Common use of Letter of Credit Provisions Clause in Contracts

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters of Credit (individually a “Letter of Credit” or collectively, the “Letters of Credit”) so as to avoid triggering THE COMPANY’s right of recapture under the ‘RECAPTURE’ section of this Agreement. If THE REINSURER elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., and d. of this ‘LETTER OF CREDIT PROVISIONS’ section and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., and g. of this ‘LETTER OF CREDIT PROVISIONS’ section. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements in order to permit THE COMPANY to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “Qualified Bank” (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANY; (IV) be issued on behalf of THE REINSURER as the “Applicant” and include such indication in a boxed area that states it is “For Internal Identification Purposes Only” (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s obligations thereunder; (V) be issued to THE COMPANY as “Beneficiary” and expressly indicate in the body of the Letter of Credit that the definition of the “Beneficiary” under the Letter of Credit includes any successor by operation of law of THE COMPANY, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANY; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “clean and unconditional” (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “evergreen clause” (meaning that the Letter of Credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY as Beneficiary at the notice address stipulated in Subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or the 2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 occurs. c. As used in Subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ section, the term “Qualified Bank” shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters of Credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; (V) is not a parent, subsidiary or affiliate of THE COMPANY or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawn.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITYRISK TRIGGER EVENT’ section and ‘INSOLVENCY’ sections of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters of Credit (individually a “Letter of Credit” or collectively, the “Letters of Credit”) so as to avoid triggering THE COMPANY’s right of recapture under the ‘RECAPTURE’ section of this Agreement. If THE REINSURER elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., and d. of this ‘LETTER OF CREDIT PROVISIONS’ section and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., and g. of this ‘LETTER OF CREDIT PROVISIONS’ section. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements in order to permit THE COMPANY to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “Qualified Bank” (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANY; (IV) be issued on behalf of THE REINSURER as the “Applicant” and include such indication in a boxed area that states it is “For Internal Identification Purposes Only” (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s obligations thereunder; (V) be issued to THE COMPANY as “Beneficiary” and expressly indicate in the body of the Letter of Credit that the definition of the “Beneficiary” under the Letter of Credit includes any successor by operation of law of THE COMPANY, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANY; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “clean and unconditional” (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “evergreen clause” (meaning that the Letter of Credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY as Beneficiary at the notice address stipulated in Subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or the 2007 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 occurs. c. As used in Subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ section, the term “Qualified Bank” shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters of Credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawn.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section last paragraph of Section 25 of this Agreement or under the circumstances described in the last paragraph of Section 10 of this Schedule A, AUSA may apply for, provide to PRUCO, and maintain during the entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from AUSA under this Agreement (individually a “Letter of Credit” or collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s PRUCO's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 20. If THE REINSURER AUSA elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements requirement of Arizona that must be complied with in order to permit THE COMPANY ensure that PRUCO is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYsubsection 30c. below); (IV) be issued on behalf of THE REINSURER AUSA as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY PRUCO as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section 30 not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or Arizona and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey Arizona will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection 11, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnAUSA.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section Section 10 of this AgreementSchedule A, THE REINSURER may apply for, provide to THE COMPANY, and provide tomaintain during the entire term of this Agreement, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from THE REINSURER under this Agreement (individually a “Letter of Credit” or collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s 's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 24. If THE REINSURER elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of Arizona that must be complied with in order to permit ensure that THE COMPANY is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYbelow ); (IV) be issued on behalf of THE REINSURER as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANY, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANY; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or Arizona and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey Arizona will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawn.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section last paragraph of Section 25 of this Agreement or under the circumstances described in the last paragraph of Section 10 of this Schedule A, AUSA may apply for, provide to PRUCO of NJ, and maintain during the entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from AUSA under this Agreement (individually a “Letter of Credit” or collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s PRUCO of NJ's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 20. If THE REINSURER AUSA elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements requirement of New Jersey and New York that must be complied with in order to permit THE COMPANY ensure that PRUCO of NJ is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYsubsection 30c. below); (IV) be issued on behalf of THE REINSURER AUSA as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY PRUCO of NJ as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO of NJ, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO of NJ; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO of NJ as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section 30 not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection 11, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO of NJ or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnAUSA.

Letter of Credit Provisions. a. Under ANNUITY & LIFE RE is obtaining, providing to PRUCO OF NJ, and maintaining during the circumstances described in the ‘TOTAL SECURITY’ section entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more the Letters of Credit (individually a “Letter of Credit” or collectively, in order to enable PRUCO OF NJ to take the “Letters of Credit”) so as to avoid triggering THE COMPANY’s right of recapture maximum credit for the risks ceded under the ‘RECAPTURE’ section of this AgreementAgreement on its statutory financial statements. If THE REINSURER elects to do soAs such, each of the Letters of Credit must individually satisfy the requirements of subsections Subsections 30 b., c., 30 c. and 30 d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., Subsections 30 e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ section30 f. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of New Jersey that must be complied with in order to permit THE COMPANY ensure that PRUCO OF NJ is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements, given that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of New Jersey. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “Qualified Bank” (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYsubsection 30c. below); (IV) be issued on behalf of THE REINSURER ANNUITY & LIFE RE as the “Applicant” and include such indication in a boxed area that states it is “For Internal Identification Purposes Only” (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s obligations thereunder; (V) be issued to THE COMPANY PRUCO OF NJ as “Beneficiary” and expressly indicate in the body of the Letter of Credit that the definition of the “Beneficiary” under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO OF NJ, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO OF NJ; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “clean and unconditional” (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “evergreen clause” (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO OF NJ as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section 30 not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection 30 b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionabove, the term “Qualified Bank” shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO OF NJ or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard ANNUITY & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnLIFE RE.

Letter of Credit Provisions. a. Under Xxxxx xxx circumstances described in the last paragraph of Section 25 of this Agreement or under the circumstances described in the ‘TOTAL SECURITY’ section last paragraph of Section 10 of this Schedule A, TOLIC may apply for, provide to PRUCO, and maintain during the entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from TOLIC under this Agreement (individually a “Letter of Credit” or collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s PRUCO's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 20. If THE REINSURER TOLIC elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements requirement of Arizona that must be complied with in order to permit THE COMPANY ensure that PRUCO is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYbelow); (IV) be issued on behalf of THE REINSURER TOLIC as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY PRUCO as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain IX)contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or Arizona and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey Arizona will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection 11, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnTOLIC.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section Section 13 of this Agreement, THE REINSURER may apply for, for and provide to, to THE COMPANY one or more Letters letters of Credit credit (individually a “Letter of Credit” or collectively, the “Letters of Credit”) so as to avoid triggering THE COMPANY’s right of recapture under the ‘RECAPTURE’ section Section 21 of this Agreement. If THE REINSURER elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of New Jersey that must be complied with in order to permit ensure that THE COMPANY is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “Qualified Bank” (as defined in Subsection subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ sectionbelow) that is reasonably acceptable to THE COMPANY; (IV) be issued on behalf of THE REINSURER as the “Applicant” and include such indication in a boxed area that states it is “For Internal Identification Purposes Only” (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s obligations thereunder; (V) be issued to THE COMPANY as “Beneficiary” and expressly indicate in the body of the Letter of Credit that the definition of the “Beneficiary” under the Letter of Credit includes any successor of THE COMPANY by operation of law of THE COMPANYlaw, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANY; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “clean and unconditional” (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “evergreen clause” (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection, the term “Qualified Bank” shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawn.

Letter of Credit Provisions. a. Under ANNUITY & LIFE RE is obtaining, providing to PRUCO OF NJ, and maintaining during the circumstances described in the ‘TOTAL SECURITY’ section entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more the Letters of Credit (individually a “Letter of Credit” or collectively, in order to enable PRUCO OF NJ to take the “Letters of Credit”) so as to avoid triggering THE COMPANY’s right of recapture maximum credit for the risks ceded under the ‘RECAPTURE’ section of this AgreementAgreement on its statutory financial statements. If THE REINSURER elects to do soAs such, each of the Letters of Credit must individually satisfy the requirements of subsections Subsections 30 b., c., 30 c. and 30 d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., Subsections 30 e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ section30 f. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of New Jersey that must be complied with in order to permit THE COMPANY ensure that PRUCO OF NJ is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements, given that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of New Jersey. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYsubsection 30c. below); (IV) be issued on behalf of THE REINSURER ANNUITY & LIFE RE as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY PRUCO OF NJ as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO OF NJ, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO OF NJ; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO OF NJ as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section 30 not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection 30 b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionabove, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO OF NJ or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard ANNUITY & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnLIFE RE.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section last paragraph of Section 23 of this AgreementAgreement or under the circumstances described in Section 12 of this Schedule A, THE REINSURER may apply for, provide to THE COMPANY, and provide tomaintain during the entire term of this Agreement, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from THE REINSURER under this Agreement (individually individually, a “"Letter of Credit” or " and collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s 's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 20. If THE REINSURER elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., b. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section c. below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., d. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectione. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements of New Jersey that must be complied with in order to permit ensure that THE COMPANY is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” (Financial Institution" as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) accordance with applicable New Jersey regulations that is reasonably acceptable to THE COMPANY; (IV) be issued on behalf of THE REINSURER as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANY, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANY; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section not less than 30 days prior to the expiry date); and (XI) state that it is subject to and governed by the laws of the State of New Jersey. c. Each Letter of Credit must indicate that notices of non-renewal will be sent to the following address, or such other address as may be indicated in a notice sent by THE COMPANY to the issuing or confirming bank: Chief Actuary Pruco Life Insurance Company of New Jersey or the 2007 Revision 000 Xxxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000-0000 d. All of the Uniform Customs and Practice for Documentary Credits Letters of the International Chamber of Commerce (Publication 600) and thatCredit must, in the event aggregate, provide for a maximum amount that can be drawn thereunder of any conflicta sum that is at least as great as THE COMPANY has indicated will be required under the terms of this Agreement and under the respective terms of all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the laws of respective reinsurance Agreements, has occurred. The amount needed shall be an amount at least equal to the State of New Jersey will control; deduction for reinsurance ceded from THE COMPANY's liabilities for policies ceded under this Agreement. Such amount shall include, but not be limited to, reinsurance reserves credits, reserves for claims and losses incurred (XII) contain including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The amount shall also include a provision for an extension adverse deviation in claims and losses over the subsequent 12-month period that is in excess of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit any conservation already included in the event that one reinsurance reserve credits. Each year on or more before December 1, THE COMPANY will indicate to THE REINSURER the aggregate coverage amount needed under all of the occurrences described in article 17 of Publication 600 occurs. c. As used in Subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ section, the term “Qualified Bank” shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters of Credit as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Letters of Credit prior to December 31. The cost for all Letters of Credit furnished and maintained under this Agreement will be acceptable borne solely by THE REINSURER. e. THE REINSURER and THE COMPANY agree that any or all of the Letters of Credit provided by THE REINSURER pursuant to insurance regulatory authoritiesthe provisions of this Agreement may be drawn upon in full or in part at any time, notwithstanding any other provisions in this Agreement, and may be utilized by THE COMPANY or any successor by operation of law of THE COMPANY including, without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's share of premiums returned to the owners of policies reinsured under the reinsurance agreement on account of cancellations of such policies; ii. to reimburse THE COMPANY for THE REINSURER's share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. to fund an account with THE COMPANY in an amount at least equal to the deduction, for reinsurance ceded, from THE COMPANY's liabilities for policies ceded under this Agreement. Such amount shall include, but not be limited to, amounts for policy reserves, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums; (IV) is not a foreign branch office and iv. to pay any other amounts THE COMPANY claims are due under this Agreement: All of a bank or trust company organized and existing in the United States; (V) is not a parent, subsidiary or affiliate foregoing will be applied without diminution because of insolvency on the part of THE COMPANY or THE REINSURER. THE REINSURER further acknowledges and agrees that THE COMPANY or any successor by operation of law of THE COMPANY including, without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY may draw upon any or all of the Letters of Credit in full or in part in the event that: (I) a notice of cancellation or non-renewal has been issued by the issuing or confirming bank under any of the Letters of Credit and THE REINSURER has not obtained one or more replacement letters of credit that satisfy all of the applicable requirements of this Section by that date which is ten days prior to the earliest expiry date of the Letter of Credit or Letters of Credit as to which notice of cancellation or non-renewal has been sent; or (VIII) the maximum amount that may be drawn under any of the Letters of Credit has capital been reduced or THE COMPANY has communicated to THE REINSURER in accordance with the provisions of subsection d. of this Section a need to increase the aggregate amount available under all of the Letters of Credit and surplus THE REINSURER has not obtained one or more replacement Letters of not less than $300 million dollars; Credit or one or more additional Letters of Credit so that all issued and (VII) has a "Qualified Rating" outstanding Letters of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating Credit that remains will remain in effect and has not been suspended or withdrawnprovide for coverage in an amount sufficient to meet the requirements of subsection d. of this Section.

Letter of Credit Provisions. a. Under the circumstances described in the ‘TOTAL SECURITY’ section last paragraph of Section 25 of this Agreement or under the circumstances described in the last paragraph of Section 10 of this Schedule A, AUSA may apply for, provide to PRUCO OF NJ, and maintain during the entire term of this Agreement, THE REINSURER may apply for, and provide to, THE COMPANY one or more Letters letters of Credit credit with respect to all the amounts recoverable from AUSA under this Agreement (individually a “Letter of Credit” or collectively, the “"Letters of Credit”") so as to avoid triggering THE COMPANY’s PRUCO OF NJ's right of recapture under the ‘RECAPTURE’ section of this AgreementSection 20. If THE REINSURER AUSA elects to do so, each of the Letters of Credit must individually satisfy the requirements of subsections b., c., c. and d. of this ‘LETTER OF CREDIT PROVISIONS’ section below and all of the Letters of Credit collectively must satisfy the requirements of subsections e., f., e. and g. of this ‘LETTER OF CREDIT PROVISIONS’ sectionf. below. In addition, each Letter of Credit individually and all of the Letters of Credit collectively must satisfy any other applicable legal or regulatory requirements requirement of New Jersey that must be complied with in order to permit THE COMPANY ensure that PRUCO OF NJ is entitled to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements in any jurisdiction where THE COMPANY files such statements. b. Each of the Letters of Credit must: (I) be an original and signed by an authorized official of the issuing bank or an authorized official of the confirming bank (in the case of a confirmation meeting the requirements of this Section); (II) contain an issuance date and contain an expiry date that is no earlier than one calendar year from the issuance date; (III) be issued or confirmed by a “"Qualified Bank” " (as defined in Subsection c. of this ‘LETTER OF CREDIT PROVISIONS’ section) that is reasonably acceptable to THE COMPANYsubsection 30c. below); (IV) be issued on behalf of THE REINSURER AUSA as the “"Applicant” " and include such indication in a boxed area that states it is “"For Internal Identification Purposes Only” " (or similar words to that effect) and that does not affect the terms of the Letter of Credit or the bank’s 's obligations thereunder; (V) be issued to THE COMPANY PRUCO OF NJ as “"Beneficiary” " and expressly indicate in the body of the Letter of Credit that the definition of the “"Beneficiary” " under the Letter of Credit includes any successor by operation of law of THE COMPANYPRUCO OF NJ, including, without limitation, any liquidator, rehabilitator, receiver, or conservator for THE COMPANYPRUCO OF NJ; (VI) be issued, presentable and payable at an office of the issuing or confirming bank within the United States; (VII) be “"clean and unconditional” " (meaning that the Letter of Credit makes no reference to any other agreement, document or entity and provides that the Beneficiary need only draw a sight draft under the Letter of Credit or confirmation and present it to promptly obtain funds and that no other document need be presented); (VIII) contain a statement that it is not subject to any agreement, condition or qualification outside the Letter of Credit itself; (IX) contain a statement to the effect that the obligation of the issuing bank under the Letter of Credit is an individual obligation of such bank and is in no way contingent upon reimbursement with respect thereto; (X) be irrevocable and contain an “"evergreen clause” " (meaning that the Letter letter of Credit credit or confirmation cannot be revoked prior to its expiry date and that it will automatically renew prior to the occurrence of the expiry date unless written notice sent by U.S. registered mail has been delivered to THE COMPANY PRUCO OF NJ as Beneficiary at the notice address stipulated in Subsection subsection d. of this ’LETTER OF CREDIT PROVISIONS’ section Section 30 not less than 30 days prior to the expiry date); (XI) state that it is subject to and governed by the laws of the State of New Jersey or and the 2007 1993 Revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600500) and that, in the event of any conflict, the laws of the State of New Jersey will control; and (XII) contain a provision for an extension of time, of not less than 30 days after resumption of business, to draw against the Letter of Credit in the event that one or more of the occurrences described in article 17 of Publication 600 500 occurs. c. As used in Subsection subsection b. of this ‘LETTER OF CREDIT PROVISIONS’ sectionSection 11, the term “"Qualified Bank” " shall mean a bank or trust company that: (I) is organized and existing, or in the case of a branch or agency office of a foreign banking organization is licensed, under the laws of the United States or any state thereof; (II) is regulated, supervised and examined by United States Federal or state authorities having regulatory authority over banks and trust companies; (III) is determined by the Securities Valuation Office of the National Association of Insurance Commissioners to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of banks and trust companies whose Letters letters of Credit credit will be acceptable to insurance regulatory authorities; (IV) is not a foreign branch office of a bank or trust company organized and existing in the United States; and (V) is not a parent, subsidiary or affiliate of THE COMPANY PRUCO OF NJ or THE REINSURER; (VI) has capital and surplus of not less than $300 million dollars; and (VII) has a "Qualified Rating" of not less than "A-" from Standard & Poors Corporation or its successor ("S&P") and has a "Qualified Rating" of not less than "A3" by Mxxxx'x Investor Services, Inc. or its successor ("Moody's"). A Qualified Rating means a long-term debt rating or a long-term, bank issuer rating that remains in effect and has not been suspended or withdrawnAUSA.