Common use of Recapture Payments Clause in Contracts

Recapture Payments. In connection with a recapture or termination pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period (the “Terminal Settlement”). If the amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement.

Recapture Payments. In connection with a recapture or termination pursuant to Section 8.37.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days Business Days after the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule A (the “Terminal Settlement”), provided, however, that following the termination of the Administrative Services Agreement, the Ceding Company shall prepare and deliver the Terminal Settlement Statement hereunder. The Terminal Settlement Statement will be accompanied by reasonably detailed supporting documentation relating to the amounts and calculations therein. The entity receiving the Terminal Settlement Statement and its representatives shall be permitted to review the preparing entity’s working papers and any working papers of the preparing entity’s independent accountants directly relating to the preparation of the Terminal Settlement Statement, as well as all of the books and records of the preparing entity and other relevant information or documents relating to the Reinsured Contracts with respect to the period up to and including the Recapture Date, and the preparing entity shall make available the individuals in its or its Affiliates’ employ who are responsible for and knowledgeable about the information used in, and the preparation or calculation (as applicable) of, the Terminal Settlement Statement in order to respond to inquiries of the receiving entity; provided, however, that the independent accountants of the preparing entity shall not be obligated to make any working papers available to the receiving entity unless and until the receiving entity has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. If the undisputed amount of the Terminal Settlement for is positive, then within ten (10) Business Days following the date on which the preparing entity delivers the Terminal Accounting Period Settlement Statement to the receiving entity (i) the Ceding Company shall have the right to withdraw from the Trust Account assets having a Fair Market Value equal to such undisputed amount to the extent not otherwise paid by the Reinsurer in cash prior to such date (or if the assets in the Trust Account are insufficient for such payment, the Ceding Company shall have the right to withdraw from the Trust Account all assets remaining in the Trust Account) and (ii) if the assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement is positivenegative, then within ten (10) Business Days following the date on which the preparing entity delivers the Terminal Settlement Statement to the receiving entity, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawncash. In addition, following the Recapture Date or the Termination DateTerminal Settlement, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts remaining amount held in trust pursuant to Section 4.3 Article IV shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement StatementStatement (after any dispute with respect thereto has been finally resolved in accordance with Section 7.4(c) below) and all other payment obligations of the Reinsurer hereunder, and the Ceding Company shall take all reasonable actions pursuant to the Trust Agreement, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer.

Recapture Payments. In connection with a recapture or termination pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after [REDACTED] of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) ), setting forth the terminal settlement calculated in accordance with Exhibit C hereto for the Terminal Accounting Period (the “Terminal Settlement”). If the amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days [REDACTED] of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed fails to pay the Ceding Company any portion full amount of a the absolute value of the Terminal Settlement due at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid the remaining obligations of the Reinsurer hereunder therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts in trust pursuant to Section 4.3 4.2 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement.

Recapture Payments. i. In connection with a recapture or termination in full pursuant to Section 8.39.3(a), the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the terminal settlement Net Settlement calculated in accordance with Exhibit C B for the for the Terminal Accounting Period (the “Terminal Settlement”)Period. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following on the Recapture Date or any other date on which all of the Termination Datereinsurance ceded under this Agreement is recaptured, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account any letter of credit posted pursuant to Section 4.3 shall be terminated immediately surrendered and cancelled and any amounts amount held in trust pursuant to Section 4.3 shall be released immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer after its quota share of any recapture fee received by the full satisfaction of Company from such underlying ceding company in connection with the Terminal Settlement pursuant recapture and the Reinsurer shall pay to the Terminal Settlement StatementCompany its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.38.3(a), subject to the shorter time frames required by Section 8.4(e), no later than three (3) days prior to the Recapture Date, the Reinsurer Ceding Company shall prepare and provide to the Reinsurer a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Estimated Recapture Terminal Settlement Statement”) setting forth an estimated calculation of the terminal settlement calculated in accordance with Exhibit C for the Recapture Terminal Accounting Period Settlement (the “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the last Month-End Required Balance Report delivered by the Reinsurer to the Ceding Company pursuant to Section 5.8(a). If the amount of the Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than sixty (60) days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule H (the “Recapture Terminal Settlement”). (c) In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) calendar days of Business Days after its receipt of such report deliver written notice to the Terminal Settlement StatementCeding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the amount Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any dispute described in Section 8.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 8.4(d) are made, (i) if the Recapture Terminal Settlement for exceeds the Estimated Recapture Terminal Accounting Period is negativeSettlement, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value amount equal to such excess; and (ii) if the absolute value of such amount to the Ceding Company at the time it delivers the Estimated Recapture Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following exceeds the Recapture Date or the Termination Date, as applicableTerminal Settlement, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released pay to the Reinsurer after an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.4(d) shall incur interest at the full satisfaction Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment. (e) Notwithstanding the timelines set forth in this Section 8.4, if the recapture is due to a Reserve Credit Event or the Reinsurer’s intention to enter into a Significant Transaction, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.4 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement pursuant prior to any loss of Reserve Credit or the consummation of such Significant Transaction, as applicable; provided, that such change to the Terminal Settlement Statementprocedures set forth in Section 8.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.4(c).

Recapture Payments. (a) In connection with a recapture or termination in full pursuant to Section 8.39.3(a), the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the terminal settlement Net Settlement calculated in accordance with Exhibit C B for the for the Terminal Accounting Period (the “Terminal Settlement”)Period. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following on the Recapture Date or any other date on which all of the Termination Datereinsurance ceded under this Agreement is recaptured, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account any letter of credit posted pursuant to Section 4.3 shall be terminated immediately surrendered and cancelled and any amounts amount held in trust pursuant to Section 4.3 shall be released immediately returned to the Reinsurer, as the case may be. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer after its quota share of any recapture fee received by the full satisfaction of Company from such underlying ceding company in connection with the Terminal Settlement pursuant recapture and the Reinsurer shall pay to the Terminal Settlement StatementCompany its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. In connection with a recapture or termination pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) ), setting forth the terminal settlement calculated in accordance with Exhibit C hereto for the Terminal Accounting Period (the “Terminal Settlement”). If the amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days Business Days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed fails to pay the Ceding Company any portion full amount of a the absolute value of the Terminal Settlement due at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid the remaining obligations of the Reinsurer hereunder therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts in trust pursuant to Section 4.3 4.2 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule B (the “Terminal Settlement”). If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company (i) the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such undisputed amount to the extent not otherwise paid by the Reinsurer in cash prior to such date (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement is negative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawncash. In addition, following the Recapture Date or the Termination DateTerminal Settlement, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 Article IV shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer. (b) In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement, the Ceding Company shall within ten (10) Business Days after its receipt of such report deliver written notice to the Ceding Company of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, the Parties shall jointly request the Independent Accountant to determine the Terminal Settlement in the manner provided in Section 2.06 of the Master Transaction Agreement with respect to disputed items under a Notice of Disagreement (as defined in the Master Transaction Agreement), mutandis mutandis. The Independent Accountant’s determination of the Terminal Settlement shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accountant’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accountant’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute. After a final and binding resolution of any dispute described in this Section 8.4(b) is reached, the Parties agree to make any necessary adjustments under Section 8.4(a).

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.38.03(a), subject to the shorter time frames required by Section 8.04(e), no later than three (3) days prior to the Recapture Date, the Reinsurer Ceding Company shall prepare and provide to the Reinsurer a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Estimated Recapture Terminal Settlement Statement”) setting forth an estimated calculation of the terminal settlement calculated in accordance with Exhibit C for the Recapture Terminal Accounting Period Settlement (the “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the last Month-End Required Balance Report delivered by the Reinsurer to the Ceding Company pursuant to Section 5.08(a). If the amount of the Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than [***] days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule O-1 (the “Recapture Terminal Settlement”). (c) In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) calendar days of Business Days after its receipt of such report deliver written notice to the Terminal Settlement StatementCeding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the amount Parties are unable to resolve any disagreement within [***] Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Reserves (including whether the Ceding Company Recapture Reserves, if applicable, were calculated in accordance with the Ceding Company Recapture Reserve Calculation Methodologies), the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Ceding Company Reserves (including whether the Ceding Company Recapture Reserves, if applicable, were calculated in accordance with the Ceding Company Recapture Reserve Calculation Methodologies), the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.02. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any dispute described in Section 8.04(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 8.04(d) are made, (i) if the Recapture Terminal Settlement for exceeds the Estimated Recapture Terminal Accounting Period is negativeSettlement, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value amount equal to such excess; and (ii) if the absolute value of such amount to the Ceding Company at the time it delivers the Estimated Recapture Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following exceeds the Recapture Date or the Termination Date, as applicableTerminal Settlement, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released pay to the Reinsurer after an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.04(d) shall incur interest at the full satisfaction Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment. (e) Notwithstanding the timelines set forth in this Section 8.04, if the recapture is due to a Reserve Credit Triggering Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.04 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement pursuant prior to any loss of Reserve Credit; provided, that such change to the Terminal Settlement Statementprocedures set forth in Section 8.04 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.04.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.39.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after of the Recapture Terminal Settlement Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule D (the “Terminal Settlement”). If the amount of the Terminal Settlement for is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Accounting Period Settlement Statement to the Ceding Company, the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such amount; and if the assets in the Trust Account are insufficient for such payment, the Reinsurer and the Ceding Company shall instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company, and the Reinsurer shall pay the balance of the amount of the Terminal Settlement to the Ceding Company in cash. If the amount of the Terminal Settlement is positivenegative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company shall pay such amount to the Reinsurer in cash. In case of any dispute with respect to the Terminal Settlement, the undisputed portion of the Terminal Settlement shall be paid in accordance with this Section 9.4(a) within five (5) calendar days Business Days after delivery of its receipt the Reinsurer’s calculation of the Terminal Settlement, and the Parties shall make any necessary adjustments to the Terminal Settlement within five (5) Business Days after a final and binding resolution of the dispute is reached in accordance with Section 9.4(b). Following the final determination of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal pursuant to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or terminationSection 9.4(b)), if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 Article VI shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer. (b) In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement, the Ceding Company shall, within five (5) Business Days after its receipt of such report, deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, either Party may request the Independent Accounting Firm to determine the Terminal Settlement. The Independent Accounting Firm’s determination of the Terminal Settlement shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accounting Firm’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accounting Firm’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute.

Recapture Payments. (a) In connection with a recapture or termination in full pursuant to Section 8.39.3(a), the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the terminal settlement Net Settlement calculated in accordance with Exhibit C A for the for the Terminal Accounting Period (the “Terminal Settlement”)Period. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following on the Recapture Date or any other date on which all of the Termination Datereinsurance ceded under this Agreement is recaptured, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account any letter of credit posted pursuant to Section 4.3 shall be terminated immediately surrendered and cancelled and any amounts amount held in trust pursuant to Section 4.3 shall be released immediately returned to the Reinsurer, as the case may be. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer after its quota share of any recapture fee received by the full satisfaction of Company from such underlying ceding company in connection with the Terminal Settlement pursuant recapture and the Reinsurer shall pay to the Terminal Settlement StatementCompany its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.38.3(a) or Section 8.3(b), subject to the shorter time frames required by Section 8.4(e), no later than three (3) days prior to the Recapture Date, the Reinsurer Ceding Company shall prepare and provide to the Reinsurer a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Estimated Recapture Terminal Settlement Statement”) setting forth an estimated calculation of the terminal settlement calculated Recapture Terminal Settlement in accordance with Exhibit C for the Terminal Accounting Period Schedule D (the “Estimated Recapture Terminal Settlement”), provided that such estimate shall be based on the last Required Balance and Security Funding Report delivered pursuant to Section 5.8(a). In order to assist the Ceding Company in the preparation of the Estimated Recapture Terminal Settlement Statement, the Reinsurer shall, and shall cause its subcontractors to, use commercially reasonable efforts to provide the Ceding Company and its Representatives with such access to the employees and Representatives of the Reinsurer and its subcontractors and to such documentation, records and other information of the Reinsurer and its subcontractors that the Ceding Company or any of its Representatives may reasonably request. Subject to Section 8.5, if the amount of the Estimated Recapture Terminal Settlement is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company Eligible Assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the Eligible Assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash or Eligible Assets with a Fair Market Value equal to such shortfall. If the amount of the Estimated Recapture Terminal Settlement for is negative, then on the Terminal Accounting Period is positiveRecapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash or Eligible Assets valued at Fair Market Value. (b) No later than sixty (60) days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule D (the “Recapture Terminal Settlement”). In order to assist the Ceding Company in the preparation of the Recapture Terminal Settlement Statement, the Reinsurer shall, and shall cause its subcontractors to, use commercially reasonable efforts to provide the Ceding Company and its Representatives with such access to the employees and Representatives of the Reinsurer and its subcontractors and to such documentation, records and other information of the Reinsurer and its subcontractors that the Ceding Company or any of its Representatives may reasonably request. (c) In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) calendar days of Business Days after its receipt of such report deliver written notice to the Terminal Settlement StatementCeding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the amount Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Statutory Reserves, or (ii) with respect to the calculation of the Ceding Company Statutory Reserves, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Parties shall instruct the Independent Accountant or Independent Actuary, as applicable, to limit its review to matters objected to by the Reinsurer and not resolved by written agreement of the Parties within ten (10) Business Days after submission of the dispute to such Independent Accountant or Independent Actuary, as applicable. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. To the extent applicable, any disagreement determined under this Section shall be consolidated with any similar disagreement being determined in connection with a simultaneous recapture of the SLIC Reinsurance Agreement. (d) Within five (5) Business Days after the Ceding Company delivers to the Reinsurer a Recapture Terminal Settlement for Statement pursuant to Section 8.4(b) (or, in the event of a timely dispute thereon pursuant to Section 8.4(c), within five (5) Business Days after a final and binding resolution of all such disputes is reached in accordance with Section 8.4(c)), the Parties agree to make any necessary adjustments as follows: (i) if the Recapture Terminal Accounting Period is negativeSettlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value amount equal to such excess; and (ii) if the absolute value of such amount to the Ceding Company at the time it delivers the Estimated Recapture Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following exceeds the Recapture Date or the Termination Date, as applicableTerminal Settlement, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released pay to the Reinsurer after an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.4(d) shall incur interest at the full satisfaction Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment. (e) Notwithstanding the timelines set forth in this Section 8.4, if the recapture is due to a Recapture Triggering Event pursuant to clause (c) of the definition of Recapture Triggering Event, the Parties shall expedite or amend the procedures set forth in this Section 8.4 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement pursuant prior to any loss of Reserve Credit; provided that such change to the Terminal Settlement Statementprocedures set forth in Section 8.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.4(c).

Recapture Payments. i. In connection with a recapture or termination in full pursuant to Section 8.39.3(a), the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the terminal settlement Net Settlement calculated in accordance with Exhibit C D for the Terminal Accounting Period (the “Terminal Settlement”)Period. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following on the Recapture Date or any other date on which all of the Termination Datereinsurance ceded under this Agreement is recaptured, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account any letter of credit posted pursuant to Section 4.3 shall be terminated immediately surrendered and cancelled and any amounts amount held in trust pursuant to Section 4.3 shall be released immediately returned to the Reinsurer, as the case may be. ii. No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. iii. In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer after its quota share of any recapture fee received by the full satisfaction of Company from such underlying ceding company in connection with the Terminal Settlement pursuant recapture and the Reinsurer shall pay to the Terminal Settlement StatementCompany its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.37.3, the Reinsurer Ceding Company shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule B (the “Terminal Settlement”). If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer then within five (5) calendar days of its receipt of Business Days following the date on which the Ceding Company delivers the Terminal Settlement StatementStatement to the Reinsurer (i) the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such undisputed amount to the extent not otherwise paid by the Reinsurer in cash prior to such date (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay, including through a release of amounts held in the Working Account, any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is negative, then within five (5) Business Days following the Reinsurer shall pay to date on which the Ceding Company cash delivers the Terminal Settlement Statement to the Reinsurer, the Reinsurer and transfer assets the Ceding Company shall (including assets held in x) instruct the Trustee pursuant to the Trust Account and Hedging Assets selected by Agreement to transfer to the Ceding Company) Reinsurer assets with an aggregate a Fair Market Value equal to the absolute value of such undisputed amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay extent not otherwise paid by the Ceding Company any portion of a Terminal Settlement due in cash prior to such date (or if the Ceding Company, the Ceding Company may withdraw assets in the Trust Account are insufficient for such payment, instruct the Trustee to satisfy transfer all or any portion of undisputed assets remaining in the Trust Account to the Reinsurer) and unpaid obligations (y) cause the balance of the Reinsurer hereunder Working Account to be paid to an account designated by the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawnReinsurer. In addition, following the Recapture Date or payment in full of the Termination DateTerminal Settlement (including the resolution of all disputed items in accordance with paragraph (b) below), as applicable, the Ceding Company shall retain the Separate Account assets and (1) the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 the Trust Account shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement StatementStatement and (2) any remaining amounts or amount held in the Working Account shall be paid to an account designated by the Reinsurer. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer and release the balance of the Working Account to the Reinsurer. (b) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Reinsurer, either Party may request the Independent Accountant to determine the Terminal Settlement. The Independent Accountant’s determination of the Terminal Settlement shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accountant’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accountant’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute. Within five (5) Business Days after a final and binding resolution of any dispute described in this Section 7.4(b) is reached, the Parties agree to make any necessary adjustments under Section 7.4(a).

Recapture Payments. (a) In connection with a recapture or termination in full pursuant to Section 8.39.3(a), the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable Settlement Statement (the “Terminal Settlement Statement”) within sixty (60) calendar days of the Recapture Date setting forth the terminal settlement Net Settlement calculated in accordance with Exhibit C D for the for the Terminal Accounting Period (the “Terminal Settlement”)Period. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Net Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following on the Recapture Date or any other date on which all of the Termination Datereinsurance ceded under this Agreement is recaptured, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account any letter of credit posted pursuant to Section 4.3 shall be terminated immediately surrendered and cancelled and any amounts amount held in trust pursuant to Section 4.3 shall be released immediately returned to the Reinsurer, as the case may be. (b) No recapture fee shall be payable in connection with a recapture in connection with the establishment of a Buyers Facility pursuant to Section 9.3(b) and any recapture payment in connection therewith shall be as mutually agreed by the parties. (c) In connection with a recapture due to the termination or recapture by an underlying ceding company of a Covered Insurance Contract pursuant to Section 9.3(c), the Company shall pay to the Reinsurer after its quota share of any recapture fee received by the full satisfaction of Company from such underlying ceding company in connection with the Terminal Settlement pursuant recapture and the Reinsurer shall pay to the Terminal Settlement StatementCompany its quota share of any recapture payment paid by the Company to such underlying ceding company.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.37.3(a), no later than three (3) calendar days prior to the Recapture Date, the Reinsurer shall prepare and provide to the Ceding Company a settlement statement within fifteen (15) calendar days after setting forth an estimated calculation of the Recapture Date or Termination Date, as applicable Terminal Settlement (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period (the “Estimated Recapture Terminal Settlement”). If the amount of the Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets or Eligible Assets reasonably acceptable to the Ceding Company or Eligible Assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to such amount due from the absolute value Reinsurer on the Recapture Date. To the extent the Reinsurer withdraws Eligible Assets from the Trust Account to pay any portion of the Recapture Payment, the Reinsurer shall withdraw such Eligible Assets in accordance with the priority of withdrawals set forth in Section 2 of the Trust Agreement; provided, that if any Eligible Asset in the Trust Account requires a consent or signature to effect the transfer of such amount Eligible Asset to the Ceding Company that has not been obtained prior to the Recapture Date, at the time it delivers the Terminal Settlement Statement to the Ceding Company’s option, such asset shall be disregarded for purposes of complying with such priority of withdrawals. In connection with such recapture or terminationrecapture, if the Reinsurer has failed to pay the Ceding Company any portion of a the Estimated Recapture Terminal Settlement due to the Ceding CompanyCompany on the Recapture Date, the Ceding Company may withdraw assets in instruct the Trustee pursuant to the Trust Account Agreement to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable transfer to the Ceding Company for any excess over assets having a Fair Market Value equal to the value unpaid Estimated Recapture Terminal Settlement. If the amount of the assets so withdrawn. In additionEstimated Recapture Terminal Settlement is negative, following then on the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain pay the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released absolute value of such amount to the Reinsurer in cash. (b) No later than sixty (60) calendar days after the full satisfaction Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule E (the “Recapture Terminal Settlement”). (c) In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) Business Days after its receipt of such report deliver written notice to the Ceding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accountant to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Economic Reserves and the Statutory Reserves, or (ii) with respect to the calculation of the Economic Reserves and the Statutory Reserves, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.6. The Independent Accountant’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accountant and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accountant’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any dispute described in Section 7.4(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 7.4(d) are made, (i) if the Recapture Terminal Settlement exceeds the Estimated Recapture Terminal Settlement, the Reinsurer shall pay to the Ceding Company an amount equal to such excess; and (ii) if the Estimated Recapture Terminal Settlement exceeds the Recapture Terminal Settlement, the Ceding Company shall pay to the Reinsurer an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 7.4(d) shall incur interest at the Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment. If the Reinsurer has failed to pay the Ceding Company any portion of such adjustment due to the Ceding Company within five (5) Business Days pursuant to this Section 7.4(d), the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the unpaid amount of such adjustment. (e) Notwithstanding the timelines set forth in this Section 7.4, if the recapture is due to a Reserve Credit Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 7.4 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement Statementprior to any loss of Reserve Credit; provided, that such change to the procedures set forth in this Section 7.4 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 7.4(c).

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.38.03(a), subject to the shorter time frames required by Section 8.04(e), no later than three (3) days prior to the Recapture Date, the Reinsurer Ceding Company shall prepare and provide to the Reinsurer a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Estimated Recapture Terminal Settlement Statement”) setting forth an estimated calculation of the terminal settlement calculated in accordance with Exhibit C for the Recapture Terminal Accounting Period Settlement (the “Estimated Recapture Terminal Settlement”), provided such estimate shall be based on the last Month-End Required Balance Report delivered by the Reinsurer to the Ceding Company pursuant to Section 5.08(a). If the amount of the Estimated Recapture Terminal Settlement for the Terminal Accounting Period is positive, then on the Recapture Date (i) the Ceding Company may instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets having a Fair Market Value equal to the Estimated Recapture Terminal Settlement (or if the assets in the Trust Account are insufficient for such payment, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash. (b) No later than [***] days after the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a statement (the “Recapture Terminal Settlement Statement”) setting forth a calculation of the terminal settlement with respect to the recapture calculated in accordance with Schedule O-1 (the “Recapture Terminal Settlement”). (c) In the event that the Reinsurer disagrees with any portion of the calculation of the Recapture Terminal Settlement, the Reinsurer shall within five (5) calendar days of Business Days after its receipt of such report deliver written notice to the Terminal Settlement StatementCeding Company setting forth, in reasonable detail, each disputed item, the amount in dispute and the basis of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the amount Parties are unable to resolve any disagreement within [***] Business Days after the Reinsurer delivers written notice of any such disagreement to the Ceding Company, either Party may request (i) an Independent Accounting Firm to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Ceding Company Reserves, the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, or (ii) with respect to the calculation of the Ceding Company Reserves, the CTE70 Amount or whether the CTE70 Amount was determined in accordance with the Required Balance Model and Calculation Methodologies, an Independent Actuary to determine the matters in dispute; provided, that, if no accounting firm or actuarial firm, as applicable, is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.02. The Independent Accounting Firm’s and/or Independent Actuary’s determination, as applicable, shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. (d) Within five (5) Business Days after a final and binding resolution of any dispute described in Section 8.04(c) is reached, the Parties agree to make any necessary adjustments. On the date on which the payments set forth in this Section 8.04(d) are made, (i) if the Recapture Terminal Settlement for exceeds the Estimated Recapture Terminal Accounting Period is negativeSettlement, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value amount equal to such excess; and (ii) if the absolute value of such amount to the Ceding Company at the time it delivers the Estimated Recapture Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following exceeds the Recapture Date or the Termination Date, as applicableTerminal Settlement, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released pay to the Reinsurer after an amount equal to such excess. Any payment required to be made by any Party pursuant to this Section 8.04(d) shall incur interest at the full satisfaction Interest Rate for the period from and including the Recapture Date to but not including the date of payment, and will be made by wire transfer of immediately available funds to an account or accounts designated by the recipient in writing prior to such payment. (e) Notwithstanding the timelines set forth in this Section 8.04, if the recapture is due to a Reserve Credit Triggering Event, the Parties shall reasonably expedite or amend the procedures set forth in this Section 8.04 in order to effectuate the recapture and complete the payment of the Recapture Terminal Settlement pursuant prior to any loss of Reserve Credit; provided, that such change to the Terminal Settlement Statementprocedures set forth in Section 8.04 shall not affect the right of the Reinsurer to subsequently dispute any calculation related to such recapture consistent with Section 8.04.