Notwithstanding anything to the contrary contained herein, no Liens shall be permitted to exist, directly or indirectly, on # Pledged Equity or Residual Interests, other than Liens in favor of the Collateral Agent and Liens permitted by [Section 7.01(d), (e) or (cc)])])] (and, in the case of Equity Interests in the Warehouse Facility Entity, Liens securing Permitted Warehouse Indebtedness of the Warehouse Facility Entity), # Mortgage Loans, other than Liens in favor of the Collateral Agent and Liens permitted by [Section 7.01(d), (e), (n), (cc), (gg) or (hh)])])])])])] or # Mortgaged Property or REO Assets held by a Loan Party, in each case, other than Liens in favor of the Collateral Agent, Prior Liens and Permitted Encumbrances, or Liens permitted by [Section 7.01(d), (e), (l), (cc) or (hh)])])])])].

“DRB Procedures” means the Dispute Resolution Board Procedures attached hereto as [Exhibit CC] (with such changes thereto as contained in the version attached to the DRB Member Agreement).

if to the Administrative Agent, to [[Administrative Agent:Organization]], One Penns Way, New Castle, Delaware 19720, Attention of Agency Operations (Telecopy No. ​; Telephone No. ​; e‑mail ​, CC: ​);

(cc)“Performance Award” means, with respect to a Participant for a Performance Period, an Award under which the amount payable to the Participant (if any) is contingent on the achievement of pre-established Performance Targets during the Performance Period.

Tenant shall have the non-exclusive right, in common with others, to use the Common Area in conjunction with Tenant’s use of the Premises for the Permitted Use, and such use of the Common Area and Tenant’s use of the Premises shall be subject to the rules and regulations adopted by Landlord and attached hereto as [Exhibit F], together with such other reasonable and nondiscriminatory rules and regulations as are hereafter promulgated by Landlord in its sole and absolute discretion (the “Rules and Regulations”). Landlord shall enforce the Rules and Regulations in a non-discriminatory manner. Tenant shall and shall ensure that its contractors, subcontractors, employees, subtenants and invitees faithfully observe and comply with the Rules and Regulations. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or any agent, employee or invitee thereof of any of the Rules and Regulations.

We hereby consent to the use in this Post-Effective Amendment No. 11 to the Registration Statement on Form N-4, File No. ​ under the Securities Act of 1933 and Amendment No. 52 to the Registration Statement on Form N-4, File No. ​ under the Securities Act of 1940 of Separate Account VA CC of our report dated April 24, 2015 relating to the financial statements of Separate Account VA CC and to the use of our report dated April 28, 2015 with respect to the financial statements of Transamerica Premier Life Insurance Company, which appears in such Registration Statement. We also consent to the reference to us under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.

You will continue to be a participant in the PSEG 2004 Long-Term Incentive Plan as amended (“LTIP”). At the February 17, 2020 Organization and Compensation Committee (“O&CC”) meeting, it will be recommended that an LTIP grant of $1,360,000 be approved for you. This and any future LTIP grants will be in the form of 30% as Restricted Stock Units (“RSUs”) and 70% as Performance Share Units (“PSUs”). The number and form of LTIP grants recommended in any given year will appropriately reflect your responsibilities and ability to contribute to the long-term success of PSEG and is subject to the approval of the O&CC. All future grants under the LTIP will be subject to the terms of the LTIP and the related grant award agreements.

Vested Terminee Benefit: A Participant who qualifies as a Vested Terminee (as defined in Section 1.1(cc)) shall be entitled to a benefit (“Vested Terminee Benefit”) equal to his Accrued Benefit, commencing as of the first day of any calendar month coinciding with or next following the Participant’s 60th birthday. Such a Participant may elect to commence his Vested Terminee Benefit (excluding any Pre-[Section 409A] Benefit) as of the first day of any calendar month after he attains age 55 and preceding his 60th birthday, provided # that any election to commence the Participant’s Vested Terminee Benefit prior to his 60th birthday shall comply with the election rules set forth below and # that the Participant’s Vested Terminee Benefit, paid in the normal form, shall be reduced five-twelfths of one percent (5/12 of 1%) for each full month or portion thereof by which the commencement of the Vested Terminee Benefit precedes the Participant’s 60th birthday.

for so long as the Trust (or with respect to the Companion Loans, if such Companion Loan is deposited into another securitization, the trust fund under such other securitization) is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Depositor (or with respect to the Companion Loans, if such Companion Loan (or a portion thereof) is deposited into another securitization, the depositor of such securitization) and the Certificate Administrator with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information indicated on [Exhibit BB], [Exhibit CC] and [Exhibit DD] to the Pooling and Servicing Agreement, to the extent contemplated to be provided by the Seller, within the time periods set forth in the Pooling and Servicing Agreement; provided that, in connection with providing Additional Form 10-K Disclosure and the Seller’s reporting obligations under Item ​ of Regulation AB, upon reasonable request by the Seller, the ​ shall provide the Seller with a list of all parties to the Pooling and Servicing Agreement and any other Servicing Function Participant;

any representation or warranty made or deemed made by or on behalf of the Company or the Servicer, the Contributor or the Parent (collectively, the “Credit Risk Parties”) herein or in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, or other document (other than projections, forward-looking information, general economic data, industry information or information relating to third parties) furnished pursuant hereto or in connection herewith or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made (it being understood that the failure of a Portfolio Investment to satisfy the Eligibility Criteria after the date of its purchase shall not constitute a failure) and, other than in the case of any representation or warranty set forth in clauses (a), (b), (c), (f), (h), (j), (w), (z) or (cc) of Section 6.01, if such failure is capable of being remedied, such failure shall continue for a period of 30 days following the earlier of # receipt by such Credit Risk Party of written