in-fact to act on behalf of such Party. Each of the Grantor and the Beneficiary acknowledges and agrees that (x) it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee, and that there may be more secure methods of transmitting Instructions than the method selected by the sender; (y) that the security procedures, if any, to be followed in connection with a transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and that it shall
18 1006464010v2 notify the Trustee promptly upon learning of any unauthorized use of authorization codes, passwords and/or authentication keys issued by the Trustee. (b) Each of the Grantor and the Beneficiary hereby authorize the Trustee to rely upon and comply with Instructions and directions, including funds transfer Instructions and Corporate Action Instructions, sent by S.W.I.F.T, e-mail, facsimile and other similar secure electronic transmissions containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee (“Secure Platform”), or another method or system specified by the Trustee as available for use in connection with its services hereunder by Persons reasonably believed by the Trustee to be authorized to give Instructions and directions on behalf of the Grantor and/or the Beneficiary, as the case may be. If the Grantor or Beneficiary elect to transmit Instructions (including Corporate Action Instructions) through an on-line communication system electronic platform offered by the Trustee or an Affiliate of the Trustee, such access to and use thereof shall be subject to any the terms and conditions contained in a separate written agreement. The Grantor and Beneficiary shall each be responsible for requesting access to any such electronic platform and completing the documentation required for such access and nothing herein shall obligate the Trustee to ensure any such access. Should the Grantor or Beneficiary fail to, or elect not to, avail itself of such access, neither the Trustee nor any Affiliate of the Trustee accepts any responsibility whatsoever for any Losses arising as a result of the lack of such access in connection with its services under this Agreement. If the Grantor or Beneficiary elect (with the Trustee’s prior consent) to transmit Instructions through an on-line communications service owned or operated by a third party, the Grantor and Beneficiary, as applicable, agrees that the Trustee shall not be responsible or liable for the reliability or availability of any such service. Except as set forth below with respect to funds transfers, the Trustee shall have no duty or obligation to verify or confirm that the Person who sent such Instructions or directions is, in fact, a Person authorized to give Instructions or directions on behalf of the Grantor and/or the Beneficiary (other than to verify that the signature on a facsimile is the signature of a Person authorized to give Instructions and directions on behalf of such party); and the Trustee shall have no liability for any Losses incurred or sustained by the Grantor and/or the Beneficiary as a result of such reliance upon or compliance with such Instructions or directions. Each of the Grantor and the Beneficiary agrees to assume all risks arising out of the use of Electronic Methods to submit Instructions to the Trustee, including the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties. (c) With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply unless a Secure Platform is utilized to send Instructions or an alternative authentication method is selected by the Grantor or Beneficiary, as applicable: a payment Instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the Person initiating the funds transfer request. If the name is listed as an Authorized Person on the relevant account, the Trustee will confirm the Instructions by telephone call to any Person listed as an Authorized Person on the account, who may be the same Person who initiated the instruction. When calling back, the Trustee will request from the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the Trustee’s records as an Authorized Person, the Trustee will confirm the Instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Where the Agreement contemplates joint payment Instructions from the Grantor and Beneficiary,
19 1006464010v2 the Trustee shall call back both the Grantor and Beneficiary. Each of the Grantor and Beneficiary acknowledges that Trustee has offered such Grantor and Beneficiary other security procedures that are more secure and are commercially reasonable for such Grantor and Beneficiary, and that such Grantor and Beneficiary has nonetheless chosen the procedure described in this paragraph. Each of the Grantor and the Beneficiary agrees to be bound by any payment order issued in its name, whether or not authorized, that is accepted by the Trustee in accordance with the above procedures. When instructed to credit or pay a party by both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or account number), the Trustee, and any other bank participating in the funds transfer, may rely solely on the unique identifier, even if it identifies a party different than the party named. This applies to beneficiaries as well as any intermediary bank. Each of the Grantor and Beneficiary agrees to be bound by the rules of any funds transfer network used in connection with any payment order accepted by the Trustee hereunder. Payment of a funds transfer will be made by the Trustee within three (3) Business Days after Trustee’s verification of Instructions as set forth above, provided, however, that the Trustee shall not be obligated to act on any Instruction that it is unable to so verify. Notwithstanding any revocation, cancellation or amendment of a payment Instruction, any action taken by the Trustee pursuant to verified Instructions prior to the Trustee’s actual receipt and acknowledgement of a notice of revocation, cancellation or amendment, shall not be affected by such notice. Section 13. Governing Law. This Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. Section 14. Jurisdiction; Enforcement. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the United States or any state court, which in either case is located in the City of New York (each, a “New York Court”), for purposes of enforcing this Agreement or determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the parties hereto from removing any matter from one New York Court to another New York Court. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in
20 1006464010v2 connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 14, constitute good, proper and sufficient service thereof. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13. Section 14. Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following respective addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section 14.) (a) if to the Beneficiary: American Heritage Life Insurance Company 1776 American Heritage Life Drive Jacksonville, FL 32224 Attention: Mekka Drew; Kurt Valentine E:mail: [email protected]; [email protected] with a copy to: Investments & Business Transactions Law Allstate Insurance Company 2775 Sanders Road Northbrook, IL 60062 Email: [email protected] with a copy (which shall not constitute notice) to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Attention: John M. Schwolsky
21 1006464010v2 Howard Block Email: [email protected] [email protected] (b) if to the Grantor: Allstate Life Insurance Company 3100 Sanders Road, Suite 303 Northbrook, IL 60062 Attention: Angela Fontana E-mail: [email protected] with copies (which shall not constitute notice) to: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention: Nicholas F. Potter Marilyn A. Lion Email: [email protected] [email protected] (c) if to the Trustee: The Bank of New York Mellon 240 Greenwich Street Mailstop: 101-0700 New York, New York 10286 Attention: Insurance Trust Group Facsimile: (732) 667-9536 or at such other address for a party hereto as such party may hereafter specify for the purpose by notice to the other party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. Section 15. Shareholder Communications Act. With respect to securities issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires Trustee to disclose to the issuers, upon their request, the name, address and securities position of its customers who are (a) the “beneficial owners” (as defined in the Act) of the issuer’s securities, if the beneficial owner does not object to such disclosure, or (b) acting as a “respondent bank” (as defined in the Act) with respect to the
22 1006464010v2 securities. (Under the Act, “respondent banks” do not have the option of objecting to such disclosure upon the issuers’ request.) The Act defines a “beneficial owner” as any person who has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a “respondent bank” as any bank, association or other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as Trustee. Under the Act, Grantor is either the “beneficial owner” or a “respondent bank.” [X] Grantor is the “beneficial owner,” as defined in the Act, of the securities to be held by Trustee hereunder. [ ] Grantor is not the beneficial owner of the securities to be held by Trustee, but is acting as a “respondent bank,” as defined in the Act, with respect to the securities to be held by Trustee hereunder. IF NO BOX IS CHECKED, TRUSTEE SHALL ASSUME THAT GRANTOR IS THE BENEFICIAL OWNER OF THE SECURITIES. For beneficial owners of the securities only: [ ] Grantor objects [X] Grantor does not object to the disclosure of its name, address and securities position to any issuer which requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and Grantor. IF NO BOX IS CHECKED, TRUSTEE SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY WRITTEN INSTRUCTION FROM THE GRANTOR. Section 16. Specific Performance. The Grantor and the Beneficiary agree that irreparable damage would occur and that, as between themselves, the Grantor and the Beneficiary would not have any adequate remedy at law in the event that any provision of this Trust Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such failure to perform or breach. It is accordingly agreed that, without posting bond or other undertaking, each of the Grantor and the Beneficiary shall be entitled to injunctive or other equitable relief to prevent breaches of this Trust Agreement by the Beneficiary the Grantor and to enforce specifically the terms and provisions of this Trust Agreement in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In the event that any such action is brought in equity to enforce the provisions of this Trust Agreement, none of the Grantor and the Beneficiary party will allege, and each of the Grantor and the Beneficiary hereby waives the defense or counterclaim, that there is an adequate remedy at law. The Grantor and the Beneficiary further agree that (a) by seeking any remedy provided for in this Section 16, a party shall not in any respect waive its right to seek any other form of relief that may be available to such Party under this Trust Agreement, and (b) nothing contained in this Section 16 shall require any Party to institute any action for (or limit such Party’s right to institute any action for) specific performance under this Section 16 before exercising any other right under this Trust Agreement.
23 1006464010v2 Section 17. Successors and Assigns; No Third-Party Beneficiaries. (a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and legal representatives. Unless otherwise provided herein, neither this Agreement nor any right or obligation hereunder may be assigned by any party (in whole or in part) without the prior written consent of the other parties hereto. (b) Except as otherwise expressly set forth in any provision of this Agreement, nothing in this Agreement is intended or shall be construed to give any Person, other than the parties, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Section 18. Entire Agreement. This Agreement, together with the Exhibits referred to herein and the agreements referenced herein, contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements, written or oral, with respect thereto. Section 19. Interpretation. For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. The term “including” means “including but not limited to.” The word “or” shall not be exclusive. Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders. All references herein to Articles, Sections, Subsections, Paragraphs and Exhibits shall be deemed references to Articles and Sections and Subsections and Paragraphs of, and Exhibits to, this Agreement unless the context shall otherwise require. Any reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such statute, agreement, document or section as amended, modified or supplemented (including any successor section) and in effect from time to time. All terms defined in this Agreement shall have the defined meaning when used in any Exhibit, Schedule, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise defined therein. The parties intend that the terms of this Agreement shall, to the fullest extent possible, be interpreted and applied consistently with the terms of the Reinsurance Agreement. The parties acknowledge and agree that, except as specifically provided herein, they may pursue judicial remedies at law or in equity in the event of a dispute with respect to the interpretation or construction of this Agreement. This Agreement shall be interpreted and enforced in accordance with the provisions hereof without the aid of any canon, custom or rule of law requiring or suggesting constitution against the party causing the drafting of the provision in question. Section 20. Headings.
24 1006464010v2 The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement. Section 21. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties, or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party on exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and, unless provided otherwise in this Agreement or the Reinsurance Agreement, are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. Section 22. Severability. Any term or provision of this Agreement that is determined by a court of competent jurisdiction to be inoperative or unenforceable for any reason shall, as to that jurisdiction, be ineffective solely to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. If any provision of this Agreement is determined by a court of competent jurisdiction to be so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable. Section 23. Information Sharing. The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its Affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may (i) centralize in one or more Affiliates and subsidiaries certain activities (the “Centralized Functions”), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding Grantor and Beneficiary (which, for purposes of this provision, includes the name and business contact information for the Grantor and Beneficiary’s employees and representatives) and the accounts established pursuant to this Agreement (“Grantor and Beneficiary Information”) and (ii) use third-party service providers to store, maintain and process Grantor and Beneficiary Information (“Outsourced Functions”). Notwithstanding anything to the contrary contained elsewhere in this Agreement and solely in connection with the Centralized Functions and/or Outsourced Functions, Grantor and Beneficiary consent to the disclosure of, and authorize BNY Mellon to disclose, Grantor and Beneficiary Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third-party service providers, including, without limitation, Subcustodians (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Grantor and Beneficiary Information. Nothing contained herein shall be deemed to prevent BNY
25 1006464010v2 Mellon from including certain information related to securities holdings and securities transactions in certain internally compiled blind or aggregated data which is intended to be used solely for internal purposes; provided that such information is used without any attribution to Grantor or Beneficiary, either directly or indirectly by implication. Grantor and Beneficiary represent that Grantor and Beneficiary are authorized to consent to the foregoing and that the disclosure of Grantor and Beneficiary Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. Grantor and Beneficiary also consent to the disclosure of Grantor and Beneficiary Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law. Section 24. USA PATRIOT Act. The Grantor and the Beneficiary hereby acknowledges that the Trustee is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001, 18 USCA § 1 nt. (2008), and its implementing regulations, pursuant to which the Trustee must obtain, verify and record information that allows the Trustee to identify the Grantor and the Beneficiary. Accordingly, prior to opening an account hereunder, the Trustee shall ask the Grantor and the Beneficiary to provide certain information including the Grantor’s and the Beneficiary’s name, physical address, tax identification number and other information that shall help the Trustee to identify and verify the Grantor’s and the Beneficiary’s identity such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each of the Grantor and the Beneficiary agrees that the Trustee cannot open an account hereunder unless and until the Trustee verifies the Grantor’s and the Beneficiary’s identity in accordance with the Trustee’s CIP. Section 25. Sanctions. (a) Throughout the term of this Agreement, the Grantor and Beneficiary: (i) will have in place and will implement policies and procedures designed to prevent violations of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to its clients and with respect to incoming or outgoing assets or transactions relating to this Agreement; (ii) shall ensure that neither the Grantor or Beneficiary nor any of its Affiliates, directors, officers, employees is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the target of Sanctions; or (B) located, organized or resident in a country or territory that is, or whose government is, the target of Sanctions; and (iii) shall not, directly or indirectly, use the services and/or Trust Accounts in any manner that would result in a violation by the Grantor or Beneficiary of Sanctions. (b) The Grantor and Beneficiary will promptly provide to the Trustee such information as the Trustee reasonably requests in connection with the matters referenced in this Section 25, including information regarding the Grantor or the Beneficiary, the Trust Accounts, the assets in relation to which services are to be provided and the source thereof, and the identity of any individual or entity having or claiming an interest therein. The Trustee may decline to act or provide services in respect of any Trust Account, and take such other actions as it, in its
26 1006464010v2 reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 25. If the Trustee declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable Law or official request, the Trustee will inform the Grantor and Beneficiary as soon as reasonably practicable. Section 26. Execution in Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto. Each counterpart may be delivered by facsimile or electronic mail transmission, which transmission shall be deemed delivery of an originally executed document. [Remainder of page intentionally left blank. Signature pages follow.]
27 1006464010v2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written. ALLSTATE LIFE INSURANCE COMPANY By: Name: Title: AMERICAN HERITAGE LIFE INSURANCE COMPANY By: Name: Title: THE BANK OF NEW YORK MELLON, as trustee By: Name: Title:
1006464010v2 EXHIBIT A INITIAL TRANSFERRED ASSETS Cusip Ticket Asset Statement Value Market Value Accrued Interest 606822BJ2 AL0000684167 MITSUBISHI UFJ FINANCIAL GROUP INC 2,500,000 2,635,085 8,364 606822BJ2 AL0000748233 MITSUBISHI UFJ FINANCIAL GROUP INC 2,500,000 2,635,085 8,364 25243YAZ2 AL0000748240 DIAGEO CAPITAL PLC 2,493,494 2,819,825 27,717 46647PAR7 AL0000795273 JPMORGAN CHASE & CO 2,000,000 2,234,870 28,480 200340AT4 AL0000613541 COMERICA INCORPORATED 1,994,217 2,282,494 6,667 20825CAX2 AL0000936190 CONOCOPHILLIPS 1,990,395 2,303,010 3,822 373298BP2 XFER58248- 1001-X00 GEORGIA-PACIFIC CORP 1,887,348 2,620,126 36,250 10373QAD2 AL0000795015 BP CAPITAL MARKETS AMERICA INC. 1,500,000 1,606,014 3,948 53944YAF0 AL0000795270 LLOYDS BANKING GROUP PLC 1,499,502 1,664,001 20,952 06051GHL6 AL0000795414 BANK OF AMERICA CORP 1,165,000 1,232,909 4,752 89236TEW1 AL0000795267 TOYOTA MOTOR CREDIT CORP 1,158,505 1,255,487 15,009 10373QAW0 AL0000794673 BP CAPITAL MARKETS AMERICA INC. 1,049,519 1,107,654 8,723 751212AC5 AL0000795416 RALPH LAUREN CORP 1,047,032 1,150,722 18,156 86562MBC3 AL0000748230 SUMITOMO MITSUI FINANCIAL GROUP IN 1,000,000 1,122,863 4,601 86562MBC3 AL0000748241 SUMITOMO MITSUI FINANCIAL GROUP IN 1,000,000 1,122,863 4,601 892331AF6 AL0000794973 TOYOTA MOTOR CORPORATION 1,000,000 1,046,829 3,865 06367WMQ3 AL0000794969 BANK OF MONTREAL 999,921 1,049,405 4,375 976656CL0 AL0000795172 WISCONSIN ELECTRIC POWER COMPANY 999,876 1,039,254 4,328 91324PDR0 AL0000794974 UNITEDHEALTH GROUP INC 999,854 1,047,345 1,056
1006464010v2 20034DJA8 AL0000795510 COMERICA BANK 999,463 1,048,580 2,639 24422EUX5 AL0000795083 JOHN DEERE CAPITAL CORP 999,097 1,049,780 12,567 606822AV6 AL0000748244 MITSUBISHI UFJ FINANCIAL GROUP INC 994,658 1,121,263 19,695 718172CH0 AL0000795643 PHILIP MORRIS INTERNATIONAL INC ABS 797,633 844,159 7,667 718172CH0 AL0000795642 PHILIP MORRIS INTERNATIONAL INC ABS 794,030 839,938 7,628 606822AU8 AL0000795193 MITSUBISHI UFJ FINANCIAL GROUP INC 780,000 847,974 14,648 79466LAE4 AL0000795132 SALESFORCE.COM INC. 779,849 813,329 9,858 06051GHR3 AL0000795512 BANK OF AMERICA CORP 775,000 824,532 12,358 25243YAY5 AL0000795478 DIAGEO CAPITAL PLC 774,326 820,010 12,282 91324PDN9 AL0000794946 UNITEDHEALTH GROUP INC 765,027 846,803 5,983 05964HAG0 AL0000795266 BANCO SANTANDER SA 750,000 787,603 11,143 61744YAQ1 AL0000795547 MORGAN STANLEY 750,000 786,953 9,887 377372AM9 AL0000795480 GLAXOSMITHKLINE CAPITAL PLC 747,230 818,925 8,005 06051GGZ6 AL0000794979 BANK OF AMERICA CORP 719,000 768,200 2,555 88032WAN6 AL0000795167 TENCENT HOLDINGS LTD 386,899 424,334 5,982
1006464010v2 EXHIBIT B-1 FORM OF BENEFICIARY WITHDRAWAL NOTICE From: American Heritage Life Insurance Company (“Beneficiary”) To: The Bank of New York Mellon (the “Trustee”) 1 Date: [ ] Re: Trust Agreement dated as of November 1, 2021, among Allstate Life Insurance Company (“Grantor”), the Beneficiary, and the Trustee (as amended, modified or supplemented from time to time, the “Trust Agreement”) Ladies and Gentlemen: We hereby give you notice pursuant to Section 2(a) of the Trust Agreement that the Beneficiary is entitled to withdraw the [sum of $_________] [following Assets] from the Trust Account for the purposes permitted under Section 2(a) of the Trust Agreement. [Specify list of Assets to be withdrawn]. Payment or delivery should be made to [Insert account information] by the following method: [Describe method of cash transfer or Assets to be withdrawn and delivery instructions]. Yours faithfully, American Heritage Life Insurance Company By: _________________________ Name: Title: By: _________________________ Name: Title: 1 So long as no FMV Triggering Event has occurred, this Beneficiary Withdrawal Notice should also be delivered to Grantor.
1 1006464010v2 EXHIBIT B-2 FORM OF GRANTOR WITHDRAWAL NOTICE From: Allstate Life Insurance Company (“Grantor”) To: The Bank of New York Mellon (the “Trustee”) Date: [ ] Re: Trust Agreement dated as of November 1, 2021, among the Grantor, American Heritage Life Insurance Company (“Beneficiary”) and the Trustee (as amended, modified or supplemented from time to time, the “Trust Agreement”) Ladies and Gentlemen: We hereby give you notice pursuant to Section 2(b) of the Trust Agreement that the Grantor is entitled to withdraw the [sum of $_________] [following Assets] from the Trust Account for the purposes permitted under Section 2(b) of the Trust Agreement: [Specify list of Assets to be withdrawn]. The Grantor hereby certifies to the Trustee and the Beneficiary that (a) the [Statutory Book Value][Fair Market Value] of the Assets held in the Trust Account following such withdrawal will not be less than the Required Balance as of the last day of the most recent calendar quarter [and (b) the ratio of the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account to the Fair Market Value of such Eligible Assets will not increase as a result of such withdrawal other than de minimis increases associated with the withdrawal of cash or cash equivalents.]. Payment or delivery should be made to [Insert account information] by the following method: [Describe method of cash transfer or Assets to be withdrawn and delivery instructions]. We hereby certify that the requirements of Section 2(b) of the Trust Agreement have been satisfied. Yours faithfully, Allstate Life Insurance Company By: __________________________ Name: Title:
2 1006464010v2 [Following an FMV Triggering Event: Approved: American Heritage Life Insurance Company By:________________________ Name: Title: By:________________________ Name: Title:]
1 1006464010v2 EXHIBIT C FORM OF FMV TRIGGERING EVENT CERTIFICATION From: American Heritage Life Insurance Company (“Beneficiary”) To: Allstate Life Insurance Company (“Grantor”) The Bank of New York Mellon (“Trustee”) Date: [ ] Re: FMV Triggering Event Ladies and Gentlemen: We are writing in connection with the Trust Agreement dated as of November 1, 2021, among the Grantor, the Beneficiary and the Trustee (as amended, modified or supplemented from time to time, the “Trust Agreement”). Capitalized terms used in this letter but not defined herein shall have their respective meanings in the Trust Agreement. We hereby certify to you pursuant to Section 9(a) of the Trust Agreement that a FMV Triggering Event is occurring and continuing as of the date hereof as follows: [Describe applicable FMV Triggering Event] This letter shall constitute a “FMV Triggering Event Certification” for purposes of Section 9(a) of the Trust Agreement. Yours faithfully, American Heritage Life Insurance Company By:________________________ Name: Title: By:________________________ Name: Title:
1 1006464010v2 EXHIBIT D FORM OF NOTICE OF CURE OF FMV TRIGGERING EVENT From: American Heritage Life Insurance Company (“Beneficiary”) To: Allstate Life Insurance Company (“Grantor”) The Bank of New York Mellon (“Trustee”) Date: [ ] Re: FMV Triggering Event under the Trust Agreement dated as of November 1, 2021, among the Grantor, the Beneficiary and the Trustee (as amended, modified or supplemented from time to time, the “Trust Agreement”) Ladies and Gentlemen: We make reference to our FMV Triggering Event Certification (as defined in the Trust Agreement) provided to the Trustee on [ ]. We hereby give you notice pursuant to Section 9(a) of the Trust Agreement that the FMV Triggering Event (as defined in the Trust Agreement) with respect to which such FMV Triggering Event Certification related is no longer continuing. From and after the date of this notice, without any further action on the part of the Beneficiary, the Grantor or the Trustee, the terms of Sections 2(a), 2(b) and 3(d) of the Trust Agreement shall again become effective and the terms of Sections 9(a)(i) – (iii) of the Trust Agreement shall be no longer effective until such time as you receive another FMV Triggering Event Certification. Yours faithfully, American Heritage Life Insurance Company By:________________________ Name: Title: By:________________________ Name: Title:
Exhibit 21
| Company Name | Domicile | ||||
| Everlake Private Fund I Holding, LLC | Delaware | ||||
| Everlake Private Fund I, LLC | Delaware | ||||
| ELIC Reinsurance Company | South Carolina | ||||
| Everlake Assignment Company | Nebraska | ||||
| Everlake Distributors, LLC | Delaware | ||||
| Everlake International Assignments, Ltd. | Delaware | ||||
| Everlake Settlement Corporation | Nebraska | ||||
| Everlake Assurance Company | Illinois | ||||
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-237708 on Form S-1 of our report dated March 29, 2022 relating to the financial statements and financial statement schedules of Everlake Life Insurance Company. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 30, 2022
POWER OF ATTORNEY
The undersigned Angela Fontana of Everlake Life Insurance Company (“Company”) constitutes and appoints Tyler (Doney) Largey and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Angela Fontana
Angela Fontana
Name
POWER OF ATTORNEY
The undersigned Bonnie Wasgatt of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Bonnie Wasgatt
Bonnie Wasgatt
Name
POWER OF ATTORNEY
The undersigned Tyler (Doney) Largey of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Tyler (Doney) Largey
Tyler (Doney) Largey
Name
POWER OF ATTORNEY
The undersigned Gilles Dellaert of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Gilles Dellaert
Gilles Dellaert
Name
POWER OF ATTORNEY
The undersigned Laurie Harris of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Laurie Harris
Laurie Harris
Name
POWER OF ATTORNEY
The undersigned Menes Chee of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Menes Chee
Menes Chee
Name
POWER OF ATTORNEY
The undersigned Michael Hovey of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Michael Hovey
Michael Hovey
Name
POWER OF ATTORNEY
The undersigned Susan Voss of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Ted Johnson, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Susan Voss
Susan Voss
Name
POWER OF ATTORNEY
The undersigned Ted Johnson of Everlake Life Insurance Company (“Company”) constitutes and appoints Angela Fontana and Tyler (Doney) Largey, each with full power to act alone, as their true and lawful attorney-in-fact and agent, in any and all capacities, to sign on behalf of the Company and any of its separate accounts, the registration statements identified below, and any amendments thereto, and in each case to file the same, with exhibits and other documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority as may be necessary or desirable. I hereby ratify and confirm each and every act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. My subsequent disability or incapacity shall not affect this Power of Attorney.
Registration Statements
Form S-1 Registration Statements and amendments thereto:
333-237708
333-237709
333-237710
333-237711
333-236809
333-236810
333-237706
333-237707
333-236836
Form N-4 Registration Statements and amendments thereto:
333-114560
333-114561
333-114562
333-102295
March 22, 2022
/s/Ted Johnson
Ted Johnson
Name
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