“Reinsured Liabilities” shall mean the applicable Quota Share of: # all liabilities of the ​ for contractual benefits arising under the express terms of the Reinsured Policies, including without limitation all claims, benefits, unearned premiums, periodic payments, claim expenses including litigation expenses, interest on claims or unearned premiums, amounts payable for returns or refunds of premium amounts, withdrawals, surrenders, guaranteed minimum death benefits, guaranteed minimum accumulation benefits, guaranteed minimum income or withdrawal benefits, incurred but not reported claims, pending claims and benefits (including death benefits, lump sum payments, waiver of premium benefits, annuitization payments, Supplementary Contracts, deferred payments, payments in respect of market value adjustments, rights to purchase additional coverage, paid-up additions, and any

“Reinsured Liabilities” shall mean the Quota Share of all liabilities arising from the Reinsured Policies, including # liabilities of the Ceding Company with respect to claims for benefits related to partial or full commutations of Reinsured Policies, partial surrenders, full surrenders, policy loans, withdrawals, death claims and annuitizations, and all other contractual benefits provided under the express terms of the Reinsured Policies, # liabilities of the Ceding Company for refund or returns of any gross premiums with respect to the Reinsured Policies under the express terms of the Reinsured Policies, # escheat or unclaimed property liabilities relating to the Reinsured Policies, but excluding any fines, interest, penalties or other payments arising as a result of a failure by the Ceding Company to timely pay such escheat or unclaimed property liabilities or other violation of applicable Law by the Ceding Company related to the Reinsured Policies, # liabilities of the Ceding Company for contractual benefits arising from any change to the terms of the Reinsured Policies that is permitted under [Section 2.02], # liabilities with respect to taxes to the extent relating to premiums collected in respect of the Reinsured Policies in the states that impose such taxes net of any premium tax charged to the policyholders under the Reinsured Policies, # guaranty fund assessments, with respect to any insurance company placed into supervision, rehabilitation, receivership or a similar proceeding after the Effective Time, payable by the Ceding Company to the extent relating to premiums received or accrued by the Ceding Company with respect to the Reinsured Policies and not offset against or deducted from premium taxes in respect of the Reinsured Policies, # commissions payable to Producers with respect to premiums received by the Ceding Company under the Reinsured Policies after the Effective Time, in each case as described in [Schedule III], # contractual liabilities under the Reinsured Policies subject to those Actions identified on [Schedule X] and payment obligations agreed to in the settlements with respect to such Actions, in each case, solely as described on [Schedule X] and reflected in the Statutory Basis Reserves as of the Effective Time, and # Permitted Ex-Gratia Payments; provided that annuitizations in respect of Reinsured Policies identified as “Block 4” policies on [Schedule IV] for the period from December 1, 2020 through December 31, 2020, shall not exceed $10,000,000.00.