Common use of NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS Clause in Contracts

NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS. Purchaser shall prepare for mailing to each Contractholder that is resident in a state where Seller and Purchaser have obtained all required regulatory approvals for the assumption of the Policies, a notice substantially in the form attached hereto as Exhibit B (such option letters are hereinafter referred to as the "Contractholder Notices"). The Contractholder Notices shall be mailed by Purchaser to each such Contractholder, at the sole expense of Purchaser, on the date when all required regulatory approvals have been obtained for the assumption of each such Policy by Purchaser or as soon as practicable thereafter. Each Contractholder Notice shall be dated the date upon which it is mailed. Subject to regulatory requirements of the various states with respect to Contractholders resident in such states, Seller and Purchaser agree that a Contractholder will remain a Contractholder of Seller if a rejection of the assumption is delivered by such Contractholder to Seller or Purchaser prior to the expiration of the 30-day period which will commence on the date that the Contractholder Notice is sent to such Contractholder. Purchaser shall also prepare and mail certificates of assumption in the form attached hereto as Exhibit C (the "Certificates of Assumption"). Policies assumed by Purchaser hereunder as provided for above shall be deemed to have been assumed by novation and shall be defined herein as "Novated Contracts." Except as set forth below in this Article III, the assumption and novation of a Policy shall be effective upon the date specified in the Certficate of Assumption sent in respect of such Policy, which date shall be (i) if the Certificate of Assumption is mailed on or prior to the 25th day of any month, the first day of the second month following the month in which such certificate is mailed, and (ii) if the Certificate of Assumption is mailed after the 25th day of any month, the first day of the third month following the month in which such certificate is mailed. With respect to a Policy held by a Contractholder resident in a state where the regulatory requirements provide for a novation procedure different from the novation procedure set forth in the preceding sentence, the effective date of assumption and novation shall be as set forth in the Certificate of Assumption sent to such Contractholder, such notice to be prepared in accordance with such regulatory requirements. Notwithstanding the foregoing, the effective date of assumption and novation of a Policy that has Seller Separate Account Liabilities related thereto shall be no earlier than the date upon which the assets supporting such Seller Separate Account Liabilities are transferred to the Purchaser New Separate Account. Purchaser shall be the successor to Seller under the Novated Contracts as if the Novated Contracts were direct obligations originally issued by Purchaser. Purchaser shall be substituted in the place and stead of Seller, and each Contractholder under a Novated Contract shall be entitled to disregard Seller as a party thereto and treat Purchaser as if it had been originally obligated thereunder. Each such Contractholder shall have the right to file claims arising under the Novated Contracts on or after the Assumption Date of such novation directly with Purchaser and shall have a direct right of action for Policy Liabilities reinsured thereunder against Purchaser, and Purchaser hereby consents to be subject to direct action taken by any Contractholder under a Novated Contract. Purchaser accepts and assumes the Novated Contracts subject to any and all defenses, setoffs and counterclaims to which Seller would be entitled in relation to the Policy Liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated hereby and that Purchaser shall be fully subrogated to all such defenses, setoffs and counterclaims. Seller and Purchaser agree that, where the regulatory requirements of a particular state provide for a novation procedure different from that set forth in this Article III, Policies owned by a Contractholder resident in such state will be novated in accordance with such procedure. In addition, notwithstanding the form of the Exhibits referred to above in this Article III, the parties agree that such Exhibits will be modified for use in the various states to the extent required to comply with local regulatory requirements or as agreed by the parties. As soon as practicable after the Closing Date, Purchaser shall, in lieu of providing a Contractholder Notice to owners of Policies issued thereafter, cause a rider substantially in the form attached hereto as Exhibit D to be provided to the Contractholder upon original issuance of each such Policy.

NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS. Purchaser LLANY shall prepare for mailing to each Contractholder that is resident in an option letter, including a state where Seller and Purchaser have obtained all required regulatory approvals for the assumption of the Policiesrejection form, a notice substantially in the form attached hereto as Exhibit B A-1 (such option letters are hereinafter referred to as the "Contractholder Notices"). The Contractholder Notices shall be mailed by Purchaser LLANY to each such Contractholder, at the sole expense of PurchaserLLANY, on the date when all required regulatory approvals have been obtained for the assumption of each such Policy Insurance Contract by Purchaser LLANY or as soon as practicable thereafter. Each Contractholder Notice shall be dated the date upon which it is mailed. Subject to regulatory requirements of the various states with respect to Contractholders resident in such states, Seller and Purchaser LLANY agree that a Contractholder will remain a Contractholder of Seller if a rejection of the assumption is delivered by such Contractholder to Seller or Purchaser LLANY prior to the later of (i) the expiration of the 30-day period which will commence on the date that the Contractholder Notice is sent to such Contractholder or (ii) with respect to active Insurance Contracts under which regular periodic deposits are being made, the date of the next deposit under the relevant Insurance Contract. In the event of such rejection, Certificateholder Notices will not be sent to Certificateholders under the Insurance Contracts held by such Contractholder (as otherwise provided for below) and such Certificateholders will remain as Certificateholders of Seller. Following the expiration of the rejection period referred to above (or, if earlier, following the receipt of any affirmative consent from a Contractholder), LLANY shall prepare for mailing to each Certificateholder under the applicable Insurance Contracts who is a resident of New York at the time of mailing an option letter, including a rejection form, substantially in the form attached hereto as Exhibit A-2. Purchaser LLANY shall also prepare for mailing to each Certificateholder under the applicable Insurance Contracts who is not a resident of New York at the time of the mailing an option letter, including an affirmative consent form, substantially in the form attached hereto as Exhibit A-3. The option letters, rejection forms and affirmative consent forms to be mailed to Certificateholders in accordance with the foregoing are referred to herein as the "Certificateholder Notices." The Certificateholder Notices shall be mailed promptly by LLANY to each such Certificateholder, at the sole expense of LLANY. Each Certificateholder Notice will be dated the date upon which it is mailed. Seller and LLANY agree that a Certificateholder will remain a Certificateholder of Seller if a rejection of the assumption is delivered by such Certificateholder to Seller or LLANY prior to the later of (i) the expiration of the 30-day period which will commence on the date that the Certificateholder Notice is sent to such Certificateholder or (ii) with respect to active Insurance Contracts under which regular periodic deposits are being made, the date of the next deposit under the relevant Insurance Contract. If a rejection of the assumption is not delivered by a Certificateholder as described in the preceding sentence, such Certificateholder will become a Certificateholder of LLANY as described below; provided, however, that if an Inactive Certificateholder, prior to his taking action that indicates his acceptance of LLANY as the assuming insurer (e.g., by ---- making a request to LLANY for a contract loan, withdrawal, transfer or change in beneficiary, making a payment to LLANY with respect to a contract loan, or any similar action), objects to the transfer of his certificate to LLANY and requests in writing that his certificate revert to Seller, the certificate of such Inactive Certificateholder will promptly revert to Seller. LLANY shall also prepare and mail certificates of assumption in the form attached hereto as Exhibit C B-1 or B-2, as applicable (the "Certificates of Assumption"). Policies Insurance Contracts assumed by Purchaser LLANY hereunder as provided for above shall be deemed to have been assumed by novation and shall be defined herein as "Novated Contracts." Except as set forth below in this Article III, the assumption and effective date of novation of a Policy an Insurance Contract shall be the effective upon the date of novation specified in the Certficate of Assumption Certificateholder Notices sent in respect of such PolicyInsurance Contract, which date shall be (i) if the Certificate of Assumption is Certificateholder Notices are mailed on or prior to the 25th day of any month, the first day of the second month following the month in which such certificate is Certificateholder Notices are mailed, and (ii) if the Certificate of Assumption is Certificateholder Notices are mailed after the 25th day of any month, the first day of the third month following the month in which such certificate is Certificateholder Notices are mailed. With respect to a Policy held by a Contractholder resident in a state where the regulatory requirements provide for a novation procedure different from the novation procedure set forth in the preceding sentence, the effective date of assumption and novation shall be as set forth in the Certificate of Assumption sent to such Contractholder, such notice to be prepared in accordance with such regulatory requirements. Notwithstanding the foregoing, the effective date of assumption and novation of a Policy an Insurance Contract that has Seller Separate Account Liabilities related thereto shall be no earlier than the date upon which the assets supporting such Seller Separate Account Liabilities are transferred to the Purchaser New LLANY Separate Account. Purchaser LLANY shall be the successor to Seller under the Novated Contracts as if the Novated Contracts were direct obligations originally issued by PurchaserLLANY. Purchaser LLANY shall be substituted in the place and stead of Seller, and each Contractholder and Certificateholder under a Novated Contract shall be entitled to disregard Seller as a party thereto and treat Purchaser LLANY as if it had been originally obligated thereunder. Each such Contractholder and Certificateholder shall have the right to file claims arising under the Novated Contracts on or after the Assumption Date effective date of such novation directly with Purchaser LLANY and shall have a direct right of action for Policy Insurance Liabilities reinsured thereunder against PurchaserLLANY, and Purchaser LLANY hereby consents to be subject to direct action taken by any Contractholder or Certificateholder under a Novated Contract. Purchaser LLANY accepts and assumes the Novated Contracts subject to any and all defenses, setoffs and counterclaims to which Seller would be entitled in relation to the Policy Insurance Liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated hereby and that Purchaser LLANY shall be fully subrogated to all such defenses, setoffs and counterclaims. Seller and Purchaser agree that, where the regulatory requirements of a particular state provide for a novation procedure different from that set forth in this Article III, Policies owned by a Contractholder resident in such state will be novated in accordance with such procedure. In addition, notwithstanding the form of the Exhibits referred to above in this Article III, the parties agree that such Exhibits will be modified for use in the various states to the extent required to comply with local regulatory requirements or as agreed by the parties. As soon as practicable after the Closing Date, Purchaser shall, in lieu of providing a Contractholder Notice to owners of Policies issued thereafter, cause a rider substantially in the form attached hereto as Exhibit D to be provided to the Contractholder upon original issuance of each such Policy.

NOTICES; ASSUMPTION CERTIFICATES; NOVATIONS. Purchaser shall prepare for mailing to each Contractholder that is resident in a state where Seller and Purchaser have obtained all required regulatory approvals for the assumption of the PoliciesInsurance Contracts, an option letter, including a notice rejection form, substantially in the form attached hereto as Exhibit B A-1 (such option letters are hereinafter referred to as the "Contractholder Notices"). The Contractholder Notices shall be mailed by Purchaser to each such Contractholder, at the sole expense of Purchaser, on the date when all required regulatory approvals have been obtained for the assumption of each such Policy Insurance Contract by Purchaser or as soon as practicable thereafter. Each Contractholder Notice shall be dated the date upon which it is mailed. Subject to regulatory requirements of the various states with respect to Contractholders resident in such states, Seller and Purchaser agree that a Contractholder will remain a Contractholder of Seller if a rejection of the assumption is delivered by such Contractholder to Seller or Purchaser prior to the expiration of the 30-day period which will commence on the date that the Contractholder Notice is sent to such Contractholder. In the event of such rejection, Certificateholder Notices will not be sent to Certificateholders under the Insurance Contracts held by such Contractholder (as otherwise provided for below) and such Certificateholders will remain as Certificateholders of Seller. Following the expiration of the 30-day period referred to above (or, if earlier, following the receipt of any affirmative consent from a Contractholder), Purchaser shall prepare for mailing to each Certificateholder under the applicable Insurance Contracts an option letter, including a rejection form, substantially in the form attached hereto as Exhibit A-2 (such option letters are hereinafter referred to as the "Certificateholder Notices"). The Certificateholder Notices shall be mailed promptly by Purchaser to each such Certificateholder, at the sole expense of Purchaser. Each Certificateholder Notice will be dated the date upon which it is mailed. Subject to regulatory requirements of the various states with respect to Certificateholders resident in such states, Seller and Purchaser agree that a Certificateholder will remain a Certificateholder of Seller if a rejection of the assumption is delivered by such Certificateholder to Seller or Purchaser prior to the expiration of the 30-day period which will commence on the date that the Certificateholder Notice is sent to such Certificateholder. Seller and Purchaser agree further that, where the regulatory requirements of a particular state provide for a novation procedure different from that set forth in the preceding sentence, Insurance Contracts owned by a Certificateholder resident in such state will be novated in accordance with such procedure. Purchaser shall also prepare and mail certificates of assumption in the form attached hereto as Exhibit C B-1 or B-2, as applicable (the "Certificates of Assumption"). Policies Insurance Contracts assumed by Purchaser hereunder as provided for above shall be deemed to have been assumed by novation and shall be defined herein as "Novated Contracts." Except as set forth below in this Article III, the assumption and effective date of novation of a Policy an Insurance Contract shall be the effective upon the date of novation specified in the Certficate of Assumption Certificateholder Notices sent in respect of such PolicyInsurance Contract, which date shall be (i) if the Certificate of Assumption is Certificateholder Notices are mailed on or prior to the 25th day of any month, the first day of the second month following the month in which such certificate is Certificateholder Notices are mailed, and (ii) if the Certificate of Assumption is Certificateholder Notices are mailed after the 25th day of any month, the first day of the third month following the month in which such certificate is Certificateholder Notices are mailed. With respect to a Policy an Insurance Contract held by a Contractholder or Certificateholder resident in a state where the regulatory requirements provide for a novation procedure different from the novation procedure set forth in the preceding sentence, the effective date of assumption and novation Novation shall be as set forth in the Certificate of Assumption Notice sent to such ContractholderContractholder or Certificateholder, such notice Notice to be prepared in accordance with such regulatory requirements. Notwithstanding the foregoing, the effective date of assumption and novation of a Policy an Insurance Contract that has Seller Separate Account Liabilities related thereto shall be no earlier than the date upon which the assets supporting such Seller Separate Account Liabilities are transferred to the Purchaser New Separate Account. Purchaser shall be the successor to Seller under the Novated Contracts as if the Novated Contracts were direct obligations originally issued by Purchaser. Purchaser shall be substituted in the place and stead of Seller, and each Contractholder and Certificateholder under a Novated Contract shall be entitled to disregard Seller as a party thereto and treat Purchaser as if it had been originally obligated thereunder. Each such Contractholder and Certificateholder shall have the right to file claims arising under the Novated Contracts on or after the Assumption Date effective date of such novation directly with Purchaser and shall have a direct right of action for Policy Insurance Liabilities reinsured thereunder against Purchaser, and Purchaser hereby consents to be subject to direct action taken by any Contractholder or Certificateholder under a Novated Contract. Purchaser accepts and -5- assumes the Novated Contracts subject to any and all defenses, setoffs and counterclaims to which Seller would be entitled in relation to the Policy Insurance Liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Agreement or the consummation of the transactions contemplated hereby and that Purchaser shall be fully subrogated to all such defenses, setoffs and counterclaims. Seller and Purchaser agree that, where the regulatory requirements of a particular state provide for a novation procedure different from that set forth in this Article III, Policies Insurance Contracts owned by a Contractholder resident in such state will be novated in accordance with such procedure. In addition, notwithstanding the form of the Exhibits referred to above in this Article III, the parties agree that such Exhibits will be modified for use in the various states to the extent required to comply with local regulatory requirements or as agreed by the parties. As soon The parties generally intend to mail Notices and to seek consents as practicable after the Closing Date, Purchaser shall, described in lieu of providing a Contractholder Notice to owners of Policies issued thereafter, cause a rider substantially in the form attached hereto as Exhibit D to be provided to the Contractholder upon original issuance of each such PolicySchedule 3.01 hereto.