Common use of Recapture Clause in Contracts

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this AgreementPolicies, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “recapture. Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by effective on the arbitration panel unless otherwise agreed between tenth (10th) day following the Parties in writing. day on which the Ceding Company has provided the Reinsurer with such notice (b) Notwithstanding anything in this Agreement to the contrary, upon any "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities and obligations arising under the express terms of the Covered Insurance Policies and will not be liable for including any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Extra Contractual Obligations. (cb) Following any a recapture pursuant to this Section 9.48.3, subject to the payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer hereunderhave any further right to receive any Recoverables. (dc) Notwithstanding the remedies contemplated by this Article IXVIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement the Transaction Agreements in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A − Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the termcoverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of the Covered Insurance Policies ceded recapture. THE REINSURER shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”)of recapture, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date but shall remain liable for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement all claims incurred on or prior to the contrary, upon date of recapture. No exercise by THE COMPANY of any recapture by the Ceding Companyright will give rise to any claims for damages, the Ceding Company will only recapture liabilities arising under the express terms lost profits, or other form of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant compensation to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecapture. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following When the occurrence Company increases the dollar retention limit the amount of a Recapture Triggering Event (in force Reinsured Policies may be reduced provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding : 8.2.1 The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior written notice of its intent intention to effect such recapture specifying within 90 days of the effective date upon which such of the retention increase; and 8.2.2 The amount eligible for recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed difference between the Parties in writing. (b) Notwithstanding anything in this Agreement to amount originally retained and the contrary, upon any recapture by the Ceding Company, amount the Ceding Company will only recapture liabilities arising under would have retained on the express terms same 10% quota share basis had the new retention limit schedule been in effect at the time of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsissue. (c) Following any recapture pursuant to this Section 9.4, subject to 8.2.3 Such recaptures are made on the payment obligations described in Section 9.5, both next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Ceding Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be fully measured from the effective date of the original policy; and 8.2.4 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and finally released from the insured's classification; and 8.2.5 The Company has applied its increased Retention Limits in a consistent manner to all rights categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer. In applying its increased Retention Limits to Reinsured Policies, the age and obligations mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and conditions for the Company to recapture in force Reinsured Policies due to the insolvency of the Reinsurer are set out in the Insolvency clause in Article 11. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the reinsurance, in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer accordance with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies criteria outlined in this Article IXArticle, and it shall be no defense to any such claim that only if the Ceding Company might have had other recoursesuccessor company has or adopts a higher retention limit than the Company.

Recapture. Except for transfers under Article 16(B) above, Landlord shall notify Tenant within thirty (a30) At any time following days from the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) submission of the definition of the termaforesaid information as to Landlord’s choice, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than allat Landlord’s sole discretion, of the reinsurance following options: (1) That Landlord consents to a subleasing of the Covered Insurance Policies ceded Premises or assignment of the Lease to such replacement tenant provided that Tenant shall remain fully liable for all of its obligations and liabilities under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, Lease and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided further that the Recapture Effective Date for any such recapture Landlord shall be determined entitled to fifty percent (50%) of any Excess Income, hereinafter defined, obtained by the arbitration panel unless otherwise agreed between the Parties in writing.Tenant from such subletting or assignment; or (b2) Notwithstanding anything in this Agreement to That upon such replacement tenant’s entering into a mutually satisfactory new lease for the contraryPremises with Landlord, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not then Tenant shall be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights further obligations and obligations liabilities under this Agreement in respect Lease (excepting only any unpaid rentals or any unperformed covenants then past due under this Lease or any guarantee by Tenant of replacement tenant’s obligations); or (3) That Landlord declines to consent to such sublease or assignment pursuant to the express provisions of this Article 16, such notice to specify precisely the reasons for such refusal of consent; or (4) Provided Tenant proposes to assign this Lease or sublease more than 66 percent of the Premises, that Landlord elects to cancel the Lease and recapture the Premises (in the case of an assignment) or that Landlord elects to cancel the Lease as to the portion thereof that Tenant had wished to sublease. In either such event Tenant shall surrender possession of the Premises, or the portion thereof which is the subject of Tenant’s request on the date set forth in a notice from Landlord in accordance with the provisions of this Lease relating to the surrender of the Premises. If this Lease shall be canceled as to a portion of the Premises only, the Rent payable by Tenant hereunder shall be abated proportionately according to the ratio that the area of the portion of the Premises surrendered bears to the area of the Premises immediately prior to such surrender. If Landlord shall cancel this Lease, Landlord may relet the Premises, or the applicable Covered Insurance Policiesportion of the Premises, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and to any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or terminationparty (including, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXwithout limitation, the Ceding Company mayproposed assignee or subtenant of Tenant), in its sole discretion, require direct payment by the Reinsurer of without any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense liability to any such claim that the Ceding Company might have had other recourseTenant.

Recapture. (The Company may apply an increase in its Retention Limit to reduce the amount of inforce reinsurance ceded on an automatic basis provided that: a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior irrevocable written notice of its intent intention to effect such recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture specifying unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specified in the applicable Exhibit. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date upon which such of the original policy; and c) The Company has maintained, from the time the policy was issued, its full retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased retention. The amount of reinsurance eligible for recapture will be effective (the “difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the time of issue. The amount of reinsurance eligible for recapture will be determined based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture Effective Date”)is optional, which Recapture Effective Date but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. Eligible reinsured business means business with the last calendar day same form of an Accounting Periodunderwriting. The Ceding In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will also recapture all, and not less than all, be paid to the Company by the Reinsurer. Effective as of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Companydate, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and Reinsurer will not be liable for any Extra-Contractual Obligations incurred eligible reinsured business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecaptured business. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control of THE REINSURER. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the termcoverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of the Covered Insurance Policies ceded recapture. THE REINSURER shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such of recapture, but shall remain liable for all claims incurred on or prior to the date of recapture. No exercise by THE COMPANY of any recapture will be effective (right other than THE REINSURER’s failure to provide security in accordance with the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination ‘SECURITY’ provision of this Agreement is awarded by an arbitration panel pursuant Agreement, will give rise to Section 10.3(d); provided that the Recapture Effective Date any claims for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement damages, lost profits, or other form of compensation to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecapture. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence and continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect recapture; provided that, for any Recapture Event other than a Reserve Credit Event, the Ceding Company provides such recapture specifying written notice within twelve (12) months after the Ceding Company becomes aware that such Recapture Event has occurred if the Ceding Company has not received written notice pursuant to Section 3.7(c) that such Recapture Event is no longer continuing as of the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, provides notice of recapture. With respect to any Recapture Event triggered by clause (ii) of the reinsurance definition of Recapture Event, a new Recapture Event shall be deemed to have occurred should the Reinsurer’s ratio of “total adjusted capital” over its “company action level risk-based capital” (each as described in the definition of “Floating RBC Ratio” or “Fixed RBC Ratio”, as applicable) is reduced by 10 points from a prior Recapture Event triggered by clause (ii) of the definition of Recapture Event. Recapture of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(dshall be effective on the date specified in such notice (the “Recapture Date”); provided that the Recapture Effective Date for any such recapture shall be determined by at least ten (10) calendar days following the arbitration panel unless otherwise agreed between date of such notice following the Parties in writingday on which the Ceding Company has provided the Reinsurer with such notice. (b) Notwithstanding anything in Upon the occurrence and continuation of a Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate. Termination of this Agreement shall be effective on the contrary, upon any recapture date specified in such notice (the “Termination Date”). Upon a termination by the Ceding CompanyReinsurer, the Ceding Company will only shall recapture liabilities arising all the reinsurance ceded under the express terms this Agreement. Recapture of the Covered Insurance Policies and will not shall be liable for any Extra-Contractual Obligations incurred before effective on the Recapture Effective Date other than Termination Date. The Ceding Company Extra-Contractual Obligations. (c) Following covenants and agrees that it shall not intentionally fail to comply with any recapture pursuant to term or condition of this Section 9.4, subject to Agreement for the payment obligations described in Section 9.5, both the Ceding Company and purpose of causing a Termination Event or encouraging the Reinsurer will be fully and finally released from all rights and obligations under to terminate this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.following a

Recapture. (a) At Upon the written request of the Facility Agent, the Shipowner shall pay to the applicable Lender, such amounts as shall be sufficient (in the reasonable judgment of such Lender) to compensate such Lender for any time following loss, expense or liability (including, without limitation, any loss, expense or liability incurred by reason of the occurrence liquidation or redeployment of deposits from third parties or in connection with obtaining funds to make or maintain any Disbursement) which such Lender reasonably determines is attributable to: (i) any failure to make scheduled payments on a Recapture Triggering Event (provided, Payment Date or any payment due in connection with respect to a Recapture Triggering Event under clause any Redemption; or (ii) any failure by the Shipowner to borrow any advance for which a Certificate Authorizing Disbursement has been issued; or (iii) any revocation of a notice of prepayment given pursuant to Section 4.03(a); or (iv) subject to the provisions of Section 4.03(c), any prepayment of the definition Floating Rate Note (including, without limitation, due to the issuance of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligationany fixed rate notes) to recapture all, and not less other than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with on an Interest Payment Date after giving five Business Days prior written notice of its intent to effect such recapture specifying Lender, the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture allFacility Agent, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writingIndenture Trustee. (b) Notwithstanding anything Without prejudice to any other provision hereof (and at the Shipowner's expense), such Lender shall use such reasonable efforts as it shall determine in this Agreement its sole discretion to minimize any loss, expense or liability to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsextent possible. (c) Following With respect to the Shipowner's obligations under Section 4.04(a)(iv), if the Shipowner shall at any recapture time notify the Facility Agent and the applicable Lender of its intention to pursue any such prepayment, the Facility Agent and the applicable Lender shall reasonably cooperate with the Shipowner in assessing and quantifying any loss, expense or liability the Lender may incur in connection with a prepayment under the circumstances described in Section 4.04(a)(iv), so that the Shipowner may make an informed decision as to the cost to it of any such prepayment. Any information provided to the Shipowner by the Lender pursuant to this Section 9.4, subject 4.04(c) is understood by the parties to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect an estimate of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through costs of prepayment only and shall not be binding in the Recapture Effective Date but still unpaid on determination of such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect costs pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderSection 4.04(a)(iv). (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “recapture. Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by effective on the arbitration panel unless otherwise agreed between tenth day following the Parties in writingday on which the Ceding Company has provided the Reinsurer with such notice (the “Recapture Date”). (b) Notwithstanding anything in Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement to the contrary, upon any recapture by the Ceding Company, providing the Ceding Company will only recapture liabilities arising under with written notice of its intent to effect a termination of this Agreement. The termination of this Agreement shall be effective on the express terms of tenth day following the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before day on which the Recapture Effective Date other than Reinsurer has provided the Ceding Company Extra-Contractual Obligationswith such notice (the “Reinsurer Termination Date”). (c) Following any a recapture pursuant to this Section 9.48.3(a) or a termination pursuant to Section 8.3(b), subject to the payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, (i) no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder, (ii) the Reinsurer shall have no further right to receive any Recoveries, (iii) the Reinsurer shall have no further right to receive principal and interest paid on policy loans in respect of the Covered Insurance Policies and (iv) the Reinsurer shall have no further obligation to pay any Reinsured Liabilities or other amounts hereunder. (d) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, (i) the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer and (ii) the Reinsurer may, in its sole discretion, require direct payment by the Ceding Company, of any sum in default under this Agreement or any other Transaction Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company or the Reinsurer might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition Reinsured Contracts shall be effective as of the term, that such Recapture Triggering Event has not been cured), end of the month in which the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing has provided the Reinsurer with prior written notice of its intent recapture pursuant to effect Section 7.1(b) or such recapture specifying other day as the date upon which such recapture will be effective Parties agree (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any a recapture pursuant to this Section 9.47.3, subject to the satisfaction of the payment obligations described in Section 9.57.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesReinsured Contracts, other than (i) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any to the extent not settled as part of the Terminal Settlement, and (ii) the obligations under the provisions that expressly survive termination as provided in Section 7.2 (including the Reinsurer Extra-Contractual Obligations incurred before retained by the Recapture Effective Date other than Reinsurer in accordance with Article VIII (for the time periods set forth therein)) and (iii) the continued adjustment of premium taxes due to the Ceding Company Extra-Contractual Obligations, and any other obligations of for the Reinsurer with respect to the Reinsured Liabilities incurred period prior to the Recapture Effective Daterecapture in accordance with the terms of the Administrative Services Agreement. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Reinsured Contracts shall be payable to the Reinsurer hereunder. (d) , nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any other Additional Reinsurance Consideration other than Ceded Reinsurance Recoveries paid or payable with respect to Reinsurer Extra-Contractual Obligations retained by the Reinsurer in accordance with Article VIII. Notwithstanding the foregoing, a recapture pursuant to this Section 7.3 will not affect unpaid obligations or Liabilities due under any of the other Transaction Agreements. Notwithstanding the remedies contemplated by this Article IXVII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IXVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A − Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture. Any such recapture would be available only up to the successor ceding company's maximum retention limit.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer’s Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of any sum in default under this Agreement in lieu a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of exercising full Statutory Financial Statement Credit for the remedies in this Article IX, and it shall be no defense to any such claim Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (c) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer, unless such breach constitutes a Capital Maintenance Failure, in which case the provision in Section 11.1(e) shall apply and this provision shall not apply; (d) If the Reinsurer fails in any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer; or (e) If there is a Capital Maintenance Failure under the Capital Maintenance Agreement. For purposes of this Section 11.1(e), a “Capital Maintenance Failure” occurs at the end of any Approval Period when (i) the Reinsurer’s Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in the Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in the Capital Maintenance Agreement) in the amount of the deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in accordance with Section 2(a) of the Capital Maintenance Agreement (for the avoidance of doubt, including if any such failure is due to the failure on part of the Obligor to obtain any required prior consents from the Board of Governors of the Federal Reserve System as set forth in the Capital Maintenance Agreement within the Approval Period). The Reinsurer shall reimburse the Ceding Company for actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e).

Recapture. (a) At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute and are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the term, delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. Note that such Recapture Triggering Event has not been cured)in the event of a Risk Trigger Event, the Ceding Company shall have the right (but not the obligation) net amount at risk subject to recapture all, and not may be less than all, of the reinsurance of the Covered Insurance Policies full amount ceded under this Agreement. 5) A change in reinsurance premium rates on inforce business that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) A change in ultimate ownership or control of THE REINSURER that results in the new owner of THE REINSURER not having a Qualified Rating from at least one of the Major Rating Agencies which is at least as high as the minimum levels shown in the ‘RISK TRIGGER EVENT’ section of Schedule A. 7) Failure to provide security as required in the ‘PROVISION FOR A FOREIGN DOMICILED REINSURER’ section. 8) In addition, by providing at any time after the Reinsurer with prior written notice twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its intent affiliates, collectively, subsequent to effect such recapture specifying the date upon of policy issue, on all lives on which such recapture will THE COMPANY had its maximum retention limit at the time reinsurance was ceded. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be effective (the “Recapture Effective Date”), which Recapture Effective Date recaptured must be directly related to the last calendar day increase in the limits. All Policies may only be recaptured on the first policy month/anniversary following the first eligibility of an Accounting Periodthat Policy to be recaptured. The Ceding Company will also For any blocks of Policies not recaptured at such date, the right to recapture all, and shall be waived. THE COMPANY may not less than all, revoke its election to recapture cessions becoming eligible at future anniversaries. If THE COMPANY has reinsured any portion of the risk with another reinsurer, the reduction in reinsurance of the Covered Insurance Policies ceded under this Agreement shall be in the same proportion to the total reduction in reinsurance as the amount reinsured under the Agreement bears to the total reinsurance on the risk. If THE COMPANY elects to recapture the business but overlooks the recapture of an eligible cession or cessions, THE REINSURER’S acceptance of reinsurance payments after the date the recapture would have taken place will not cause THE REINSURER to be liable for the amount of the risk that would have been recaptured, rather THE REINSURER will be liable only for a refund of reinsurance payments received, less expense allowances if termination any, without interest. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is awarded retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement due to an arbitration panel pursuant increase in the maximum retention limits for THE COMPANY and all of its affiliates, it will do so by giving 60-day prior written notice to Section 10.3(d); provided THE REINSURER. For any recapture event, upon the delivery of the recapture notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the Recapture Effective Date for any such recapture shall be determined by effective immediately upon THE REINSURER’s receipt of the arbitration panel unless otherwise agreed between notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the Parties in writing. (b) Notwithstanding anything in unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the contrary, upon date of recapture. No exercise by THE COMPANY of any recapture by the Ceding Companyright will give rise to any claims for damages, the Ceding Company will only recapture liabilities arising under the express terms lost profits, or other form of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant compensation to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect recapture. For recapture due to a Risk Trigger Event or insolvency, additional settlement terms are described in the Reinsured Liabilities incurred prior to “Risk Trigger Event’ section of Schedule A and the Recapture Effective Date. Following the consummation of the recapture or termination‘INSOLVENCY’ section, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrespectively. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute, that are 60 calendar days past due from THE REINSURER provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 3) A change in premium rates that is unacceptable to THE COMPANY in accordance with ‘REINSURANCE PREMIUM RATES’ paragraph b. 4) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 5) The REINSURER fails to provide security in the form of a Letter of Credit in accordance with the “SECURITY” provision of this Agreement, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that such security is not received within that 30 day period. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the termcoverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue on policies where maximum retention has been reached. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of the Covered Insurance Policies ceded recapture. THE REINSURER shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”)of recapture, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date but shall remain liable for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement all claims incurred on or prior to the contrary, upon date of recapture. No exercise by THE COMPANY of any recapture by the Ceding Companyright will give rise to any claim for damages, the Ceding Company will only recapture liabilities arising under the express terms lost profits, or other forms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant compensation to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecapture. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time Subject to the terms of this Section 8.3, following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement, Agreement by providing the Reinsurer with prior written notice of its intent to effect such a recapture specifying (a “Recapture Notice”); provided that a Recapture Triggering Event must be continuing on the date upon which that the Recapture Notice is delivered in order for such recapture will to be effective consummated. In the case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (e) of the definition of Recapture Triggering Event, the Recapture Notice shall be provided to the Reinsurer within [***] calendar days after the Ceding Company becomes aware that such Recapture Triggering Event has occurred, and if not so delivered then such recapture right shall be deemed to have been waived, except that with respect to any new Recapture Triggering Event described in clause (a) or (b) of the definition of “Recapture Effective DateTriggering Event”), which a new Recapture Effective Date must Triggering Event shall be deemed to have occurred if subsequently, (i) the last RBC Ratio of the Reinsurer or the Guarantor as of any calendar day quarter-end is reduced below [***]% and the Reinsurer has not cured such shortfall as of an Accounting Periodthe applicable Capital Reporting Deadline or (ii) [***]. The For the avoidance of doubt, if the Ceding Company will also does not exercise its recapture right with respect to any Recapture Triggering Event, the Ceding Company shall subsequently have the right to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement if termination in accordance with this Section 8.3 following the occurrence of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the any new Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writingTriggering Event. (b) Notwithstanding anything in this Agreement Any recapture pursuant to Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the contraryReinsurer; provided, upon that if such Recapture Notice was delivered less than seven (7) Business Days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company, Company of its Recapture Notice) (the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any recapture of all Reinsured Risks pursuant to this Section 9.48.3(a), subject to the satisfaction of payment obligations described in Section 9.58.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than (w) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, (x) any obligations under the provisions that expressly survive termination as provided in Section 8.2, (y) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations incurred before and (z) liability of the Recapture Effective Date other than Ceding Company for Ceding Company Extra-Contractual Obligations, Obligations and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderRisks. (d) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, the Ceding Company either Party may, in its sole discretion, require direct payment by the Reinsurer other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company such Party might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer’s Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent; (b) If the Bermuda Monetary Authority takes control of any sum in default under this Agreement in lieu the assets of exercising the remedies in this Article IXReinsurer and/or cancels or significantly restricts the conditions of the Reinsurer’s license; (c) If either the Bermuda Monetary Authority, and it shall be no defense Petitioning Creditor(s) or the Reinsurer institutes a proceeding or petition for, the appointment of a liquidator of the Reinsurer; (d) If the Reinsurer fails to any such claim take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Financial Statement Credit for the Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (e) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer; or (f) If the Reinsurer fails in any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer.

Recapture. (a) At any time following Upon the occurrence and continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect recapture within one hundred eighty (180) days of the occurrence of such recapture specifying Triggering Event if such Triggering Event is continuing as of the date upon which such recapture will the Ceding Company provides notice of recapture. Recapture of the Reinsured Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day within three (3) months following the date of such notice as set forth in the Ceding Company recapture notice (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any Upon a recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies Reinsured Risks and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Reinsurer Extra-Contractual Obligations. (b) If the Ceding Company fails to timely pay any undisputed amounts due under this Agreement in excess of [REDACTED] in the aggregate and such failure continues for thirty (30) days after written notice thereof from the Reinsurer (a “Termination Event”), the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate within one hundred eighty (180) days of the occurrence of such Termination Event if such Termination Event is continuing as of the date the Reinsurer provides notice of termination. Any such termination of this Agreement shall be effective on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice or such later day within three (3) months following the date of such notice, which shall be deemed the Recapture Date. Upon a termination by the Reinsurer, the Ceding Company shall recapture all of the outstanding reinsurance ceded under this Agreement. (c) Following any a recapture or termination pursuant to this Section 9.48.3, subject to the satisfaction of payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Reinsured Policies, other than (i) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations incurred before as provided in Section 8.3(a) above and (iii) the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Dateprovisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Reinsured Policies shall be payable to the Reinsurer hereunder, nor shall the Reinsurer have any further right to receive any other Additional Consideration nor shall the Reinsurer have any obligation with respect to payment of 1006844591v17 claims, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement, in each case, except as provided in this Section 8.3(c). Notwithstanding the foregoing, a recapture or termination pursuant to this Section 8.3 will not affect unpaid obligations or Liabilities due under the Master Transaction Agreement or any of the other Ancillary Agreements. Upon a recapture or termination pursuant to this Section 8.3, the Additional Consideration shall be automatically re-sold, re-assigned, re-transferred and re- delivered to the Ceding Company, effective as of the Recapture Date and all of the Reinsurer’s right, title and interest in the Additional Consideration and the security interest granted pursuant to Section 4.3 shall be automatically released, in each case, without the need for any action on the part of the Parties. (d) Notwithstanding the remedies contemplated by this Article IXVIII, the Master Transaction Agreement or the other Ancillary Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement, the Master Transaction Agreement or any other Ancillary Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (Reinsured policies will not be eligible for recapture due solely to an increase in the Company’s quota share percentage retained. The Company may apply an increase in its Retention Limit to reduce the ceded amount of inforce reinsurance ceded on an automatic basis provided, however, that: a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior an irrevocable written notice of its intent intention to effect such recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture specifying unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specifi ed in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date upon which such of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be effective (the “difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture Effective Date”)is optional, which Recapture Effective Date but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other simil arly underwritten COLI or B▇▇▇ reinsurance agreement between the last calendar day of an Accounting PeriodReinsurer and the Company which are eligible for recapture must be similarly recaptured. The Ceding No reserves for the recaptured business will be paid to the Company will also recapture all, and not less than all, by the Reinsurer. I414849US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇) Effective as of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Companydate, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and Reinsurer will not be liable liab le for any Extra-Contractual Obligations incurred eligi ble business which was overlooked. The parties’ obliga tions for any recaptured business will be limited to those relating to events or cir cumstances arising or occurring before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Daterecaptured business. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. I414849US-12 (d11-01-2011) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.QT#04028US11 (COLI & B▇▇▇)

Recapture. (a) At any time For a period of [***] following receipt of notice of the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying a recapture; provided, however, that during the date upon which such recapture will be effective continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Effective Date”)Triggering Event,” if the RBC Ratio of the Reinsurer or an Affiliate Retrocessionaire, which as applicable, has further decreased at least [***] percentage points below the applicable RBC Ratio set forth in clause (a) of the definition of “Recapture Effective Date must be Triggering Event,” then, for an additional period of [***] following receipt of notice of such decrease, the last calendar day of an Accounting Period. The Ceding Company will also shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement if termination notwithstanding the expiration of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writinginitial [***] period. (b) Notwithstanding anything in this Agreement Any recapture pursuant to Section 8.03(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a recapture notice (the “Recapture Notice”) to the contraryReinsurer; provided, upon that if such Recapture Notice was delivered less than seven (7) calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.03(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company, Company of a notice of recapture to the Ceding Company will only recapture liabilities arising under Reinsurer) (the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any a recapture pursuant to this Section 9.48.03(a), subject to the satisfaction of payment obligations described in Section 9.58.04, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than any payment the obligations due hereunder under the provisions that expressly survive termination as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, provided in Section 8.02 and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderRisks. (d) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. IDSL-NY VUL4/LP Select Treaty 19 If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A − Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A, or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. 18 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute and are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect. 7) A change in ultimate ownership or control of THE REINSURER that results in the new owner of THE REINSURER not having a Qualified Rating from at least one of the termMajor Rating Agencies which is at least as high as the minimum levels shown in the ‘RISK TRIGGER EVENT’ section of Schedule A. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement due to an increase in the maximum retention limits for THE COMPANY and all of its affiliates, it will do so by giving 60-day prior written notice to THE REINSURER. For any recapture event, upon the delivery of the recapture notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of the Covered Insurance Policies ceded recapture. THE REINSURER shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”)of recapture, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date but shall remain liable for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement all claims incurred on or prior to the contrary, upon date of recapture. No exercise by THE COMPANY of any recapture by the Ceding Companyright will give rise to any claims for damages, the Ceding Company will only recapture liabilities arising under the express terms lost profits, or other form of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant compensation to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect recapture. For recapture due to a Risk Trigger Event or insolvency, additional settlement terms are described in the Reinsured Liabilities incurred prior to “Risk Trigger Event’ section of Schedule A and the Recapture Effective Date. Following the consummation of the recapture or termination‘Insolvency’ section, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrespectively. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such a recapture specifying the date upon which such recapture will be effective (the a “Recapture Effective DateNotice”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement Any recapture pursuant to Section 12.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the contraryReinsurer (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, upon in which case any recapture by pursuant to Section 12.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company, ’s Recapture Notice (the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any a recapture pursuant to this Section 9.412.3(a), subject to the satisfaction of payment obligations described in Section 9.512.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than any payment the obligations due hereunder under the provisions that expressly survive termination as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, provided in Section 12.2 and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderRisks. (d) Notwithstanding the remedies contemplated by this Article IXXII, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or pursue any other remedy to which the Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXXII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence and continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect recapture within one hundred eighty (180) days of the occurrence of such recapture specifying Triggering Event if such Triggering Event is continuing as of the date upon which such recapture will the Ceding Company provides notice of recapture. Recapture of the Reinsured Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day within three (3) months following the date of such notice as set forth in the Ceding Company recapture notice (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any Upon a recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies Reinsured Risks and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Reinsurer Extra-Contractual Obligations. (b) If the Ceding Company fails to timely pay any undisputed amounts due under this Agreement in excess of [REDACTED] in the aggregate and such failure continues for thirty (30) days after written notice thereof from the Reinsurer (a “Termination Event”), the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate within one hundred eighty (180) days of the occurrence of such Termination Event if such Termination Event is continuing as of the date the Reinsurer provides notice of termination. Any such termination of this Agreement shall be effective on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice or such later day within three (3) months following the date of such notice, which shall be deemed the Recapture Date. Upon a termination by the Reinsurer, the Ceding Company shall recapture all of the outstanding reinsurance ceded under this Agreement. (c) Following any a recapture or termination pursuant to this Section 9.48.3, subject to the satisfaction of payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Reinsured Policies, other than (i) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations incurred before as provided in Section 8.3(a) above and (iii) the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Dateprovisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture or terminationrecapture, no - 27 - 46445052.5 1007063901v8 additional Premiums or other amounts payable under such Covered Insurance Reinsured Policies shall be payable to the Reinsurer hereunder, nor shall the Reinsurer have any further right to receive any other Additional Consideration nor shall the Reinsurer have any obligation with respect to payment of claims, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement, in each case, except as provided in this Section 8.3(c). Notwithstanding the foregoing, a recapture or termination pursuant to this Section 8.3 will not affect unpaid obligations or Liabilities due under the Master Transaction Agreement or any of the other Ancillary Agreements. Upon a recapture or termination pursuant to this Section 8.3, the Additional Consideration shall be automatically re-sold, re-assigned, re-transferred and re- delivered to the Ceding Company, effective as of the Recapture Date and all of the Reinsurer’s right, title and interest in the Additional Consideration and the security interest granted pursuant to Section 4.3 shall be automatically released, in each case, without the need for any action on the part of the Parties. (d) Notwithstanding the remedies contemplated by this Article IXVIII, the Master Transaction Agreement or the other Ancillary Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement, the Master Transaction Agreement or any other Ancillary Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A − Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A, or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. 18 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following If Reinsurer fails to take one of the occurrence of a Recapture Triggering Event actions specified in clauses (providedi), with respect to a Recapture Triggering Event under clause (ii) and (iii) of Section 5.20(a) of the definition of Acquisition Agreement under the termcircumstances described therein on or prior to the Trigger Date, that such Recapture Triggering Event has not been cured), the Ceding Company then Cedent shall have the right (but not the obligation) right, upon 10 days’ written notice to Reinsurer, to recapture allthe Coinsured Contracts that have not expired, and not less than all, effective as of the reinsurance first day of the Covered Insurance Policies ceded under this Agreement, by providing month following the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective Trigger Date (the “Recapture Effective Date”), which Recapture Effective Date must be . In the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and event that the Coinsured Contracts that have not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel expired are recaptured pursuant to Section 10.3(d); provided this Article III, a net accounting and settlement with respect to the General Account Liabilities relating to Coinsured Contracts that the Recapture Effective Date for any such recapture have not expired shall be determined undertaken by the arbitration panel unless otherwise agreed between parties hereto pursuant to the Parties provisions set forth below in writingthis Section 3.02. (b) Notwithstanding anything in this Agreement On the Recapture Date, Reinsurer will deliver to Cedent a statement of the General Account Other Insurance Assets, General Account Liabilities, the amount of the participating surplus with respect to the contrary, upon Coinsured Contracts and the amount of any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising contract loans under the express terms Coinsured Contracts that have not expired, each as of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before end of the second month preceding the month in which the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsfalls (the “Preliminary Recapture Statement”), together with a certification of the chief financial officer of Reinsurer that (i) the Preliminary Recapture Statement was prepared in accordance with Connecticut SAP, and (ii) the General Account Reserves set forth therein (A) were determined in accordance with generally accepted actuarial standards consistently applied, (B) were fairly stated in accordance with sound actuarial principles, (C) were based on actuarial assumptions that were appropriate for Cedent’s obligations under the related Coinsured Contracts, and (D) met the requirements of Connecticut SAP. (c) Following On the Recapture Date, Reinsurer shall transfer to Cedent (i) invested assets, cash and Cash Equivalents having an aggregate value sufficient to satisfy the obligations represented by the General Account Liabilities plus the amount of the participating surplus with respect to the Coinsured Contracts less the amount of any recapture contract loans under the Coinsured Contracts that have not expired and less the amount of General Account Other Insurance Assets and (ii) the General Account Other Insurance Assets, each as determined by Reinsurer and set forth on the Preliminary Recapture Statement. Cash shall be transferred by Reinsurer to Cedent by wire transfer of immediately available funds in U.S. Dollars. Invested assets and Cash Equivalents shall be transferred by such instruments of transfer as are reasonably acceptable to Cedent. Invested assets transferred pursuant to this Section 9.4, subject to 3.02(c) shall be valued at their market value as of the payment obligations described Recapture Date. As specified in Section 9.56.02 hereof, both the Ceding Company Cedent shall, from and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through after the Recapture Effective Date but still unpaid on Date, be entitled to receive and retain all contract loan repayments under the Coinsured Contracts that have not expired. Recapture shall be deemed to occur upon the receipt by Cedent of such dateinvested assets, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationscash and Cash Equivalents and such General Account Other Insurance Assets, and any other obligations free of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums all liens or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderencumbrances. (d) Notwithstanding Reinsurer shall, on or before the remedies contemplated by this Article IXdate that is 30 days after the Recapture Date, prepare a statement of the General Account Other Insurance Assets, General Account Liabilities, the Ceding Company mayamount of the participating surplus with respect to the Coinsured Contracts and the amount of any contract loans under the Coinsured Contracts that have not expired, each as of the close of business on the last day of the month preceding the month in which the Recapture Date falls (the “Proposed Recapture Statement”), together with a certification of the chief financial officer of Reinsurer to the same effect with respect to the Proposed Recapture Statement as of the date thereof as the certification provided by such officer with respect to the Preliminary Recapture Statement as of the date thereof pursuant to Section 3.02(b). Promptly after its sole discretionpreparation, require direct payment Reinsurer shall deliver copies of the Proposed Recapture Statement to Cedent. Cedent shall have the right to review the Proposed Recapture Statement and comment thereon for a period of 45 days after receipt thereof. Reinsurer agrees that Cedent and its accountants and other agents may have access to the accounting records of Reinsurer relating to its preparation of the Proposed Recapture Statement for the purpose of conducting its review. Any changes in the Proposed Recapture Statement that are agreed to by Reinsurer and Cedent within 45 days of the aforementioned delivery of such statement by Reinsurer shall be incorporated into a final recapture statement as of the close of business on the last day of the month preceding the month in which the Recapture Date falls (the “Final Recapture Statement”). In the event that Reinsurer and Cedent are unable to agree within such 45-day period on the manner in which any item or items should be treated in the prepa ration of the Final Recapture Statement, or upon (i) the amount of invested assets, cash and Cash Equivalents that is sufficient to satisfy the obligations represented by the Reinsurer General Account Liabilities plus the amount of participating surplus with respect to the Coinsured Contracts less the amount of any sum contract loans under the Coinsured Contracts that have not expired and less the amount of General Account Other Insurance Assets or (ii) the amount of the General Account Other Insurance Assets, separate written reports of such item or items shall be made in default concise form and shall be referred to a nationally-known firm of independent actuaries selected by Cedent and approved by the Reinsurer, which approval shall not unreasonably be withheld (the “Third Party Actuary”). The Third Party Actuary shall determine within 14 days the manner in which such item or items shall be treated on the Final Recapture Statement; provided, however, that the dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by Cedent and Reinsurer, respectively; further provided, however, that in no event shall the amount of invested assets, cash and Cash Equivalents that is deemed to be sufficient to satisfy the obligations represented by the General Account Liabilities less the amount of any contract loans under this Agreement the Coinsured Contracts that have not expired be less than the amount of the General Account Liabilities less the amount of any such contract loans. The determinations by the Third Party Actuary as to the items in lieu dispute shall be in writing and shall be binding and conclusive on the parties and shall be so reflected in the Final Recapture Statement. The fees, costs and expenses of exercising retaining the remedies Third Party Actuary shall be shared equally between the parties. Such determination shall be binding and conclusive on the parties. Following the resolution of all disputed items, Reinsurer shall prepare the Final Recapture Statement and shall deliver copies of such statement to Cedent. (e) In the event the aggregate amount of invested assets, cash and Cash Equivalents and General Account Other Insurance Assets reflected on the Preliminary Recapture Statement and transferred to the Cedent on the Recapture Date is less than an amount equal to the General Account Liabilities plus the amount of participating surplus with respect to the Coinsured Contracts less the amount of any contract loans under the Coinsured Contracts that have not expired less the amount of General Account Other Insurance Assets, each as reflected on the Final Recapture Statement, Reinsurer shall transfer to Cedent additional cash or Cash Equivalents equal to the amount of such difference, together with interest thereon from and including the Recapture Date to but not including the date of such transfer computed at an Annual Rate equal to the 90-Day Treasury Rate in this Article IXeffect as of the Recapture Date. In the event the aggregate amount of invested assets, cash and Cash Equivalents, and it General Account Other Insurance Assets reflected on the Preliminary Recapture Statement and transferred to Cedent on the Recapture Date is more than an amount equal to the General Account Liabilities plus the amount of participating surplus with respect to the Coinsured Contracts less the amount of any contract loans under the Coinsured Contracts that have not expired less the amount of General Account Other Insurance Assets, each as reflected on the Final Recapture Statement, Cedent shall be no defense transfer to Reinsurer cash or Cash Equivalents in the amount of such difference, together with interest thereon computed at an Annual Rate as specified above from and including the Recapture Date to but not including the date of such transfer. (f) If at any such claim that time after the Ceding Company might have had other recourseRecapture Date Cedent or any of its Affiliates is required to make any payment in respect of any Post Recapture Extra Contractual Obligations, Reinsurer will, promptly upon Cedent’s demand therefor, pay the amount thereof to Cedent.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer’s Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of any sum in default under this Agreement in lieu a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of exercising full Statutory Financial Statement Credit for the remedies in this Article IX, and it shall be no defense to any such claim Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (c) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer; (d) If the Reinsurer fails in any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer; or (e) If the Reinsurer terminates this Agreement pursuant to Section 20.3(a).

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.48.4, subject to the payment obligations described in Section 9.58.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXVIII, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 9.01 Business reinsured under this Agreement will not be eligible for recapture, unless (a) At the Reinsurer is deemed insolvent, (b) the Reinsurer is delinquent on an undisputed net amount due to the Ceding Company as described in Section 8.03, the Ceding Company has given the Reinsurer sixty (60) days written notice of its intent to recapture under the provisions of this Section, and the Reinsurer has failed to pay the net amount due with interest by the end of the sixty (60) day notice period, or (c) the Reinsurer fails to furnish the required security under the provisions of Section 9.02 below. 9.02 If the Reinsurer's claims paying ratings fall below a Standard & Poor's rating of A- and the Reinsurer is unable to novate this Agreement to an affiliate having a Standard & Poor's rating of A- or better, the Reinsurer will be required to provide security equal to or greater than 125% of statutory reserves as calculated in accordance with the provisions of Article 7. Such security will be provided within thirty (30) days of the date the Ceding Company provides notice that such security is required and will be maintained thereafter during the entire period the Reinsurer's Standard & Poor's claims paying rating is below A-. Such security may take any of the forms allowed under Article 7. In the event the Reinsurer's claims paying rating is below A- and the Reinsurer fails to provide the required security at any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)as required by this section, the Ceding Company shall have the right (but not the obligation) option to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded business reinsured under this Agreement, by providing . If Standard & Poor's ceases to provide insurance claims paying rating services after the Reinsurer with prior written notice of its intent to effect such recapture specifying the effective date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding CompanyAgreement, the Ceding Company and the Reinsurer shall mutually agree upon the insurance claims paying rating service (and a claims paying rating threshold that is comparable to Standard & Poor's A-) under which this provision will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsoperate. (c) Following any 9.03 In the event business reinsured under this Agreement becomes eligible for recapture pursuant to this under Section 9.49.01 above, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of mutually agree upon the recapture or terminationterms. In the event that the parties cannot reach agreement as to recapture terms, no additional Premiums or other amounts payable under such Covered Insurance Policies the matter shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this resolved as provided in Article IX14, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.Arbitration. Treaty No. 3188-10 Effective 08/01/2002

Recapture. (Reinsured policies will not be eligible for recapture due solely to an increase in the Company’s quota share percentage retained. The Company may apply an increase in its Retention Limit to reduce the ceded amount of inforce reinsurance ceded on an automatic basis provided, however, that: a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior an irrevocable written notice of its intent intention to effect such recapture; and b) Recapture will be effected on the next anniversary of each Reinsured Policy eligible for recapture specifying unless agreed otherwise by both parties and with no recapture being made until the Reinsured Policy has been in force for the period specifi ed in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date upon which such of the original policy; and c) The Company has maintained, from the time the policy was issued, its quota share retention as set out in Exhibit D, and has applied its increased Retention Limit to all categories set out in Exhibit D. In applying its increased Retention Limit to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased retention. The amount of reinsurance eligible for recapture will be effective (the “difference between the amount originally retained and the amount the Company would have retained on the same quota share basis had the new retention been in effect at the time of issue. If there is reinsurance with other reinsurers on risks eligible for recapture, the reduction will be applied pro rata to the total outstanding reinsurance. Recapture Effective Date”)is optional, which Recapture Effective Date but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. In addition, all life risks reinsured under any other simil arly underwritten COLI or B▇▇▇ reinsurance agreement between the last calendar day of an Accounting PeriodReinsurer and the Company which are eligible for recapture must be similarly recaptured. The Ceding No reserves for the recaptured business will be paid to the Company will also recapture all, and not less than all, by the Reinsurer. I414848US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇) Effective as of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Companydate, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and Reinsurer will not be liable liab le for any Extra-Contractual Obligations incurred eligi ble business which was overlooked. The parties’ obliga tions for any recaptured business will be limited to those relating to events or cir cumstances arising or occurring before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Daterecaptured business. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. I414848US-12 (d11-01-2011) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.QT#04028US11 (COLI & B▇▇▇)

Recapture. 1. The retention limits of Lutheran Brotherhood are shown in the attached exhibit if applicable. Lutheran Brotherhood shall notify Minnesota Mutual of any subsequent changes to these limits by giving 30 days prior written notice. 2. If Lutheran Brotherhood increases any of its retention limits for any of the business described in the Exhibit, Lutheran Brotherhood shall, subject to the provisions of Article XXII regarding the termination of this Agreement, have the option of making corresponding reductions in the in force reinsurance. Such reductions shall only apply to the reinsurance on those lives on which Lutheran Brotherhood retained its maximum limit that had been in effect at the time the policy was, or the policies were, issued. No reduction, however, shall be made in any reinsurance until it has been in force under this Agreement for at least the number of years specified in the relevant Exhibit. 3. If Lutheran Brotherhood elects to exercise its option to reduce the eligible existing reinsurance under this Agreement and written notice thereof is given to Minnesota Mutual within ninety (90) days of the effective date of the increase in its retention limits, then upon the anniversary date of each such reinsured policy next following the later of (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) effective date of the definition increase in retention limits and (b) the end of the termduration, as specified in Section 2 of this Article, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded shall, as a precedence for such reduction, have remained in force under this Agreement, the risk amounts reinsured shall, unless otherwise precluded by providing similar recapture procedures being applied to prior risks on the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will same life, be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Periodreduced. The Ceding Company will also reduction shall be for such amounts in each case as shall be required to increase the total risk amounts to be retained by Lutheran Brotherhood to its new maximum limits. If any reinsurance be so reduced, all in force reinsurance under this Agreement which is eligible for recapture, as provided in this Article, shall be similarly reduced. If Lutheran Brotherhood’s excess risks under any policy have been reinsured with more than one reinsurer, the reduction in the reinsurance with Minnesota Mutual shall be for that proportion of the total indicated reduction which the respective risk amounts reinsured with Minnesota Mutual bear to the respective total risk amounts reinsured by Lutheran Brotherhood on such risk. 4. If, at the time of recapture allin accordance with the terms of this Article, and not less than allthe risk is an active claim for disability waiver of premium benefits, the life risk portion of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any considered eligible for recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4reduced accordingly. However, subject to the payment obligations described continued timely payments of the reinsurance premiums for the disability waiver of premium benefit risk as specified in Section 9.5Article X, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations reinsurance under this Agreement for the associated disability waiver of premium benefit risk shall remain in respect full force and the liability of Minnesota Mutual on such reinsurance shall continue without reduction, to the extent specified in Section 2 of Article XIII, until the individual insured recovers and the policy is returned to a regular premium paying status, at which time that portion of such reinsurance which corresponds to the prior reduction in the reinsurance for the associated life insurance risk shall be recaptured by Lutheran Brotherhood. 5. The execution or contemplation of execution by Lutheran Brotherhood of an excess of loss agreement shall in no way serve to reduce any inforce reinsurance under this Agreement. 6. Whenever the amount at risk on the life risk portion of any existing reinsurance under this Agreement which does not include any associated accidental death benefit risk reduces to an amount equal to, or less than, the Trivial Limit specified in the relevant Exhibit, such reinsurance shall be wholly recaptured by Lutheran Brotherhood with effect from the date on which said amount at risk reduces to such level. If such recapture is effective between the anniversary dates of the applicable Covered Insurance Policiespolicy, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid a pro-rata adjustment on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, all premium and any other obligations of applicable commission or allowance items shall be taken into account from the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation effective date of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereundernext anniversary date. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may7. For recaptures, in its sole discretionaccordance with the terms of this Article, require direct payment by of all or any portions of the Reinsurer risks on reinsurance effected on the Coinsurance and Modified Coinsurance plans of Reinsurance, adjustments shall, unless otherwise specified in the relevant Exhibit, be taken into account for the appropriate share of any sum in default under this Agreement in lieu of exercising the remedies in this Article IXdividends, policy values and it shall be no defense to any such claim that the Ceding Company might have had other recoursereserves applicable.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer’s Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of any sum in default under this Agreement in lieu a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of exercising full Statutory Financial Statement Credit for the remedies in this Article IX, and it shall be no defense to any such claim Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (c) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer, unless such breach constitutes a Capital Maintenance Failure, in which case the provision in Section 11.1(e) shall apply and this provision shall not apply; (d) If the Reinsurer fails in any material respects to fund either of the Reinsurance Trust Accounts to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer; or (e) If there is a Capital Maintenance Failure under the Capital Maintenance Agreement. For purposes of this Section 11.1(e), a “Capital Maintenance Failure” occurs at the end of any Approval Period when (i) the Reinsurer’s Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in the Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in the Capital Maintenance Agreement) in the amount of the deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in accordance with Section 2(a) of the Capital Maintenance Agreement (for the avoidance of doubt, including if any such failure is due to the failure on part of the Obligor to obtain any required prior consents from the Board of Governors of the Federal Reserve System as set forth in the Capital Maintenance Agreement within the Approval Period). The Reinsurer shall reimburse the Ceding Company for actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e).

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, Except with respect to a Recapture Triggering Event under clause Corporate Transfer, Landlord may, within twenty (ii20) days after submission of the definition of the termTenant's written request for Landlord's consent to an assignment or subletting, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer provide Tenant with prior written notice of its intent election to effect such recapture specifying cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as of the date upon which the proposed Transfer is to be effective. Tenant may rescind its transfer request within ten (10) business days after receipt of Landlord's notice and this Lease shall continue in full force and effect. If Landlord cancels this Lease as to any portion of the Premises, then this Lease shall cease for such recapture will be effective (portion of the “Recapture Effective Date”), which Recapture Effective Date must be Premises and Tenant shall pay to Landlord all Rent accrued through the last calendar day cancellation date relating to the portion of an Accounting Period. The Ceding Company will also recapture allthe Premises covered by the proposed Transfer, and Tenant shall be released from a continuing obligations accruing thereafter except calculations or recalculations of Taxes and Operating Expenses. If during the first seven (7) years of the initial Term Tenant proposes a financial institution which will use the Premises solely in accord with the Permitted Use and Landlord recaptures the Premises, then the Landlord shall reimburse Tenant for the unamortized (using straight line amortization over a period of ten (10) years, or such shorter time as is the useful life of any particular item or element, starting at the Commencement Date) cost of improvements to the Premises paid by Tenant which are for the specific use by such a financial institution and which cannot be removed from the Premises; within thirty (30) days after the Commencement Date, Tenant shall provide Landlord with a statement and all documentation establishing the cost of Tenant's Work to the Premises paid for by Tenant. Thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person) without liability to Tenant. Notwithstanding anything to the contrary contained herein, Landlord may not exercise the recapture rights provided for in this Section 8.2 if the proposed subletting is for less than twenty five percent (25%) of the Premises and terminates not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. three (b3) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred years prior to the Recapture Effective Date. Following the consummation end of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. remaining term (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense without giving effect to any such claim that the Ceding Company might have had other recourserenewal or extension right).

Recapture. (a) At any time following Except in the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) case of the definition sale of Tenant’s business conducted in the termPremises in which event, Landlord shall not have any right to recapture the Premises and/or terminate this Lease; provided that no uncured Default by Tenant exists at the time of such Recapture Triggering Event has not been cured)sale, the Ceding Company Landlord shall have the right to terminate this Lease as to that portion of the Premises covered by a Transfer. Landlord may exercise such right to terminate by giving notice to Tenant at any time within twenty (20) days after the date on which Tenant has furnished to Landlord all of the items required under Paragraph 14.B. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the effective date of the proposed Transfer. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. Except in the case of the sale of Tenant’s business conducted in the Premises in which event, Landlord shall not have any right to share in the profits of same, if Landlord consents to any Transfer, Tenant shall pay to Landlord one-half (1/2) of all net Rent and other net consideration under the Lease received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred. As used herein, the terms “net Rent” and/or “net consideration” shall mean the excess of the Base Rent, Additional Rent and other consideration paid by such assignee or subtenant above the Base Rent and Additional Rent paid by Tenant hereunder after deduction of all reasonable and customary expenses incurred by Tenant in connection with such assignment or sublease including, but not the obligation) to recapture alllimited to, brokerage commissions, leasehold improvement costs and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Periodattorney’s fees. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture Such Rent shall be determined paid as and when received by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement Tenant. In addition, Tenant shall pay to the contrary, upon Landlord any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums reasonable attorneys’ or other amounts payable under fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Covered Insurance Policies shall be payable to the Reinsurer Transfer and whether or not Landlord exercises its termination rights hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence The Ceding Company may recapture a proportionate share of a Recapture Triggering Event (provided, with respect up to a Recapture Triggering Event under clause (ii) 100% of the definition Net Ceded Liabilities. The parties shall agree on the effective date of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”). Any such recapture shall apply to all Policies reinsured under this Agreement on a pro rata basis. The Reinsurer shall be liable for the Net Benefits associated with recapture amounts, as well as for other claims as specified in Article IV, for Extra-Contractual Obligations, each as incurred Prior to the effective date of the recapture. Within sixty (60) days of the Recapture Date (the “Recapture Settlement Date”), which assets consisting of policy loans (including accrued and unearned policy loan interest), cash and investments at market value, and accrued investment income net of unearned investment income, shall be transferred by the Reinsurer to the Ceding Company with the amount as of the Recapture Effective Date must equal to (i) General Account Statutory Reserves plus (ii) the positive or negative Interest Maintenance Reserve Adjustment. In addition, the “Recapture Assets and Liabilities” shall be the last calendar day of an Accounting Periodtransferred. The Reinsurer shall also pay to the Ceding Company will also recapture allinterest on such amount at the rate of four percent (4%) per annum, and not less than allsimple rate, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that beginning on the Recapture Effective Date for any such recapture and ending on the Recapture Settlement Date. The Recapture Assets and Liabilities shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. include all account balances (bboth assets and liabilities) Notwithstanding anything in this Agreement related to the contrary, upon any recapture Policies and ceded by the Ceding CompanyCompany to the Reinsurer. Recapture Assets and Liabilities shall include, but are not limited to, uncollected premiums, deferred premiums and premiums received in advance, in each case to the extent attributable to the recapture Policies. The Recapture Assets and Liabilities shall also include amounts in respect of the recapture Policies that are paid to or received by the Reinsurer on behalf of the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before after the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) but prior to the Settlement Date. Following any recapture pursuant to this Section 9.4a recapture, subject to the satisfaction of payment obligations described in Section 9.5above, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance recapture Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Because the occurrence FTA holds an interest in the property of a Recapture Triggering Event (providedthe Station, with respect when SEPTA contractually conveys to a Recapture Triggering Event under clause (ii) third party rights to any or all of the definition Station property (such as through a lease, license, easement, etc.), SEPTA reserves the right to recapture all or part of the term, that such Recapture Triggering Event has not been curedconveyed property (“Recapture”), subject to the Ceding Company Recapture requirements established by the FTA. Accordingly, SEPTA and Lessee acknowledge that, notwithstanding any other provision herein, SEPTA shall have the right (but not to Recapture the obligation) Premises, or any part thereof, when it is for transportation purposes or to recapture all, and not less than all, comply with the requirements of the reinsurance FTA. The right to Recapture may be exercised at any time during the Lease Term, provided that SEPTA gives the Lessee twelve (12) months prior, written Notification of Termination (“Recapture Notification”), which expressly specifies that the Covered Insurance Policies ceded Early Termination is an act of Recapture and identifies the intended Early Termination Date (the “Recapture Date”). To execute the act of Recapture, SEPTA may revoke in whole or in part, terminate, or modify as applicable, this Lease Agreement and the Lease established hereunder. Upon Recapture Notification, provided Lessee timely vacates the Premises on or before the Recapture Date, is not in default under this Agreement, and timely complies with its obligations under this Agreement, including but not limited to, the condition of the Premises at the end of the Lease, SEPTA shall pay to Lessee within sixty (90) days of the Recapture Date the unamortized cost of Lessee’s Initial Improvements (as defined in Section 4) and other Improvements (as defined in Section 10)(together “Recapture Costs”). For the purposes of this Agreement, the cost of the Recapture Costs, incurred by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture Lessee, will be effective as evidenced by a written statement individually itemizing all costs and fees, including labor, incurred by Lessee together with appropriate supporting documentation. If Lessee timely provides such statement, then the payment due to Lessee hereunder shall be calculated by amortizing the total costs shown on such statement over the Initial Term of the Lease, commencing 1-year after the conclusion of the construction period of the Initial Improvements, on a straight line basis, and calculating the unamortized balance as of the Recapture Date (the “Recapture Effective DatePayment”). SEPTA shall have no other obligations toward Lessee or any Subtenant in the event of such notice of Recapture. Other than the Recapture Payment, which Recapture Effective Date must be Lessee and any Subtenant hereby waive any right to any reimbursement for the last calendar day loss or diminution of an Accounting Period. The Ceding Company will also its leasehold or subleasehold interest in the Premises as a result of such recapture allas provided herein, and not less than allwaives any claim for relocation from the Premises and the expenses of such relocation, as may be provided under any statute or other law. Lessee shall include, among the terms of any sublease as may be authorized hereunder, provisions (i) placing a Subtenant on notice that Lessee may terminate the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); sublease upon Recapture Notification, as provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement section, and (ii) that a Subtenant waives any right to any reimbursement from either SEPTA or Lessee for the contraryloss or diminution of its subleasehold interest or value of its business as a result of such Recapture, upon and waives any recapture by claim against either SEPTA or Lessee for relocation from the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company subleasehold and the Reinsurer will expenses of such relocation, as may be fully and finally released from all rights and obligations provided under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums statute or other amounts payable under such Covered Insurance Policies law. Lessee shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXalso include in any sublease those terms and conditions regarding SEPTA’s rights of Recapture, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies as set forth in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourseSection.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article or under the provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. IDSL VUL4/LP Select Treaty 20 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following Upon the occurrence and during the continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to terminate this Agreement and recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, Reinsured Contracts by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying a termination and recapture. (b) Upon the date upon which such recapture will be effective occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the “Recapture Effective Date”), which Recapture Effective Date must be obligation) to terminate this Agreement and cause the last calendar day of an Accounting Period. The Ceding Company will also to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded Reinsured Contracts by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, providing the Ceding Company will only recapture liabilities arising under the express terms written notice of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsits intent to effect a termination. (c) Termination of this Agreement and recapture of the Reinsured Contracts shall be effective on the later of (i) the tenth (10th) calendar day following the day on which the Ceding Company or the Reinsurer, as applicable, has provided the other Party with written notice of its intent to effect a termination and (ii) solely after a Reserve Credit Event, the end of the quarter in which the Ceding Company has provided the Reinsurer with written notice of its intent to effect a termination (the later of such dates, the “Recapture Date”); provided, that if the Reinsurer or the Ceding Company, as applicable, cures such Recapture Event prior to the Recapture Date, then this Agreement shall not terminate and shall continue in force. (d) Following any a termination and recapture pursuant to this Section 9.3, including payment of any Terminal Settlement Amount pursuant to Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date and any breaches of this Agreement prior to such date. (e) Following a termination and recapture pursuant to this Section 9.3, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Reinsurer shall promptly execute and file such documents as are reasonably necessary to release its security interest in the assets supporting the reserves of the Reinsured Contracts held in the Separate Accounts pursuant to the terms of the Security Agreement. (f) The Ceding Company Extra-Contractual Obligations, and any other obligations of shall continue to promptly pay to the Reinsurer with respect any Reinsurer Receivables it receives that were due to the Reinsured Liabilities incurred Reinsurer prior to the Recapture Effective Date. Following The Ceding Company shall have no right to recapture the consummation Reinsured Contracts outside of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable a termination effected pursuant to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. Notwithstanding anything to the contrary in this Lease, if Tenant vacates or abandons the Premises for any period of time longer than six (a6) At consecutive months during the Lease Term for any time following the occurrence of reason other than a Recapture Triggering Event Temporary Closure (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been curedas defined below), the Ceding Company Tenant shall not be in default hereunder, but Landlord shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective option (the “Recapture Effective Option”) to terminate this Lease upon thirty (30) days’ prior written notice to Tenant (the “Recapture Notice”). Any such termination by Landlord shall be effective as of the date (the “Recapture Date”) that is thirty (30) days after the date of the Recapture Notice. Notwithstanding the foregoing, if Tenant reoccupies the Premises within thirty (30) days after receipt of the Recapture Notice, such termination shall be of no force or effect and this Lease shall continue to be in effect for all purposes (provided that if Tenant should vacate or abandon the Premises within one-hundred eighty (180) days after any such re-occupancy, then Landlord shall thereafter be entitled to exercise its Recapture Option at any time the Premises remain unoccupied and, under such circumstances, Tenant shall not be entitled to nullify such Recapture Option by reoccupying the Premises). For the purposes hereof, which the term “Temporary Closures” means, collectively, temporary vacations of the Premises or cessations of business operations at the Premises due to any force majeure event under Paragraph 49 of this Lease, casualty, condemnation, remodeling (for no longer than sixty (60) consecutive days) or closures caused by the acts or omissions of Landlord or its employees, agents or contractors. For purposes of clarity, Tenant shall remain obligated to perform all of its obligations under this Lease during any such period of vacation or closure. If this Lease is terminated pursuant to the provisions of this Paragraph 71, (i) Tenant shall vacate the Premises in accordance with the requirements of this Lease, (ii) Tenant’s obligation to pay rent shall cease on the Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture allDate, and not less than all, (iii) neither party shall have any further obligations as of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred those that accrued prior to the Recapture Effective Date. Following , or those that expressly survive the consummation expiration or earlier termination of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderthis Lease. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying recapture. The Company shall give the date upon which such recapture will be effective Reinsurer written notice (the “Recapture Effective DateElection Notice”), which Recapture Effective Date must be ) specifying (x) the last calendar day grounds for the exercise of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel its remedies pursuant to this Section 10.3(d); provided that 9.3 and (y) the Recapture Effective Date for any such fact of recapture shall be determined by and the arbitration panel unless otherwise agreed between the Parties in writingeffective date of recapture. (b) Notwithstanding anything in this Agreement to the contrary, upon any Any recapture by the Ceding Company, Company shall not be deemed to have been consummated until (i) the Ceding Company will only recapture liabilities arising under has delivered the express terms Election Notice and (ii) the Company has received the payment of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before entire Recapture Fee as determined in Section 9.3(c) (the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any recapture pursuant to this Section 9.4, subject to The amount of the payment obligations described Recapture Fee shall be determined in Section 9.5, both accordance with the Ceding formula set forth below by a nationally recognized actuarial consulting firm mutually agreed upon by the Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of (the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder“Actuary”). (d) Notwithstanding The “Recapture Fee” shall be equal to (A) + (B) –(C) where (A) is the remedies contemplated Reserves on the Covered Contracts as of the Recapture Date, (B) is the amount of fees and costs of the Actuary for its work in calculating the Recapture Fee and of any outside attorneys or other outside consultants advising the Company in connection with the recapture and (C) is the amount of Recapture Ceding Commission as determined below. (e) The “Recapture Ceding Commission” shall be equal to the Appraisal Value of the Covered Contracts subject to recapture (the “Recaptured Business”) as of the Recapture Date, adjusted for taxes as provided below. (f) The “Appraisal Value” of the Recaptured Business shall be equal to the present value (calculated at an interest rate equal to LIBOR plus 10%) as of the Recapture Date of the following values for the Recaptured Business: (a) After Tax Statutory Profits, plus (b) After Tax Interest on Required Surplus, minus or plus (c) the increase or decrease in Required Surplus, minus (d) the Required Surplus of the Recapture Date. (g) For purposes of Section 9.3, “Required Surplus” shall be calculated on the assumption that Total Adjusted Capital to Company Action Level RBC, in each case with respect to the Recaptured Business, shall be 200 percent (Both Total Adjusted Capital and Company Action Level RBC shall be determined as provided in the Risk-Based Capital (RBC) Model Act or the NAIC’s rules with respect thereto.) In fixing the other values required by this Article IXthe above formula, the Ceding Company mayActuary shall use its best estimates of future mortality, in its sole discretionearned and credited interest rates, require direct payment by lapses and surrenders, premium persistency, producer compensation, other taxes, licenses and fees; provided however, that the Reinsurer Actuary shall assume that the unit cost of any sum in default under this Agreement in lieu of exercising providing administrative services for the remedies in this Article IX, and it Recaptured Business shall be no defense to any the amount that would be charged by an unaffiliated third-party administrator and shall increase by three percent per year over the estimated cost of such claim that services for the Ceding Company might have had other recoursetwelve months immediately following the Recapture Date.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. IDSL VUL4/LP Select Treaty 20 If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. IDSL VUL4/LP Select Treaty 19 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. By written notice to Lessee (athe "Termination Notice") At any time within twenty (20) business days following the occurrence of a Recapture Triggering Event (provided, with respect submission to a Recapture Triggering Event under clause (ii) Lessor by Lessee of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described information specified in Section 9.5, both Lessor may (1) terminate this Lease in the Ceding Company event of an assignment of this Lease or sublet of the entire Leased Premises, or (2) terminate this Lease as to the portion of the Leased Premises to be sublet, if the sublet is to be of less than the entire Leased Premises. Upon the termination date of this Lease, if Lessor exercises its rights under this Section 9.6, Lessor shall pay to Lessee the unamortized cost of Lessee's leasehold improvements multiplied by that fraction the numerator of which is the Rentable Area for assignment or sublease, and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect denominator of which is the Rentable Area of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through entire Leased Premises before such Transfer. In the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before event Lessor elects to terminate under the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsprovisions hereof, and any the area to be terminated is less than the entire Leased Premises, an amendment to this Lease shall be executed in which Lessee's obligations for rent and other obligations charges shall be reduced in proportion to the reduction in the size of the Reinsurer with respect Leased Premises caused thereby to the Reinsured Liabilities incurred portion of the Leased Premises offered for sublease by restating the description of the Leased Premises, and its monetary obligations hereunder shall be reduced by multiplying such obligations by a fraction, the numerator of which is the Rentable Area of the Leased Premises offered for sublease and the denominator of which is the Rentable Area of the Leased Premises immediately prior to such termination. For purposes hereof, the Recapture Effective Date. Following term "Rentable Area" of a floor shall mean all areas available or held for the consummation exclusive use and occupancy of the recapture occupants or terminationfuture occupants of the Complex, no additional Premiums or other amounts payable under such Covered Insurance Policies measured from the inside finished surface of the dominant portion of the permanent outer Building walls, excluding stairs, elevator shafts, flues, pipe shafts, vertical ducts, and the like, and their enclosing walls, which serve more than one floor of the Building, but not stairs, dumbwaiters, lifts, and the like, exclusively serving a tenant occupying offices on more than one floor. No deductions shall be payable made for columns and projections necessary to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXBuilding. For purposes hereof, the Ceding Company mayRentable Area of an office on a floor shall be computed by multiplying (a) the number of square feet computed by measuring to the finished surface of the office side of corridor and other permanent walls, in its sole discretion, require direct payment by to the Reinsurer center of any sum in default under this Agreement in lieu of exercising partitions that separate the remedies in this Article IXoffice from similar adjoining areas, and it shall be no defense to any such claim the inside finished surface of the permanent outer Building walls ("Usable Area") by (b) that fraction the Ceding Company might have had other recoursenumerator of which is Rentable Area and the denominator of which is Usable Area.

Recapture. Except as provided in Section 10.1(5), Landlord shall have the option, exercisable by written notice to Tenant (athe "Recapture Notice") At any time following within ten (10) business days after Landlord's receipt of each Tenant's Notice, to exclude from the occurrence Premises covered by this Lease ("Recapture"), all or part of a Recapture Triggering Event (the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment; provided, however, that if Tenant withdraws its Tenant's Notice within ten (10) days after Tenant's receipt of the Recapture Notice, then the Recapture Notice shall be null and void. If Landlord elects to recapture and Tenant has not withdrawn its Tenant's Notice, Tenant shall surrender possession of the space proposed to be recaptured (the "Recapture Space") to Landlord on the effective date of recapture of such space from the Premises such date being the Termination Date for such space. In the event that Landlord exercises its recapture right as set forth herein with respect to a Recapture Triggering Event under clause (ii) portion of the definition Premises proposed to be assigned or subleased, such Recapture Space must be contiguous and in quarter-floor increments, the number of such increments to be specified by Landlord, but the location of such increments and the Recapture Space shall be specified by Tenant. For example, if Tenant notifies Landlord that four (4) floors will be subleased and Landlord exercised its recapture right as to two (2) contiguous floors, then Tenant shall decide which two (2) contiguous floors will constitute the Recapture Space. In the event that Landlord recaptures a partial floor, Landlord shall perform or cause to be performed all Demising Work, at Landlord's expense. Effective as of the term, that such Recapture Triggering Event has not been cured)date of recapture of any portion of the Premises pursuant to this section, the Ceding Company shall have the right (but not the obligation) to recapture allMonthly Base Rent, and not less than all, Rentable Area of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, Premises and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture Tenant's Share shall be determined by adjusted accordingly. Notwithstanding the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement preceding paragraph to the contrary, upon Landlord shall not have the recapture rights set forth in this Section 10.2 in the event of a sublease if: (1) the sublease is for five (5) years or less, unless the term of the sublease is for the then balance of the Term (including any recapture by the Ceding Companyrenewal terms, the Ceding Company will only recapture liabilities arising under the express terms rights to which have then been exercised by Tenant), regardless of the Covered Insurance Policies size of the proposed sublease premises, or (2) the proposed sublease premises, together with all other portions of the Premises then being subleased by Tenant and will all Excess Rent Sharing Space, is less than the lesser of 50,000 square feet or 25% of the Premises, regardless of the duration of the proposed sublease. If Landlord Recaptures any space as a result of a proposed sublease, such Recapture shall only be for a period of time equal to the term of the proposed sublease (regardless of whether or not be liable for any Extra-Contractual Obligations incurred before Landlord actually leases the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject Space to the payment obligations described in Section 9.5, both the Ceding Company proposed subtenant) and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect such space shall again become part of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on Premises (and Excess Rent Sharing Space) upon expiration of such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereundertime period. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. If Tenant seeks to assign its interest in this Lease Landlord may, at its option, upon written notice (athe "ASSIGNMENT RECAPTURE NOTICE"), to Tenant within thirty (30) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) days after Landlord's receipt of the definition information specified in Article 0 above, elect to recapture the Leased Premises, and within sixty (60) days after notice of such election has been given to Tenant, this Lease shall terminate unless Tenant shall, within fifteen (15) days after delivery of the termAssignment Recapture Notice to Tenant, that such Recapture Triggering Event has not been cured)deliver to Landlord written notice withdrawing its notification delivered pursuant to Article 0. If Tenant seeks to sublet all or any portion of the Leased Premises, Landlord may, at Landlord's option, upon notice to Tenant (the Ceding Company shall have the right "SUBLEASE RECAPTURE NOTICE") within thirty (but not the obligation30) days after Landlord's receipt of Tenant's notification delivered pursuant to Article 0, elect to recapture allsuch portion of the Leased Premises as Tenant seeks to sublet, and not less than allwithin sixty (60) days after notice of such election has been given to Tenant, this Lease shall terminate as to the portion of the reinsurance Leased Premises recaptured, unless within fifteen (15) days after delivery to Tenant of the Covered Insurance Policies ceded under this AgreementSublease Recapture Notice, by providing the Reinsurer with prior Tenant delivers to Landlord written notice of withdrawing its intent notification delivered pursuant to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting PeriodArticle 0. The Ceding Company will also recapture all, and not less than all, If all or a portion of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement Leased Premises is awarded recaptured by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture Landlord pursuant to this Section 9.4Article 0, subject Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer termination date with respect to the Reinsured Liabilities incurred prior Leased Premises or the recaptured portion thereof, and prorating the Annual Basic Rent, Additional Rent and other charges payable hereunder to such date. If Landlord does not elect to recapture as set forth above, Tenant may thereafter enter into a valid assignment or sublease with respect to the Recapture Effective Date. Following the consummation Leased Premises, provided that Landlord consents thereto pursuant to this Article 0, and provided further, that (a) such assignment or sublease is executed within ninety (90) days after Landlord has given its consent, (b) Tenant pays all amounts then owed to Landlord under this Lease, (c) there is not in existence an Event of Default as of the recapture effective date of the assignment or terminationsublease, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding there have been no material changes with respect to the remedies contemplated by this Article IX, financial condition of the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.proposed subtenant or assignee or

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer's Quota Share of the Reinsured Policies upon the occurrence of one of the following events; (a) If the Reinsurer becomes insolvent; (b) If the Bermuda Monetary Authority takes control of any sum in default under this Agreement in lieu the assets of exercising the remedies in this Article IXReinsurer and/or cancels or significantly restricts the conditions of the Reinsurer’s license; (c) If either the Bermuda Monetary Authority, and it shall be no defense Petitioning Creditor(s) or the Reinsurer institutes a proceeding or petition for, the appointment of a liquidator of the Reinsurer; (d) If the Reinsurer fails to any such claim take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Financial Statement Credit for the Reinsured Policies within forty-five (45) calendar days of Reinsurer’s receipt of written notice from the Ceding Company that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (e) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer; or (f) If the Reinsurer fails in any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer.

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the Amended and Restated PLA Reinsurance Agreement or the Amended and Restated PRL Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryAmended and Restated PLA Reinsurance Agreement or the Amended and Restated PRL Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company mayshall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. In the event of a full or partial termination and recapture involving the Modco Liabilities, in its sole discretionthe event there is a balance due and payable by the Reinsurer, require direct payment such amount shall be deducted from the Modco Reserves and any remaining amount due to the Ceding Company (after giving effect to any other offsets permitted under this Agreement) shall be payable by the Reinsurer in accordance with the procedures set forth below. The Reinsurer shall pay any undisputed amount of any sum the Terminal Settlement in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense cash to any such claim that the Ceding Company might have had other recoursewithin ten (10) Business Days of its receipt of the Terminal Settlement Statement. To the extent such undisputed amount is not paid by the Reinsurer pursuant to the immediately preceding sentence, the Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. (a) At any time following The Company may apply its increased maximum retention limits to reduce the occurrence amount of a Recapture Triggering Event (in force Reinsured Policies provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding : 8.2.1 The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior irrevocable written notice of its intent intention to effect such recapture specifying within 90 days of the effective date upon which such of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, date of the reinsurance original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured's classification. Reinsured policies on a first dollar quota share basis will not be eligible for recapture; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel its Retention Limits set out in Exhibit D unless otherwise agreed between to by the Parties Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in writing. (b) Notwithstanding anything any form any of the recaptured business without the Reinsurer's prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance in this Agreement other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the contrarytotal outstanding reinsurance. Recapture as provided herein is optional with the Company, upon but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture by rights may then be available to the Ceding CompanyCompany or such affiliate. For purposes of this provision, the Ceding term "common retention affiliate" means any affiliate of the Company will only as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company's risk retention program. If all Reinsured Policies are recaptured, the Company must also recapture liabilities arising the Fixed Account Guarantee under the express terms provisions of this Article. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the Covered Insurance Policies and W.P. claim until it terminates. The Reinsurer will not be liable for any Extra-Contractual Obligations incurred before other benefits, including the Recapture Effective Date other than Ceding basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the has overlooked. The Reinsurer will be fully liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and finally released from all rights and obligations conditions for the Company to recapture in force Reinsured Policies due to the insolvency of the Reinsurer are set out in the Insolvency clause in Article 11. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the reinsurance, in respect accordance with the recapture criteria outlined in this Article, only if the successor company has or adopts a higher retention limit than the Company. The Company may recapture all, but not less than all, reinsurance of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through Fixed Account Guarantee provided: 8.2.6 The Company gives 30 day prior irrevocable written notice to the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before Reinsurer of its intent to recapture; 8.2.7 Such recapture is made effective in the Recapture Effective Date other than Ceding next Accounting Period unless mutually agreed otherwise by the Company; and 8.2.8 The Reinsurer will pay the Company Extra-Contractual Obligations, and any other obligations an amount equal to the market value of the Reinsurer with respect to Fixed Account Guarantee on the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation effective date of the recapture or terminationRecapture as provided herein is optional with the Company, no additional Premiums or other amounts payable under such Covered Insurance but if all Reinsured Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXare recaptured, the Ceding Company maymust also recapture the Fixed Account Guarantee under the provisions of this Article. The Reinsurer will not be liable, in its sole discretionafter the effective date of recapture, require direct payment by for reinsurance of the Reinsurer of any sum in default Fixed Account Guarantee. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the Fixed Account Guarantee, in lieu of exercising accordance with the remedies recapture criteria outlined in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourseArticle.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A − Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and the insured's age, sex, and mortality classification on an automatic risk, or at least the lesser of its Per Life Retention Limit or [*] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must notify the Reinsurer in writing within ninety (90) days of the effective date of an increase of its intent to recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [*]. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. For the sake of clarity, the increased retention limits used as a basis to reduce the amount of reinsurance in force may be the result of an increase in the Ceding Company's Per Life Retention, an increase to the [*] quota share retention rate outlined in Exhibit A ([*]), or both. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of an exchange or conversion, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. 18 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage amount] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. IDSL-NY VUL4/LP Select Treaty 20 If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company will only has the option to recapture liabilities arising under certain risk amounts. If the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationshas maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at [duration]. (c) Following If any reinsured policy is recaptured, all reinsured policies eligible for recapture pursuant to under the provisions of this Section 9.4, subject Article must be recaptured up to the payment obligations described Ceding Company's new retention limits in Section 9.5, both a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the Reinsurer will be fully and finally released from all rights and obligations recapture provisions under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall will be payable to the Reinsurer hereunderused. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement, Agreement by providing the Reinsurer with prior written notice of its intent to effect elect such a recapture specifying (a “Recapture Notice”), provided that Recapture Notice is delivered within [***] calendar days after the date upon which Ceding Company is provided written notice of the occurrence of the Recapture Triggering Event and such Recapture Triggering Event has not been cured prior to the delivery of such Recapture Notice; provided, further, that during the continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Triggering Event”, if the RBC Ratio of the Reinsurer has further decreased by at least [***] percentage points below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” then, for an additional [***] calendar days after the Ceding Company is provided written notice of such decrease, the Ceding Company shall have the right (but not the obligation) to recapture will all of the Reinsured Risks ceded under this Agreement notwithstanding the expiration of the initial [***] calendar day period. Any recapture pursuant to this Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the Reinsurer; provided, that if such Recapture Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Ceding Company of its Recapture Notice) (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in Following the occurrence of a Termination Triggering Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and require the Ceding Company to recapture all of the Reinsured Risks ceded under this Agreement by providing the Ceding Company with written notice of its intent to elect such termination and recapture (a “Termination Notice”), provided that such Termination Notice is delivered within [***] days of the occurrence of the event giving the Reinsurer the right to so terminate this Agreement and such Termination Triggering Event has not been cured prior to the contrary, upon any delivery of such Termination Notice. Any termination and recapture by pursuant to this Section 8.3(b) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Reinsurer delivers a Termination Notice to the Ceding Company; provided, that if such Termination Notice was delivered less than [***] calendar days prior to the Ceding Company will only recapture liabilities arising under end of such calendar month, then as of 11:59 p.m. (New York time) on the express terms last Business Day of the Covered Insurance Policies following calendar month or (ii) on such later date and will time as set forth in the Termination Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Reinsurer of its Termination Notice) (and such date shall be liable for any Extra-Contractual Obligations incurred before considered the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any recapture of all Reinsured Risks pursuant to Section 8.3(a) or termination of this Agreement and recapture of all Reinsured Risks pursuant to Section 9.48.3(b), subject to the satisfaction of payment obligations described in Section 9.58.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than (x) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, (y) any obligations under the provisions that expressly survive termination as provided in Section 8.2 and (z) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderRisks. (d) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, the Ceding Company either Party may, in its sole discretion, require direct payment by the Reinsurer other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company applicable Party might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) The Reinsurer's Portion of the definition Policies is eligible for recapture commencing after the twelfth (12th) consecutive month of this Agreement provided the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior written ninety (90) days advance notice as set forth below of its intent to effect recapture such policies, and further provided that: (a) such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, comprises all of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. Policies, (b) Notwithstanding anything in this Agreement to such notice designates the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms effective date of the Covered Insurance Policies and will not intended recapture (which date shall be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. end of a month that ends after the expiration of the aforesaid ninety (90) day period), (c) Following any the Company pays the Reinsurer a recapture pursuant fee to this Section 9.4, be determined as of the effective date of the recapture and (d) such recapture fee shall be an amount equal to the sum of (i) the value of the Reinsurer's Portion of the Policies that is being recaptured determined by an actuarial valuation performed in respect to the Policies as of the effective date of the recapture subject to the payment obligations described in Section 9.5, such valuation being acceptable to and agreed to by both the Ceding Company and the Reinsurer will Reinsurer, the cost of which shall be fully and finally released from all rights and obligations under this Agreement borne by the Company, plus (ii) a recapture "premium" in respect an amount equal to twenty-three percent (23%) of the applicable Covered Insurance Policiesvalue determined by said actuarial valuation, other than any payment obligations plus (iii) all amounts due hereunder to the Reinsurer from the Company as respects periods a result of the Monthly Cash Settlements as set forth in Section 5.3 below through the Recapture Effective Date but still unpaid on such dateeffective date of recapture. In the event of recapture as aforesaid, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, shall assume and any other obligations be responsible for all liabilities of the recaptured Policies and all administration and data processing responsibilities relating thereto, thereby totally and absolutely relieving the Reinsurer, as of the effective date of such recapture, of all of its responsibilities and liabilities otherwise existing by virtue of this Agreement. The Reinsurer with respect shall transfer to the Reinsured Liabilities incurred prior to Company within thirty (30) days following the Recapture Effective Date. Following the consummation effective date of the recapture assets equal to the Reinsurer's Portion of the liabilities of the recaptured Policies. Such assets shall consist of the policy assets associated with the Reinsurer's Portion of the Policies (i.e., policy loans and due and deferred premiums) and the balance, at the election of the Reinsurer, shall consist of cash, or terminationinvestment grade bonds valued so as to have a yield to maturity equal to seven percent (7%), no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable the mortgage loans heretofore transferred to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer Company in connection with the Assumption Reinsurance Agreement (valued at the aggregate amount of any sum in default under this Agreement in lieu the loan balances of exercising said loans at the remedies in this Article IXeffective date of the recapture), and it shall be no defense to any such claim that the Ceding Company might have had other recourseor a combination thereof.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least twenty (20) years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article or under the provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least [number] years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. IDSL VUL4 / LP Select Treaty 19 Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time following During the occurrence continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying recapture. Recapture of the date upon which such recapture will Reinsured Contracts shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day as set forth in the Ceding Company recapture notice (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any Upon a recapture by the Ceding Company, the Ceding Company will only not recapture liabilities arising under the express terms of the Covered Insurance Policies and will not or otherwise be liable for any Reinsurer Extra-Contractual Obligations Obligations, whether resulting from the Reinsurer’s actions as Administrator under the Administrative Services Agreement or otherwise, incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate. (cb) Following any a recapture pursuant to this Section 9.48.3(a), subject to the satisfaction of payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder as respects periods through (i) the Recapture Effective Date but still unpaid on such date, any Extra-Reinsurer’s Extra Contractual Obligations incurred before under the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, provisions that expressly survive termination as provided in Section 8.2 and any other obligations (ii) the continued settlement of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or terminationrecapture, (A) no additional Premiums Recoveries or other amounts payable under such Covered Insurance Policies Reinsured Contracts shall be payable to the Reinsurer hereunder, nor, for the avoidance of doubt shall the Reinsurer have any further right to receive any Recoveries, (B) the Reinsurer (including in its capacity as Administrator) shall be relieved of on-going responsibilities for servicing the Reinsured Contracts in accordance with the terms of the Administrative Services Agreement, and (C) the Reinsurer shall have no further obligations with respect to payment of claims, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement except for obligations under the provisions that expressly survive termination as provided in Section 8.2. Upon a recapture pursuant to this Section 8.3, the Reinsurer shall sell, assign, transfer and deliver to the Ceding Company, effective as of the Recapture Date, all of Reinsurer’s right, title and interest in the Recoveries and the security interest granted pursuant to Section 3.12 shall be automatically released. Notwithstanding the foregoing, a recapture pursuant to this Section 8.3 will not affect unpaid obligations or Liabilities due under any of the other Transaction Agreements. (dc) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, (i) the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer, and (ii) the Reinsurer may, in its sole discretion, require direct payment by the Ceding Company, of any sum in default under this Agreement or any other Transaction Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company such Party might have had other recourse.

Recapture. (a) At any time following Following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this Agreement, Agreement by providing the Reinsurer with prior written notice of its intent to effect elect such a recapture specifying (a “Recapture Notice”), provided that Recapture Notice is delivered within [***] calendar days after the date upon which Ceding Company is provided written notice of the occurrence of the Recapture Triggering Event and such Recapture Triggering Event has not been cured prior to the delivery of such Recapture Notice; provided, further, that during the continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Triggering Event”, if the RBC Ratio of the Reinsurer has further decreased by at least [***] percentage points below the RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event” then, for an additional [***] calendar days after the Ceding Company is provided written notice of such decrease, the Ceding Company shall have the right (but not the obligation) to recapture will all of the Reinsured Risks ceded under this Agreement notwithstanding the expiration of the initial [***]calendar day period. Any recapture pursuant to this Section 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company delivers a Recapture Notice to the Reinsurer; provided, that if such Recapture Notice was delivered less than [***] calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than [***] calendar days following the delivery by the Ceding Company of its Recapture Notice) (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in Following the occurrence of a Termination Triggering Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and require the Ceding Company to recapture all of the Reinsured Risks ceded under this Agreement by providing the Ceding Company with written notice of its intent to elect such termination and recapture (a “Termination Notice”), provided that such Termination Notice is delivered within [***] days of the occurrence of the event giving the Reinsurer the right to so terminate this Agreement and such Termination Triggering Event has not been cured prior to the contrary, upon any delivery of such Termination Notice. Any termination and recapture by pursuant to this Section 8.3(b) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Reinsurer delivers a Termination Notice to the Ceding Company; provided, that if such Termination Notice was delivered less than [***] calendar days prior to the Ceding Company will only recapture liabilities arising under end of such calendar month, then as of 11:59 p.m. (New York time) on the express terms last Business Day of the Covered Insurance Policies following calendar month or (ii) on such later date and will time as set forth in the Termination Notice (provided such later date is the last day of a calendar month and is not later than [***]calendar days following the delivery by the Reinsurer of its Termination Notice) (and such date shall be liable for any Extra-Contractual Obligations incurred before considered the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any recapture of all Reinsured Risks pursuant to Section 8.3(a) or termination of this Agreement and recapture of all Reinsured Risks pursuant to Section 9.48.3(b), subject to the satisfaction of payment obligations described in Section 9.58.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than (x) any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, (y) any obligations under the provisions that expressly survive termination as provided in Section 8.2 and (z) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderRisks. (d) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, the Ceding Company either Party may, in its sole discretion, require direct payment by the Reinsurer other Party of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the such Party may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company applicable Party might have had other recourse.

Recapture. (a) At Not more than once in any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)consecutive twenty-four month period, the Ceding Company shall have may apply its increased maximum retention limits to reduce the right (but not the obligation) to recapture all, and not less than all, amount of the reinsurance of the Covered Insurance in force Reinsured Policies ceded under this Agreement, by providing provided: 8.2.1 The Company gives the Reinsurer with prior irrevocable written notice of its intent intention to effect such recapture specifying within 90 days of the effective date upon which such of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, date of the reinsurance original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and the insured’s classification; and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel its Retention Limits set out in Exhibit D unless otherwise agreed between to by the Parties Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in writing. (b) Notwithstanding anything in this Agreement any form any of the recaptured business without the Reinsurer’s prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company’s increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance with other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the contrarytotal outstanding reinsurance. Recapture as provided herein is optional with the Company, upon but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture by rights may then be available to the Ceding CompanyCompany or such affiliate. For purposes of this provision, the Ceding Company will only recapture liabilities arising under the express terms term “common retention affiliate” means any affiliate of the Covered Insurance Company as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company’s risk retention program. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in maximum retention. If there is a Waiver of Premium (W.P.) claim in effect when recapture takes place, the W.P. claim will stay in effect and the Reinsurer will continue to pay its share of the W.P. claim until it terminates. The Reinsurer will not be liable for any Extra-Contractual Obligations incurred before other benefits, including the Recapture Effective Date other than Ceding basic life risk, which are eligible for recapture. All such eligible benefits will be recaptured as if there was no W.P. claim. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the has overlooked. The Reinsurer will be fully liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and finally released from all rights and obligations conditions for the Company to recapture in force Reinsured Policies due to the insolvency of the Reinsurer are set out in the Insolvency clause in Article 11. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the reinsurance, in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer accordance with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies criteria outlined in this Article IXArticle, and it shall be no defense to any such claim that only if the Ceding Company might have had other recoursesuccessor company has or adopts a higher retention limit than the Company.

Recapture. (a) At any time during the term of the Agreement, PRUCO OF NJ may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) either of the definition following events: (1) a "Risk Trigger Event" as defined in Schedule A of this Agreement; or (2) a Plan Change as described in Section 19 d. above: or (3) the Reinsurance Premium rates are increased. In addition, after the twentieth policy anniversary, PRUCO OF NJ may elect to recapture all or an appropriate portion of the termcoverage reinsured under this Agreement to reflect increases in the maximum retention limits for PRUCO OF NJ and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by PRUCO OF NJ. Furthermore, the portion that may be recaptured from SWISS RE would be determined as SWISS RE's prorata share of the total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture the risks ceded to SWISS RE under this Agreement as stated above, it will do so by giving written notice to SWISS RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in PRUCO OF NJ's notice. If PRUCO OF NJ does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon SWISS RE's receipt of the notice. If a policy is recaptured, SWISS RE will pay PRUCO OF NJ the unearned reinsurance premium as of the Covered Insurance Policies ceded date of recapture. SWISS RE shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writingrecapture. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. Whenever the Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (aA.1) At any time the Ceding Company will notify the Reinsurer of its intent to recapture to the new retention limits. If the Ceding Company has maintained its Maximum Retention Per Life for the plan and the insured's issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: a. the Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the commencement of recapture; and b. the reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the occurrence notice of election to recapture; however, no reduction will be made until a policy has been in force for at least [*] where the corporate maximum dollar retention was held at issue, up to the then current increased retention; and c. if any policy reinsured on the life is recaptured, all policies reinsured on the life that are eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company's new Maximum Retention Per Life in a consistent manner, and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries; and d. no recapture will be made unless the Ceding Company retained its corporate maximum dollar limit of retention for the plan, age and mortality rating at the time the policy was issued. No recapture will be allowed in any class of fully reinsured business nor in any classes of risks for which the Ceding Company established special retention limits less than the Ceding Company's Maximum Retention Per Life for the plan, age, and mortality rating at the time the policy was issued. If portions of a Recapture Triggering Event (provided, policy reinsured under this Agreement have been reinsured with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)more than one Reinsurer, the Ceding Company shall have must allocate the right (but reduction in reinsurance so that the amount reinsured by each Reinsurer after the reduction is proportionately the same as if the new Maximum Retention Per Life had been in effect at the time of issue. Recapture is not available due to any change in the obligation) to financial condition of the Reinsurer. The amount of reinsurance eligible for recapture allis based on the Reinsured Net Amount at Risk as of the date of recapture. For a policy issued as a result of exchange, and not less than allconversion or re-entry, the recapture terms of the reinsurance agreement covering the Original Policy will apply, and the duration for the purpose of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be measured from the effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, date of the reinsurance on the Original Policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, the Reinsurer will continue to pay its share of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and waiver claim until it terminates. The Reinsurer will not be liable for any Extra-Contractual Obligations incurred before other benefits, including the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4basic life risk, subject to that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the payment obligations described in Section 9.5effective date of recapture, both the Ceding Company and the Reinsurer will not be fully and finally released from all rights and obligations under this Agreement in respect liable for any benefits on reinsured policies or portions of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the reinsured policies eligible for recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked.

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the PLA Reinsurance Agreement or the UA Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryPLA Reinsurance Agreement or the UA Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company may, shall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in its sole discretion, require direct payment by accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense provide to any such claim that the Ceding Company might have had other recoursesuch assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. The Reinsurer shall pay any undisputed amount of the Terminal Settlement in cash to the Ceding Company within ten (10) Business Days of its receipt of the Terminal Settlement Statement. The Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. (a) At any time following The Company may apply its increased maximum retention limits to reduce the occurrence amount of a Recapture Triggering Event (in force Reinsured Policies provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding : 8.2.1 The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing gives the Reinsurer with prior irrevocable written notice of its intent intention to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, within 90 days of the reinsurance effective date of the Covered Insurance Policies ceded under this Agreement if termination maximum retention limit increase; and 8.2.2 Such recaptures are made on the next anniversary of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined each Reinsured Policy affected unless mutually agreed otherwise by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer and with no recapture being made until the Reinsured Policy has been in force for the period stated in Exhibit C-1. For a conversion or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be fully measured from the effective date of the original policy; and 8.2.3 The Company has maintained from the time the policy was issued, its full retention as set out in Exhibit D for the plan and finally released the insured's classification. (Reinsured policies on a first dollar quota share basis will not be eligible for recapture;) and 8.2.4 The Company has applied its increased Retention Limits in a consistent manner to all categories of its Retention Limits set out in Exhibit D unless otherwise agreed to by the Reinsurer; and 8.2.5 Other than as respects bona fide catastrophe or financial reinsurance arrangements, the Company will retain all risks so recaptured and is prohibited from ceding in any form any of the recaptured business without the Reinsurer's prior written consent. In applying its increased Retention Limits to Reinsured Policies, the age and mortality rating at the time of issue will be used to determine the amount of the Company's increased maximum retention. The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture. If there is reinsurance with other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance. Recapture as provided herein is optional with the Company, but if any Reinsured Policy is recaptured, all Reinsured Policies eligible for recapture under the provisions of this Article must be similarly recaptured as well as all eligible life risks reinsured under any other reinsurance agreement in force between, on one hand, the Reinsurer and, on the other hand, the Company or any common retention affiliate thereof as to which any recapture rights may then be available to the Company or such affiliate. For purposes of this provision, the term "common retention affiliate" means any affiliate of the Company as to which corporate mortality risk retention levels have been managed on a coordinated basis with the Company's risk retention program. The Company may not revoke its election to recapture for Reinsured Policies becoming eligible at future anniversaries. No recapture of Reinsured Policies will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in maximum retention. The Reinsurer will not be liable, after the effective date of recapture, for any Reinsured Policies or portions of such Reinsured Policies eligible for recapture that the Company has overlooked. The Reinsurer will be liable only for a credit of the premiums, received after the recapture date, less any allowance. The terms and obligations conditions for the Company to recapture in force Reinsured Policies due to the insolvency of the Reinsurer are set out in the Insolvency clause in Article 11. If the Company transfers business which is reinsured under this Agreement to a successor company, then the successor company has the option to recapture the reinsurance, in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer accordance with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies criteria outlined in this Article IXArticle, and it shall be no defense to any such claim that only if the Ceding Company might have had other recoursesuccessor company has or adopts a higher retention limit than the Company.

Recapture. (a) At any time The Ceding Company may recapture each Reinsured Policy on the date that is the last day of the calendar month following the occurrence seventh (7th) yearly anniversary of a Recapture Triggering Event the date of issuance of each such Reinsured Policy (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that each such Recapture Triggering Event has not been cured)Reinsured Policy, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Policy Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (ba) Notwithstanding anything in this Agreement (i) with respect to Reinsured Policies issued prior to the contrary, upon any recapture by the Ceding CompanyEffective Date, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and has notified the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect writing of the applicable Covered Insurance Policiessuch election no later than October 15, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date2015, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer or (ii) with respect to the Reinsured Liabilities incurred prior to Policies issued on or following the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayhas notified the Reinsurer in writing of such election no later than January 15, 2016 and (b) the Reinsurer has consented in writing to such recapture (such consent not to be unreasonably withheld) within ten (10) Business Days following its sole discretion, require direct payment receipt of notice of such election from the Ceding Company. Any such election may only be made with respect to all Reinsured Policies and may not be made on a policy-by-policy basis. Any election to recapture by the Ceding Company and consent thereto of the Reinsurer of shall each be irrevocable once made and will be binding on the relevant party. If recapture is effective pursuant to this Section 13.01, (i) upon the Policy Recapture Effective Date with respect to a Reinsured Policy, the deferred annuity contract, including any sum in default amendments, riders or endorsements attached thereto, comprising such Reinsured Policy shall cease to be a Reinsured Policy under this Agreement and (ii) the Monthly Accounting Report or Quarterly Accounting Report, as applicable, first to be delivered pursuant to Section 9.01 after the applicable Policy Recapture Effective Date will reflect the Ceded Reserves with respect to Reinsured Policies recaptured as of the relevant Policy Recapture Effective Date in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourseaccordance with Section 9.03.

Recapture. (a) At any time following Subject to the occurrence terms of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)this Section 8.3, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Risks ceded under this AgreementAgreement upon the occurrence of a Recapture Triggering Event, by providing the Reinsurer with prior written notice of its intent to effect such a recapture specifying (a “Recapture Notice”). In the date upon which case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (d) of the definition of Recapture Triggering Event, the Recapture Notice shall be provided to the Reinsurer within one hundred eighty (180) days after the Ceding Company becomes aware that such Recapture Triggering Event has occurred, and if not so delivered then such recapture will right shall be effective deemed to have been waived. For the avoidance of doubt, following the occurrence and continuation of a Recapture Triggering Event described in clause (a) of the “definition of Recapture Effective Date”)Triggering Event, which a separate Recapture Effective Date must Triggering Event shall be deemed to have occurred with respect to each subsequent report delivered by the last calendar day Reinsurer pursuant to Section 3.8(b) that qualifies as a Recapture Triggering Event. (b) Following the occurrence of an Accounting Period. The a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and cause the Ceding Company will also to recapture all, and not less than all, of the reinsurance Reinsured Contracts by providing to Ceding Company a Recapture Notice. In the case of a termination pursuant to this Section 8.3(b), the Covered Insurance Policies ceded Recapture Notice shall be provided to the Ceding Company within one hundred eighty (180) days after the Reinsurer becomes aware that such Recapture Triggering Event has occurred, and if not so delivered then such termination right shall be deemed to have been waived. Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, the Reinsurer may, in its sole discretion, require direct payment by the Ceding Company of any amounts due under this Agreement if termination or any other Transaction Agreement or pursue any other remedy to which the Reinsurer may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Agreement is awarded by an arbitration panel Article VIII, and it shall be no defense to any such claim that the Reinsurer might have had other recourse. (c) Any recapture pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture 8.3(a) or Section 8.3(b) shall be determined by effective (i) as of 11:59 p.m. (central time) on the arbitration panel unless otherwise agreed between last Business Day of the Parties in writing. (b) Notwithstanding anything in this Agreement calendar month during which the Ceding Company or the Reinsurer, as applicable, delivers a Recapture Notice to the contraryReinsurer or the Ceding Company, upon as applicable; provided, that if such Recapture Notice was delivered less than seven (7) days prior to the end of such calendar month, then as of 11:59 p.m. (central time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) or Section 8.3(b) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice or the Reinsurer’s Recapture Notice, as applicable (provided such later date is the last day of a calendar month and is not later than ninety (90) days following the delivery by the Ceding CompanyCompany or the Reinsurer of a notice of recapture to the other Party) (the “Recapture Date”). Upon a recapture pursuant to Section 8.3(a) or Section 8.3(b), the Ceding Company will only recapture liabilities all Reinsured Liabilities arising under or resulting from the express terms of the Covered Insurance Policies and will not be liable for Reinsured Contracts other than any Reinsurer Extra-Contractual Obligations incurred before arising from and after the Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsTime. (cd) Following In the event of any recapture pursuant to Section 8.3(a) or Section 8.3(b), (i) the Administrative Services Agreement shall be terminated and the TPA Agreement shall be assigned to the Ceding Company in accordance with its terms, and (ii) no Transition Costs shall be payable by the Reinsurer and the Ceding Company shall bear its own Transition Costs in the event of any recapture of this Agreement pursuant to Section 9.48.3(a) or Section 8.3(b). (e) Following a recapture pursuant to Section 8.3(a) or Section 8.3(b), subject to the satisfaction of all payment obligations described in Section 9.58.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than any payment obligations due hereunder as respects periods through (i) the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsas provided in Section 8.3(c) above, and any other (ii) the obligations of under the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Dateprovisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereundershall have no right to receive any Additional Consideration. (df) Notwithstanding the remedies contemplated by this Article IXVIII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default amounts due under this Agreement or any other Transaction Agreement or pursue any other remedy to which the Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse. (g) Following a recapture of this Agreement pursuant to this Article VIII, the Reinsurer shall have the right to engage its own legal representation, at its own cost and expense, and control the defense of any Action, claim or demand to the extent related to the Reinsurer Extra-Contractual Obligations retained by the Reinsurer as provided in Section 8.3(c) above. In connection with the Reinsurer’s defense of such Action, claim or demand, subject to compliance with applicable Law, at the Reinsurer’s cost and expense, the Ceding Company shall provide commercially reasonable access to the Reinsurer of books and records and personnel, including, to the extent the Ceding Company has rights thereto, such agents, advisers, Producers of the Ceding Company and its Affiliates as shall have relevant information concerning the subject Reinsured Contracts to the extent relating to such Reinsurer Extra-Contractual Obligations unless providing such access would (i) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (ii) contravene any applicable Law, court order, regulatory agreement or agreement (including any confidentiality agreement to which the Ceding Company or any its Affiliates is a party), it being understood that the Ceding Company shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would otherwise enable access to the Reinsurer to such materials without so jeopardizing its privilege or contravening such applicable Law, court order, contract duty or agreement.

Recapture. (a) At any time during the term of the Agreement, PRUCO OF NJ may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) either of the definition following events: (1) a “Risk Trigger Event” as defined in Schedule A of this Agreement; or (2) a Plan Change as described in Section 19 d. above: or (3) the Reinsurance Premium rates are increased. In addition, after the twentieth policy anniversary, PRUCO OF NJ may elect to recapture all or an appropriate portion of the termcoverage reinsured under this Agreement to reflect increases in the maximum retention limits for PRUCO OF NJ and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured would be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by PRUCO OF NJ. Furthermore, the portion that may be recaptured from ANNUITY & LIFE RE would be determined as ANNUITY & LIFE RE’s prorata share of the total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture the risks ceded to ANNUITY & LIFE RE under this Agreement as stated above, it will do so by giving written notice to ANNUITY & LIFE RE. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in PRUCO OF NJ’s notice. If PRUCO OF NJ does not specify in the written notice the date that such Recapture Triggering Event has not been cured)recapture is to be effective, then the Ceding Company recapture shall have the right (but not the obligation) to recapture all, and not less than all, be effective immediately upon ANNUITY & LIFE RE’s receipt of the notice. If a policy is recaptured, ANNUITY & LIFE RE will pay PRUCO OF NJ the unearned reinsurance premium as of the Covered Insurance Policies ceded date of recapture. ANNUITY & LIFE RE shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writingrecapture. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement for no additional recapture fee or settlement in the event of the occurrence of a Recapture Triggering Event any of the following. a) Non-payment of reinsurance claims that are sixty (provided, with respect to a Recapture Triggering Event under clause 60) days past due from THE REINSURER provided that (i) the claims are not in dispute; (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, THE COMPANY is current on its reporting and not less than all, of the reinsurance of the Covered Insurance Policies ceded premium payments for policies reinsured under this Agreement, ; (iii) THE COMPANY has provided claim proofs and relevant documentation requested by providing the Reinsurer THE REINSURER; and (iv) THE COMPANY provides THE REINSURER with 30- day prior written notice of its intent to effect recapture sent by certified mail to THE REINSURER’s General Counsel and the claim payment is not received within that 30- day period. If THE REINSURER pays a claim solely to avoid recapture, THE REINSURER will maintain the right to review and dispute the claim and obtain reimbursement of such recapture specifying payment if the date upon which parties agree or an arbitration panel determines the claim is not covered by this Agreement. This right will have no time limit. THE REINSURER and THE COMPANY agree to act in utmost good faith regarding such recapture will matters. • Any action taken by THE REINSURER or any action failed to be effective (taken by THE REINSURER that results in THE COMPANY not being able to take the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of maximum credit for the reinsurance of the Covered Insurance Policies ceded provided under this Agreement on its statutory financial statements in its state of domicile provided that if termination the parties do not agree that THE REINSURER’s action or inaction is the cause of THE COMPANY’s inability to take credit for the reinsurance provided by this Agreement the issue shall be submitted to arbitration in accordance with the provisions of Section 26 of this Agreement is awarded Agreement. • Material breach by THE REINSURER of the provisions of Section 29 related to Company Customer Information provided that an arbitration panel pursuant has determined that THE REINSURER committed a material breach that is the cause of (i) any data vulnerability relating to Section 10.3(d)Customer Information; provided that the Recapture Effective Date for or (ii) any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement harm to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations THE COMPANY. • THE REINSURER is deemed insolvent as described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all 25. • A change in reinsurance premium rates that is unacceptable to THE COMPANY. Y-MPVUL—2003-TOLIC (PRUCO’S 50%)-PLAZ 15 • The assignment of THE REINSURER’s rights and obligations under this Agreement in respect to another unaffiliated party without the consent of THE COMPANY, which shall not be withheld unreasonably. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the applicable Covered Insurance Policiescoverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, other than any payment obligations due hereunder collectively, subsequent to the date of policy issue. These maximum retention limits as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect effective date of this Agreement are equal to the Reinsured Liabilities amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER’s General Counsel. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within thirty (30) days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the Recapture Effective Date. Following the consummation date of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecapture. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At Subject to the provisions of this Section, if Tenant shall at any time following or times during the occurrence of Term desire to sublet any space on the Ground Floor for retail purposes, Tenant shall give notice thereof to Owner, which notice shall include a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) description of the definition of the term, that such Recapture Triggering Event has not been cured)space, the Ceding Company proposed sublease term and, if known, the proposed use. Owner shall have the right right, within 60 days following receipt of Tenant’s notice, to recapture that space (but not only for the obligation) proposed sublease term if that term ends prior to recapture all, and not less than all, the last Lease Year of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”Term), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in If Owner exercises its option to recapture the space, then (i) this Agreement Lease shall expire with respect to such space on the date the proposed sublease was to commence, (ii) from and after such date, the Base Rent and all Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms total rentable area of the Covered Insurance Policies Premises, (iii) Tenant shall pay to Owner the reasonable actual costs incurred by Owner in physically separating such space from the balance of the Premises and will in complying with any Requirements relating to such separation, (iv) Owner shall have the right to use a reasonably equitable portion of the roof (except for signs), shaft space, mechanical space and riser space, to the extent reasonably necessary or desirable in connection with the recaptured space, (v) any retail use of that space shall be subject to Tenant’s consent, which shall not be liable unreasonably withheld if the use complies with the Retail Standards (as defined below), and there shall be no roll-down security gates used (unless Tenant has allowed other occupants on the Ground Floor to use same), (vi) Owner shall pay to Tenant its prorated share of utility costs and Real Estate Taxes for the Building, if any Extra-Contractual Obligations incurred before and (vii) if the Recapture Effective Date recapture is not for the entire Term, at the end of the recapture term (1) the full Base Rent and Additional Rent shall be reinstated and (2) Owner or the occupant shall restore the space in question to substantially its condition immediately prior to the recapture, reasonable wear and tear, and damage by fire or other than Ceding Company Extra-Contractual Obligationscasualty, excepted. (c) Following If Owner fails to exercise its option (i) the Sublease shall be subject to all of the provisions of this Article, (ii) any recapture pursuant retail use of such space shall be subject to Owner’s consent, which shall not be unreasonably withheld if the use complies with the Retail Standards and (iii) if Tenant fails to execute and deliver a Sublease within 270 days after the end of said 60- day period Tenant shall again comply with the provisions of this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect before subletting any part of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderground floor for retail purposes. (d) Notwithstanding Owner’s right of recapture and the remedies contemplated by this Article IXRetail Standards shall not apply to (i) a Sublease to an Affiliate of Tenant or (ii) a Sublease to any other Person if the Person services only the occupants and guests of the occupants of the Building. If, however, Tenant desires that the Ceding Company maySubtenant described in clause (ii) be permitted to service others, Tenant shall make that request of Owner (which request cannot be made prior to the first annual anniversary of the date the Subtenant opened its business in its sole discretion, require direct payment by the Reinsurer Ground Floor for the purpose of any sum in default under this Agreement in lieu servicing only the occupants and guests of exercising the remedies in this Article IXoccupants of the Building), and it Owner shall have the right to approve the request, which approval shall not be unreasonably withheld. If Owner shall not approve the request, then the Subtenant may not service others than the occupants and guests of the occupants of the Building. If Owner shall approve the request, then the Retail Standards shall apply to that Sublease and Owner shall be no defense paid with respect to the Sublease in question any such claim that the Ceding Company might have had other recoursesums thereafter due pursuant to Section 7.5.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of may in accordance with the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination provisions of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company mayXI recapture, in its sole discretion, require direct payment by all or a pro rata portion of all of the Reinsurer's Quota Share of the Reinsured Policies upon the occurrence of one of the following events: (a) If the Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of any sum in default under this Agreement in lieu a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of exercising full Statutory Financial Statement Credit for the remedies in this Article IX, and it shall be no defense to any such claim Reinsured Policies within forty-five (45) calendar days of Reinsurer's receipt of written notice from the Ceding Company (a “Reinsurance Credit Notice”) that the Ceding Company might have had has been advised by any Governmental Authority that the Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company with such Governmental Authority; (c) If the Reinsurer is in material breach of any other recourserepresentation, warranty or covenant under this Agreement and the Reinsurer fails to cure any such material breach of any representation, warranty or covenant hereunder within sixty (60) calendar days of receipt of written notice of such breach by the Reinsurer, unless such breach constitutes a Capital Maintenance Failure, in which case the provision in Section 11.1(e) shall apply and this provision shall not apply; (d) If the Reinsurer fails in any material respects to fund, or cause to be funded, either of the Reinsurance Trust Accounts to the amount required after receipt of the Top-Up Notice under Section 15.3(d) within the time period specified therein, and the Reinsurer fails to cure any such funding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer and the Security Balance is less than the Required Balance; or (e) If there is a Capital Maintenance Failure under the Capital Maintenance Agreement. For purposes of this Section 11.1(e), a “Capital Maintenance Failure” occurs at the end of any Approval Period when (i) the Reinsurer's Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in the Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in the Capital Maintenance Agreement) in the amount of the deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in accordance with Section 2(a) of the Capital Maintenance Agreement. The Reinsurer shall reimburse the Ceding Company for actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e).

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the Amended and Restated PLA Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryAmended and Restated PLA Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company mayshall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. The Reinsurer shall pay any undisputed amount of the Terminal Settlement in cash to the Ceding Company within ten (10) Business Days of its sole discretion, require direct payment receipt of the Terminal Settlement Statement. To the extent such undisputed amount is not paid by the Reinsurer of any sum in default under this Agreement in lieu of exercising pursuant to the remedies in this Article IXimmediately preceding sentence, and it shall be no defense to any such claim that the Ceding Company might have had other recourseshall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, Reinsurance Agreement (B) and Reinsurance Agreement (C), by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying recapture. Recapture of the date upon which such recapture will Covered Insurance Contracts shall be effective on the tenth (10th) day following the day on which the Company has provided the Reinsurer with such notice (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in In addition, all or a portion of the reinsurance ceded under this Agreement to may be recaptured with the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms mutual written consent of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before parties hereto, including in connection with the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsestablishment of a Buyers Facility. (c) If any Covered Insurance Contract is terminated or liabilities thereunder are recaptured strictly in accordance with the terms of such Covered Insurance Contract and the consent of the Company is not required for such termination or recapture, the Company shall, upon ten (10) days’ prior written notice to the Reinsurer, recapture the liabilities ceded to the Reinsurer hereunder that are attributable to such terminated Covered Insurance Contract or to the liabilities recaptured under such Covered Insurance Contract, as the case may be. (d) Following any recapture pursuant to this Section 9.49.3, subject to Section 9.2 and to the payment obligations described in Section 9.59.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable recaptured portion of the Covered Insurance PoliciesContract or Covered Insurance Contracts, including any claims of the Reinsurer to any modified coinsurance reserves or funds withheld balances held in connection with recaptured portion of the Covered Insurance Contracts, other than any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Following the initial (or subsequent) occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that but only if such Recapture Triggering Event has not been cured)is still continuing, the Ceding Company shall have the right (but not the obligation), for a period of [***] following the occurrence of such Recapture Triggering Event (which period may be extended for [***] if a replacement for the Reinsurer has been identified and mutually agreed by the Ceding Company and the Retrocessionaire) or during a court-ordered stay in an Insolvency Event on the part of the Reinsurer, whichever is longer (the “Recapture Exercise Period”), to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying and the date upon specific clause in the definition of “Recapture Triggering Event” pursuant to which such the Ceding Company is electing to recapture. In addition, following the occurrence of a Recapture Triggering Event that constitutes a Retrocessionaire Caused Event, Part B of Schedule I shall apply. Subject to Schedule I, recapture will of the Reinsured Policies shall be effective on the tenth (10th) Business Day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day as set forth in the Ceding Company recapture notice (the “Recapture Effective Date”); provided, which however, that if the recapture is due to an Insolvency Event, the Recapture Effective Date must may be the last calendar day date of an Accounting Period. The delivery of the recapture notice or if the recapture is due to a Reserve Credit Event, the Ceding Company will also recapture all, and not may specify a Recapture Date that is less than all, ten (10) Business Days following the delivery of the recapture notice to the extent required to effectuate the recapture prior to any loss by the Ceding Company of any statutory financial statement credit for the reinsurance provided by this Agreement, it being understood that any such changes to the Recapture Date and such procedures shall not affect the right of Reinsurer to subsequently dispute any calculation related to such recapture consistent with this Article VII. For the Covered Insurance Policies avoidance of doubt, with respect to any Recapture Triggering Event (i) that is subject to cure hereunder, in the event such Recapture Triggering Event is cured and such Recapture Triggering Event is subsequently retriggered or (ii) for which the Recapture Exercise Period has expired and such Recapture Triggering Event is subsequently retriggered, the Ceding Company shall have another right to recapture the reinsurance ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel hereunder pursuant to this Section 10.3(d); provided that the Recapture Effective Date for 7.3. Without prejudice as to any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contraryobligations, rights or remedies of any Party under any other Transaction Agreement, upon any a recapture by the Ceding Company, the Ceding Company will only shall recapture liabilities all Liabilities arising under or resulting from the express terms of Reinsured Policies, other than the Covered Insurance Policies and will not be liable for any Reinsurer Extra-Contractual Obligations incurred before and the Recapture Effective Date other than Ceding Company Retrocessionaire Extra-Contractual Obligations. (cb) Following any a recapture pursuant to this Section 9.47.3(a), subject to the satisfaction of payment obligations described in Section 9.5, both the Ceding Company 7.4 and the Reinsurer other obligations set forth in Schedule I, the Parties will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Policies other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any with respect to Reinsurer Extra-Contractual Obligations incurred before (in the Recapture Effective Date other than Ceding Company case of the Reinsurer) and the Retrocessionaire Extra-Contractual Obligations, and any other obligations Obligations (in the case of the Reinsurer with respect Retrocessionaire) and other than the obligations under the provisions that expressly survive termination as provided in Section 7.2. Notwithstanding the foregoing, a recapture pursuant to the Reinsured this Section 7.3 will not affect unpaid obligations or Liabilities incurred prior to the Recapture Effective Date. Following the consummation due and owing under any of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderTransaction Agreements. (dc) Notwithstanding the remedies contemplated by this Article IXVII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any other Transaction Agreement in lieu of exercising the remedies in this Article IX, VII and it shall not be no a defense to any such claim that the Ceding Company such Party might have had other recourse.

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the PLA Reinsurance Agreement or the PRL Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryPLA Reinsurance Agreement or the PRL Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company may, shall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in its sole discretion, require direct payment by accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense provide to any such claim that the Ceding Company might have had other recoursesuch assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. The Reinsurer shall pay any undisputed amount of the Terminal Settlement in cash to the Ceding Company within ten (10) Business Days of its receipt of the Terminal Settlement Statement. The Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. 11.1 RECAPTURE ELIGIBILITY REQUIREMENTS Whenever the Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (aA.1) At any time the Ceding Company will notify the Reinsurer of its intent to recapture to the new retention limits. If the Ceding Company has maintained its Maximum Retention Per Life for the plan and the insured’s issue age, sex, and mortality classification, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: a. the Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of the commencement of recapture; and b. the reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the occurrence notice of election to recapture; however, no reduction will be made until a policy has been in force for at least twenty (20) years, for policies where the corporate maximum dollar retention was held at issue, up to the then current increased retention; and c. if any policy reinsured on the life is recaptured, all policies reinsured on the life that are eligible for recapture under the provisions of this Article must be recaptured up to the Ceding Company’s new Maximum Retention Per Life in a consistent manner, and the Ceding Company must increase its total amount of insurance on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries; and d. no recapture will be made unless the Ceding Company retained its corporate maximum dollar limit of retention for the plan, age and mortality rating at the time the policy was issued. No recapture will be allowed in any class of fully reinsured business nor in any classes of risks for which the Ceding Company established special retention limits less than the Ceding Company’s Maximum Retention Per Life for the plan, age, and mortality rating at the time the policy was issued. If portions of a Recapture Triggering Event (provided, policy reinsured under this Agreement have been reinsured with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)more than one Reinsurer, the Ceding Company shall have must allocate the right (but reduction in reinsurance so that the amount reinsured by each Reinsurer after the reduction is proportionately the same as if the new Maximum Retention Per Life had been in effect at the time of issue. Recapture is not available due to any change in the obligation) to financial condition of the Reinsurer except insolvency. The amount of reinsurance eligible for recapture allis based on the Reinsured Net Amount at Risk as of the date of recapture. For a policy issued as a result of conversion, and not less than all, the recapture terms of the reinsurance agreement covering the New Policy will apply, and the duration for the purpose of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (measured from the “Recapture Effective Date”)issue dateof the Original Policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, which Recapture Effective Date must be the last calendar day Reinsurer will continue to pay its share of an Accounting Periodthe waiver claim until it terminates. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and Reinsurer will not be liable for any Extra-Contractual Obligations incurred before other benefits, including the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4basic life risk, subject to that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the payment obligations described in Section 9.5effective date of recapture, both the Ceding Company and the Reinsurer will not be fully and finally released from all rights and obligations under this Agreement in respect liable for any benefits on reinsured policies or portions of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the reinsured policies eligible for recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked.

Recapture. (a) At any time In the event that the Ceding Companies elect to recapture following the occurrence of a Recapture Triggering Event (providedTrigger, with respect to a Recapture Triggering Event under clause (ii) the following provisions shall apply. 1. Any notice of recapture shall state the effective date and time of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective DateTime”), which Recapture Effective Date must be the last calendar day . 2. Following any notice of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Companyparagraph C above, the Ceding Company will only recapture liabilities arising under Companies shall deliver or cause to be delivered to the express terms Reinsurer within thirty (30) Business Days after delivery of the Covered Insurance Policies recapture notice a Terminal Accounting and will not be liable for any Extra-Contractual Obligations incurred before Settlement Report. Within thirty (30) Business Days after the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture finalization of such Terminal Accounting and Settlement Report pursuant to this Section 9.4Article, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before Amount specified in the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, Terminal Accounting and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies Settlement Report shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment Companies by the Reinsurer by transfer of cash and Eligible Investments having a Market Value equal to the Recapture Amount into an account designated by the Ceding Companies. The payment of the Recapture Amount and the Profit Commission (if any) upon recapture shall constitute a complete and final release of the Reinsurer and the Ceding Companies in respect of any sum in default and all known and unknown present and future obligations or liability of any nature to the Ceding Companies or the Reinsurer, respectively, under this Agreement Contract. 3. After receipt by the Reinsurer from the Ceding Companies of the Terminal Accounting and Settlement Report provided for in lieu of exercising the remedies in this Article IXparagraph D above, and it until such time as such reports are finalized, the Reinsurer and its Representatives shall have, upon reasonable prior written notice, access during normal business hours to the working papers of the Ceding Companies relating to such reports and items set forth thereon. The Reinsurer shall have the right to review such report and comment thereon for a period of thirty (30) Business Days after receipt of such reports. Any changes in such reports that are agreed to by the Parties within such thirty (30) Business Day review period shall be no defense to any incorporated into the final reports. In the event the Reinsurer does not dispute such claim that the Ceding Company might have had other recoursereports within such thirty (30) Business Day review period, such reports shall be deemed final.

Recapture. (a) At any time following Upon the occurrence and during the continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, all (and not less than all, ) of the outstanding reinsurance of the Covered Insurance Policies ceded under this AgreementAgreement as of the effective date of the recapture, by providing the Reinsurer with prior written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall take place on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such recapture specifying notice (the date upon which such recapture will “Recapture Date”) and shall be effective on the last day of the calendar month preceding the calendar month during with the Recapture Date occurs (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any Upon a recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising Reinsured Liabilities, excluding Reinsurer Extra Contractual Obligations. (b) If the Ceding Company fails to timely pay any undisputed amount due under this Agreement [Redacted] and (i) such amount is not subject to a good faith dispute and (ii) such failure continues for forty-five (45) days after written notice thereof from the express terms Reinsurer (a “Termination Event”), the Reinsurer shall have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate, and such termination will be treated as a recapture for all purposes hereunder. Recapture of the Covered Insurance Policies in connection with a Termination Event shall take place on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice (such date constituting a Recapture Date) and will not shall be liable for any Extra-Contractual Obligations incurred before effective on the last day of the calendar month preceding the calendar month during with the Recapture Date occurs (such date constituting a Recapture Effective Date Date). Upon a termination by the Reinsurer following a Termination Event, the Ceding Company shall recapture the Reinsured Liabilities other than the Reinsurer Extra Contractual Obligations. The Ceding Company Extra-Contractual Obligationsshall not intentionally fail to comply with any term or condition of this Agreement for the purpose of causing a Termination Event or encouraging the Reinsurer to terminate this Agreement following a Termination Event. (c) Following any a recapture or termination pursuant to this Section 9.48.03, subject to the payment obligations described in Section 9.5Article IX, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to any Reinsurer Extra Contractual Obligations which will remain the Reinsured Liabilities incurred prior obligation of the Reinsurer, subject to indemnification by the Recapture Effective DateReinsurer for the benefit of the Ceding Company. Following the consummation of the any terminal settlement in respect of a recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder, nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables nor further obligation to pay any Reinsured Liabilities or other amounts hereunder, in each case, except as provided in this Section 8.03(c) and except for obligations that expressly survive termination as provided in Section 8.02 (and for purposes of any such obligations under Article X excluding any Reinsured Liabilities other than Reinsurer Extra Contractual Obligations). (d) Notwithstanding the remedies contemplated by this Article IXVIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any Transaction Agreement in lieu of exercising the remedies in this Article IXVIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) a. At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) any of the definition following events: 1) Non-payment of reinsurance claims that are not in dispute that are 60 days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such failure from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent as described in Section 24. 4) A change in premium rates that is unacceptable to THE COMPANY. 5) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue at the time it was made in any material respect. b. It is the intention of THE COMPANY and THE REINSURER that THE COMPANY shall receive full statutory accounting credit for reinsurance ceded to THE REINSURER pursuant to this Agreement. In the event that THE COMPANY is denied such full statutory accounting credit by its state of domicile as a direct result of the termactions of THE REINSURER, that THE REINSURER agrees to take such Recapture Triggering Event has not been cured)reasonable steps as may be necessary for THE COMPANY to receive such statutory accounting credit for reinsurance ceded to THE REINSURER. If, despite its best efforts, THE REINSURER is unable to or fails to take such steps referred to in the Ceding Company preceding paragraph to comply with the terms of this section, it shall immediately notify THE COMPANY, and THE COMPANY shall have the right (but not to terminate this Agreement for new business and recapture all reinsurance hereunder after a 90-day notice, during which THE REINSURER has the obligation) right to satisfy the terms of this section. c. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all, and not less than all, all or an appropriate portion of the reinsurance coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the Covered Insurance Policies effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. d. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement in accordance with subsections (a) or (c) above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying for any claims incurred after the date upon which such recapture will be effective (the “Recapture Effective Date”)of recapture, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date but shall remain liable for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement all claims incurred on or prior to the contrary, upon date of recapture. No exercise by THE COMPANY of any recapture by the Ceding Companyright will give rise to any claims for damages, the Ceding Company will only recapture liabilities arising under the express terms lost profits, or other form of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant compensation to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder as respects periods through and owing under the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before reinsurance treaty up to the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations effective date of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecapture. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. After the first five (5) Lease Years, if (a) At any time following Tenant subleases three (3) or more full floors under one or more subleases, and (b) the occurrence of proposed sublease would be for a Recapture Triggering Event (provided, with respect term equal to a Recapture Triggering Event under clause (ii) all or substantially all of the definition of the termremaining Lease Term, that such Recapture Triggering Event has not been cured), the Ceding Company Landlord shall have the right (but not in its sole and absolute discretion to terminate this Lease with respect to the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, Proposed Sublet Space by providing the Reinsurer with prior sending Tenant written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective termination (the “Recapture Effective DateNotice”)) within twenty (20) days after Landlord’s receipt of a full and complete Tenant’s Request Notice. This recapture right shall not apply to any assignment or sublease with a Permitted Transferee. If Landlord delivers a Recapture Notice, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also Tenant may avoid such recapture all, and not less than all, by withdrawing Tenant’s Request Notice by written notice to Landlord within ten (10) days after receipt of the reinsurance of Recapture Notice. If the Covered Insurance Policies ceded under Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer Lease with respect to the Reinsured Liabilities incurred prior Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Recapture Effective Proposed Sublease Commencement Date and such space shall thereafter be deleted from the Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Base Rent and additional rent shall be reduced pro rata. If Landlord exercises its recapture right hereunder, Landlord shall be responsible for the cost of any construction required to permit the operation of the Proposed Sublet Space and to separate the Proposed Sublet Space from the balance of the Premises. If the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date. Following If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the consummation effective date of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies termination shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated specified by this Article IX, the Ceding Company may, Landlord in its sole discretion, require direct payment by the Reinsurer notice of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursetermination.

Recapture. (a) At If at any time following during the occurrence of Term Tenant desires to effect a Recapture Triggering Event Transfer (provided, with respect to a Recapture Triggering Event under clause (ii) all or any portion of the definition Premises), before Tenant may actively market the Premises (or any portion thereof) for such Transfer, Tenant shall notify Landlord of Tenant's desire to effect such Transfer (the "Proposed Transfer Notice"). The Proposed Transfer Notice shall contain a description of the term, portion of the Premises that Tenant desires to Transfer (such Recapture Triggering Event has portion being hereinafter referred to as the "Transfer Premises") and shall contain a detailed break-down of all costs incurred to date (including the dates such costs were incurred) by Tenant for any and all alterations to the Premises (including Permitted Alterations and any alterations and improvements done pursuant to Section 9 and Exhibit "E"). The total of such costs (less any amounts which Landlord shall have previously reimbursed Tenant therefor and not been cured), including the Ceding Company cost of any of Lessee's personal property) are hereinafter referred to as "Tenant's Total Construction Costs". Landlord shall have the right to terminate this Lease as to the Transfer Premises by giving notice of such termination to Tenant at any time within thirty (but not 30) days after the obligationdate on which Tenant has received the Proposed Transfer Notice and by payment to Tenant of Landlord's Termination Payment (as defined below) no later than the effective date of such termination. Landlord's Termination Payment shall be an amount equal to recapture allthe unamortized portion (as of the effective date of such termination) of Tenant's Total Construction Costs multiplied by a fraction the numerator of which is the total rentable square feet of floor area in the Transfer Premises and the denominator of which is the total rentable square feet of floor area in the Premises. In determining Landlord's Termination Payment, Tenant's Total Construction Costs shall be amortized on a straight-line basis, with interest at the annual rate of the prime rate of The First National Bank of Boston, plus two percent (2%), over the initial Term of this Lease. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and not less than allTenant shall surrender, the Transfer Premises (with appropriate demising partitions erected at the expense of Landlord and with appropriate submetering of utilities to be done at the reinsurance expense of Landlord), on the Covered Insurance Policies ceded under this Agreement, by providing date which is ninety (90) days after the Reinsurer with prior written date of Landlord's notice of its intent termination. If Landlord does not exercise such right to effect terminate with respect to such recapture specifying Transfer Premises, then Landlord shall have no right to terminate the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer Lease with respect to the Reinsured Liabilities incurred prior Transfer Premises as provided herein for six (6) months after the earlier of (i) receipt by Tenant from Landlord of a notice whereby Landlord waives its right to terminate the Lease with respect to the Recapture Effective Date. Following Transfer Premises as provided herein or (ii) the consummation expiration of the recapture or termination, no additional Premiums or other amounts payable under above-referenced thirty (30) day period if during such Covered Insurance Policies shall be payable thirty (30) day period Landlord fails to respond to the Reinsurer hereunder. Proposed Transfer Notice. During such six (d6) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company month period Tenant may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At From and after the Transfer Date and for a period of six (6) months thereafter or, from and after the Early Transfer Date and during the term of the Early Transfer Lease (the "Recapture Period"), Seller may elect to recapture any time Fee Qualifying Property (the "Recapture Property") transferred to Buyer under this Agreement (provided Buyer has not resold, leased or mortgaged the Fee Qualifying Property in a manner that prohibits the release thereof, or signed a letter of intent meeting the requirements of paragraph 1.5 hereof or otherwise contracted to sell or lease the Fee Qualifying Property to another party) by either: (i) purchasing the Recapture Property from Buyer, for which the purchase price of the Recapture Property is determined by the following the occurrence of a Recapture Triggering Event formula: Purchase Price less any Buyer credits related to environmental, material physical or structural defects plus (providedi) actual transfer costs incurred by Buyer, with respect to a Recapture Triggering Event under clause (ii) Buyer's reasonable costs actually incurred for due diligence, (iii) Buyer's actual cost of capital to acquire the Recapture Property (calculated during the Recapture Period to and including the closing date for the transfer of the definition Recapture Property on a per diem based using an annual rate not to exceed eight percent (8%)), (iv) Buyer's actual out of pocket expenses incurred during the Recapture Period to and including the closing date of the termRecapture Property solely for real estate taxes, that such insurance, repairs/improvements performed on the Recapture Triggering Event has not been cured)Property, any unaffiliated third party broker's commissions or legal fees incurred by Buyer to sell or lease the Ceding Company shall have the right (but not the obligation) to recapture all, Recapture Property and not less than all, any prepayment premiums or release fees imposed on Buyer by a mortgagee of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer Fee Qualifying Property to obtain a release thereof; or (ii) Entering into a net lease with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Buyer for the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties Property on terms and in writingform mutually agreeable to Seller and Buyer acting in good faith. (b) Notwithstanding anything in this Agreement If Seller elects to repurchase the contraryRecapture Property, upon any recapture the transfer by Buyer to Seller of a Recapture Property will be by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms same type of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant deed by which title was conveyed to this Section 9.4Buyer, subject to the payment obligations described in Section 9.5same encumbrances existing as of the date of transfer. Any and all transfer taxes, both the Ceding Company recording costs and the Reinsurer similar conveyance charges will be fully and finally released from all rights and obligations under this Agreement in respect paid by Seller. All closing expenses, including Buyer's reasonable attorneys' fees, are the responsibility of Seller. Upon closing of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through transfer of the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect Property back to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IXSeller, the Ceding Company mayEnvironmental Indemnity Agreement given by Buyer to Seller at the initial Transfer shall automatically become null, in its sole discretion, require direct payment by the Reinsurer void and of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursefurther force or effect.

Recapture. (a) At any time following the occurrence The Ceding Company may recapture a proportionate share of a Recapture Triggering Event (provided, with respect up to a Recapture Triggering Event under clause (ii) 100% of the definition Net Ceded Liabilities. The parties shall agree on the effective date of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”). Any such recapture shall apply to all Policies reinsured under this Agreement on a pro rata basis. The Reinsurer shall be liable for the Net Benefits associated with recapture amounts, as well as for other claims as specified in Article IV, for Extra-Contractual Obligations, each as incurred prior to the effective date of the recapture. Within sixty (60) days of the Recapture Date (the “Recapture Settlement Date”), which assets consisting of policy loans (including accrued and unearned policy loan interest), cash and investments at market value, and accrued investment income net of unearned investment income, shall be transferred by the Reinsurer to the Ceding Company with the amount as of the Recapture Effective Date must equal to (i) General Account Statutory Reserves plus (ii) the positive or negative Interest Maintenance Reserve Adjustment. In addition, the “Recapture Assets and Liabilities” shall be the last calendar day of an Accounting Periodtransferred. The Reinsurer shall also pay to the Ceding Company will also recapture allinterest on such amount at the rate of four percent (4%) per annum, and not less than allsimple rate, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that beginning on the Recapture Effective Date for any such recapture and ending on the Recapture Settlement Date. The Recapture Assets and Liabilities shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. include all account balances (bboth assets and liabilities) Notwithstanding anything in this Agreement related to the contrary, upon any recapture Policies and ceded by the Ceding CompanyCompany to the Reinsurer. Recapture Assets and Liabilities shall include, but are not limited to, uncollected premiums, deferred premiums and premiums received in advance, in each case to the extent attributable to the recapture Policies. The Recapture Assets and Liabilities shall also include amounts in respect of the recapture Policies that are paid to or received by the Reinsurer on behalf of the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before after the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) but prior to the Settlement Date. Following any recapture pursuant to this Section 9.4a recapture, subject to the satisfaction of payment obligations described in Section 9.5above, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance recapture Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following During the occurrence continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, Agreement by providing the Reinsurer with prior written notice of its intent to effect recapture (a “Recapture Notice”) In the case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (d) of the definition of Recapture Triggering Event, the Recapture Notice shall be provided to the Reinsurer within one hundred eighty (180) calendar days after the Reinsurer has provided written notice to the Ceding Company that such Recapture Triggering Event has occurred, (b) Any recapture specifying the date upon which such recapture will pursuant to Section 7.3(a) shall be effective (the “Recapture Effective Date”)i) as of 11:59 p.m. (Bellevue, which Recapture Effective Date must be Washington time) on the last calendar day of an Accounting Period. The the calendar month during which the Ceding Company will also recapture alldelivers a Recapture Notice to the Reinsurer; provided, and not that if such Recapture Notice was delivered less than allten (10) Business Days prior to the end of such calendar month, then as of 11:59 p.m. (Bellevue, Washington time) on the last day of the reinsurance following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel Reserve Credit hereunder, in which case any recapture pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture 7.3(a) shall be determined by effective as of such earlier date and time) or (ii) on such later date and time as set forth in the arbitration panel unless otherwise agreed between Ceding Company’s Recapture Notice (provided such later date is the Parties in writing. last day of a calendar month and is not later than ninety (b90) Notwithstanding anything in this Agreement to calendar days following the contrary, upon any recapture delivery by the Ceding Company, Company of a Recapture Notice to the Ceding Company will only recapture liabilities arising under Reinsurer) (the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the “Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsDate”). (c) Following any a recapture pursuant to this Section 9.47.3(a), subject to the satisfaction of payment obligations described in Section 9.57.4, (i) both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, Reinsured Risks other than any payment (x) the obligations due hereunder under the provisions that expressly survive termination as respects periods through provided in Section 7.2 and (y) liability of the Recapture Effective Date but still unpaid on such date, any Reinsurer for Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of (ii) no Additional Consideration shall be payable to the Reinsurer with respect to the Reinsured Risks and no Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to by the Reinsurer hereunderReinsurer. (d) Notwithstanding the remedies contemplated by this Article IXVII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any other Transaction Agreement or pursue any other remedy to which the Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article IXVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. Tenant's aforesaid written notice will (ai) At advise Landlord of its intention from, on and after a stated date (which will not be fewer than thirty (30) days after date of Tenant's notice), to assign this Lease or to sublet any time following part or all of the occurrence Premises for the balance or any part of a Recapture Triggering Event (providedthe Term, with respect to a Recapture Triggering Event under clause and (ii) of state the definition of the termterms on which Tenant intends to make such assignment or sublease. In such event, that such Recapture Triggering Event has not been cured), the Ceding Company shall Landlord will have the right right, to be exercised at Landlord's sole option by giving written notice to Tenant within thirty (but not the obligation30) days after receipt of Tenant's notice, to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect space described in Tenant's notice. Any such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”)notice will, which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture allif given, cancel and not less than all, of the reinsurance of the Covered Insurance Policies ceded under terminate this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer Lease with respect to the Reinsured Liabilities incurred prior space therein described as of the date stated in Tenant's notice. If Tenant's notice will cover all of the Premises, and Landlord will have exercised its foregoing recapture right, the Term will expire and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however this Lease be canceled with respect to less than the entire Premises, the Base Rent and Additional Rent will be equitably adjusted by Landlord with due consideration of the size, location, type and quality of the portion of the Premises so remaining after the "recapture," and such Rent will be reduced accordingly from and after the termination date for such portion. This Lease as so amended will continue thereafter in full force and effect. The Rent adjustments provided for herein will be evidenced by an amendment to this Lease executed by Landlord and Tenant. If this Lease will be terminated in the manner aforesaid, either as to the Recapture Effective Date. Following entire Premises or only a portion thereof, to such extent the consummation Term will end upon the appropriate effective date of the recapture proposed sublease or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies assignment as if that date had been originally fixed in this Lease for such expiration. In the event of a termination affecting less than the entire Premises, Tenant will comply with Article IX, and it shall be no defense 13 hereof with respect to any such claim that portion of the Ceding Company might have had other recoursePremises affected thereby.

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the Amended and Restated PRL Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryAmended and Restated PRL Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company mayshall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. The Reinsurer shall pay any undisputed amount of the Terminal Settlement in cash to the Ceding Company within ten (10) Business Days of its sole discretion, require direct payment receipt of the Terminal Settlement Statement. To the extent such undisputed amount is not paid by the Reinsurer of any sum in default under this Agreement in lieu of exercising pursuant to the remedies in this Article IXimmediately preceding sentence, and it shall be no defense to any such claim that the Ceding Company might have had other recourseshall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “recapture. Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by effective on the arbitration panel unless otherwise agreed between tenth day following the Parties in writingday on which the Ceding Company has provided the Reinsurer with such notice (the "RECAPTURE DATE"). (b) Notwithstanding anything in Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement to the contrary, upon any recapture by the Ceding Company, providing the Ceding Company will only recapture liabilities arising under with written notice of its intent to effect a termination of this Agreement. The termination of this Agreement shall be effective on the express terms of tenth day following the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before day on which the Recapture Effective Date other than Reinsurer has provided the Ceding Company Extra-Contractual Obligationswith such notice (the "REINSURER TERMINATION DATE"). (c) Following any a recapture pursuant to this Section 9.4SECTION 8.3(a) or a termination pursuant to SECTION 8.3(b), subject to the payment obligations described in Section 9.5SECTION 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, (i) no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder, (ii) the Reinsurer shall have no further right to receive any Recoveries, (iii) the Reinsurer shall have no further right to receive principal and interest paid on policy loans in respect of the Covered Insurance Policies and (iv) the Reinsurer shall have no further obligation to pay any Reinsured Liabilities or other amounts hereunder. (d) Notwithstanding the remedies contemplated by this Article IXARTICLE VIII or the other Transaction Agreements, (i) the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer and (ii) the Reinsurer may, in its sole discretion, require direct payment by the Ceding Company, of any sum in default under this Agreement or any other Transaction Agreement in lieu of exercising the remedies in this Article IXARTICLE VIII, and it shall be no defense to any such claim that the Ceding Company or the Reinsurer might have had other recourse.

Recapture. (a) At any time following The Deed gives the occurrence of a Recapture Triggering Event (provided, United States Government rights with respect to a Recapture Triggering Event under clause (ii) said Land. In the event the United States Government, or any of its agencies, exercises its rights to recapture or recover the Land, or any portion thereof, during the term of this Lease, and Lessee is not in default hereunder, Lessor agrees to refund to Lessee the pro-rata share of the definition unearned rent to cover that portion of the year in which the Land, or that portion of the Land, is recaptured. The Lessor reserves the right to recapture all or a portion of the Land at any time during the term hereof. The Lessor also reserves the right to exempt up to thirteen (13) acres of property for City Capital Improvement Project(s). If either the terms of recapture or the need for the exemption is not known at the time of the term for this Lease or any subsequent option term, that such Recapture Triggering Event has not been cured), Lessor agrees to give Lessee a minimum of thirty (30) days advance written notice should recapture or exemption be desired by the Ceding Company shall have Lessor. In the right (but not the obligation) to event of recapture allor exemption, and provided Lessee is not less than allin default hereunder, Lessor agrees to refund to Lessee the pro-rata share of the reinsurance unearned rent for the remaining portion for the year for which the annual rent has been paid. If possible, Lessor agrees to permit Lessee’s growing crops to mature and for Lessee to harvest said crops growing at the time of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent recapture or exemption to effect such the fullest extent feasible. Should recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, or exemption and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant Lease occur under conditions which prohibit the allowance of time necessary to Section 10.3(d); provided that the Recapture Effective Date for any such recapture mature and harvest crops, then in addition to a refund of unearned rent, Lessee shall be determined by reimbursed for actual expenses incurred in the arbitration panel unless otherwise agreed between production of the Parties crops on the recaptured Land. Said reimbursement shall cover costs incurred for ground preparation, including fuel, seed, fertilizer, equipment rental and/or depreciation and other expenses as reflected in writing. (b) Notwithstanding anything in this Agreement Lessee’s books and records. Reimbursement for expenses shall be limited to the contrary, upon any recapture acreage only and shall be the only compensation or damages due Lessee by virtue of termination and recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual ObligationsLessor. (c) Following any recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured), 12.1 Whenever the Ceding Company shall have the right (but not the obligation) to recapture allCompany, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that Article 11, increases its retention limits over the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties retention limits set forth in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by Exhibit A - Retention Limits of the Ceding Company, the Ceding Company has the option to recapture certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and the insured's age, sex, and mortality classification or at least the lesser of its Per Life Retention Limit or [percentage] on a facultative risk, it may apply its increased retention limits to reduce the amount of reinsurance in force as follows: (a) The Ceding Company must give the Reinsurer ninety (90) days written notice prior to its intended date of recapture. (b) The reduction of reinsurance on affected policies will only become effective on the policy anniversary date immediately following the notice of election to recapture; however, no reduction will be made until a policy has been in force for a duration of at least ten (10) years. (c) If any reinsured policy is recaptured, all reinsured policies eligible for recapture liabilities arising under the express terms provisions of this Article must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company must increase its total amount of insurance retained on each reinsured life. The Ceding Company may not revoke its election to recapture for policies becoming eligible at future anniversaries. Recapture for a policy may occur at different times because of different duration requirements under various reinsurance agreements. For a policy subject to recapture from the Reinsurer that has met the duration requirement in clause (b) above, the revised Reinsured Net Amount at Risk shall be determined using Ceding Company's Retained Share as if the policy were eligible for recapture from all reinsurers who have a share of the Covered Insurance Policies risk on that policy (or who had a share of risk on that policy prior to an earlier recapture). For a policy not yet subject to recapture from the Reinsurer because of an unattained duration requirement, Reinsured Net Amount at Risk will continue being determined using Ceding Company's Retained Share as provided for in Exhibit A as if the policy were not eligible for recapture by any of the reinsurers who have or had a share of the risk on the policy. The amount of reinsurance eligible for recapture is based on the Net Amount at Risk as of the date of recapture. For a policy issued as a result of a fully-underwritten exchange, the policy date and current duration of the new policy and the recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any reinsured policies or portions of such reinsured policies eligible for recapture pursuant to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recoursehas overlooked inadvertently. IDSL VUL4/LP Select Treaty 19 If the Ceding Company transfers business that is reinsured under this Agreement to a successor ceding company, then the successor ceding company has the option to recapture the reinsurance in accordance with the recapture criteria outlined in this Article, but only if the successor ceding company has or adopts a higher maximum retention limit than that applicable to the block of business subject to recapture.

Recapture. (a) At any time For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (provided, other than with respect to a Recapture Triggering Event under clause (ii) of the definition of the terman Insolvency Event), that such Recapture Triggering or, at any time while an Insolvency Event has not been cured)occurred and is continuing, the Ceding Company shall have the right (right, but not the obligation) , to recapture all, and but not less than all, of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement, Agreement by providing the Reinsurer with prior a written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Notice”) to the Reinsurer specifying the grounds for the exercise of the recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, which Recapture Effective Date that the applicable Triggering Event must be continuing on the last calendar day date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be at least ten (10) Business Days following the delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an Accounting Period. The Insolvency Event), but in no event later than thirty (30) Business Days following the delivery of the Recapture Notice; provided, further, that in the event that a recapture notice is provided with respect to either the PRL Reinsurance Agreement or the UA Reinsurance Agreement, the Ceding Company will also shall recapture all, and not less than all, all of the reinsurance of the Covered Insurance Policies Reinsured Liabilities ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that and, in such event, the “Recapture Effective Date for any such recapture Date” shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement date of recapture with respect to the contraryPRL Reinsurance Agreement or the UA Reinsurance Agreement, upon any as applicable. Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities arising under or resulting from the express terms of the Covered Insurance Reinsured Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company any Reinsurer Extra-Contractual Obligations. (c) . Following any a recapture pursuant to this Section 9.49.03(a), subject to the satisfaction of payment obligations described in Section 9.59.03(b), both the Ceding Company and the Reinsurer will be fully and finally released from all rights rights, obligations and obligations liabilities under this Agreement in respect of the applicable Covered Insurance Policies, other than the Reinsurer’s liability for any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Reinsurer Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect provisions that expressly survive termination pursuant to the Reinsured Liabilities incurred prior to the Recapture Effective DateSection 9.02. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder. (db) Notwithstanding the remedies contemplated by this Article IXIn connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company may, shall prepare a settlement statement within twenty (20) Business Days of the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in its sole discretion, require direct payment by accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense provide to any such claim that the Ceding Company might have had other recoursesuch assistance, information and documents as may be reasonably requested by the Ceding Company in preparing such calculation. The Reinsurer shall pay any undisputed amount of the Terminal Settlement in cash to the Ceding Company within ten (10) Business Days of its receipt of the Terminal Settlement Statement. The Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of the Terminal Settlement. If the Fair Market Value of assets in the Trust Account is not sufficient to discharge the Reinsurer’s obligations hereunder, the Reinsurer shall pay to the Ceding Company cash in the amount of such deficiency. In addition, following the payment of the Terminal Settlement, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Article VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) In the event that the Reinsurer disagrees with the calculation of the Terminal Settlement, the Reinsurer 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 Third Party Accountant or Third Party Actuary, as applicable, to determine the Terminal Settlement in the manner provided in Section 5.03(d) with respect to disputed items under the Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of the Terminal Settlement shall be final and binding upon the Parties. The fees of the Third Party Accountant or Third Party Actuary shall be borne equally by the parties. After a final and binding resolution of any dispute described in this Section 9.03(c) is reached, the parties agree to make any necessary adjustments under Section 9.03(b).

Recapture. (a) At any time following the occurrence The Ceding Company may recapture a proportionate share of a Recapture Triggering Event (provided, with respect up to a Recapture Triggering Event under clause (ii) 100% of the definition of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, Net Ceded Liabilities by providing the Reinsurer with sixty (60) days prior written notice, such notice to specify the effective date of its intent to effect such the recapture specifying the date upon which such recapture will be effective (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any Any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in apply to all Policies reinsured under this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not Agreement. The Reinsurer shall be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date Net Benefits associated with recapture amounts, as well as for other than Ceding Company Extra-Contractual Obligations. (c) Following any recapture pursuant to this Section 9.4claims as specified in Article IV, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company for Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities each as incurred prior to the effective date of the recapture. Within forty-five (45) days of the Recapture Effective Date (the “Recapture Settlement Date”), assets consisting of policy loans (including accrued and unearned policy loan interest), cash and investments at market value, and accrued investment income net of unearned investment income, shall be transferred by the Reinsurer to the Ceding Company with the amount as of the Recapture Date equal to the “Net Statutory Liabilities” for the recapture Policies plus the positive or negative Interest Maintenance Reserve Adjustment. The Net Statutory Liabilities shall equal the Statutory Reserves (net of reserves for any non-affiliate reinsurance agreements) related to the recapture Policies plus ”Recapture Assets and Liabilities”. The Reinsurer shall also pay to the Ceding Company interest on such amount at the rate of four percent (4%) per annum, simple rate, beginning on the Recapture Date and ending on the Recapture Settlement Date. Following The Recapture Assets and Liabilities shall include all account balances (both assets and liabilities) related to the consummation recapture Policies and ceded by the Ceding Company to the Reinsurer (other than (i) those that are reflected in Statutory Reserves and (ii) the liability for interest maintenance reserve related to the recapture Policies). Recapture Assets and Liabilities shall include, but are not limited to, uncollected premiums, deferred premiums, policyholder dividends and premiums received in advance, in each case to the extent attributable to the recapture Policies. The Recapture Assets and Liabilities shall also include amounts in respect of the recapture Policies that are paid to or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to received by the Reinsurer hereunder. (d) Notwithstanding the remedies contemplated by this Article IX, on behalf of the Ceding Company may, in its sole discretion, require direct payment by after the Reinsurer of any sum in default under this Agreement in lieu of exercising Recapture Date but prior to the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourseSettlement Date.

Recapture. (a) At any time following Upon the occurrence and continuation of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying recapture. Recapture of the date upon which such recapture will Reinsured Contracts shall be effective on the last day of the month preceding the day on which the Ceding Company has provided the Reinsurer with such notice or such later day as set forth in the Ceding Company recapture notice (the “Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by the arbitration panel unless otherwise agreed between the Parties in writing. (b) Notwithstanding anything in this Agreement to the contrary, upon any recapture by the Ceding Company, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (c) Following any a recapture pursuant to this Section 9.4, subject to the satisfaction of payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will shall be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder as respects periods through prior to the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before date and the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of under the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Dateprovisions that expressly survive termination as provided in Section 9.2. Following the consummation of the recapture or terminationrecapture, no additional Premiums or other amounts payable under such Covered Insurance Policies Reinsured Contracts shall be payable to the Reinsurer hereunder, nor shall the Reinsurer have any further right to receive any Premiums or other amounts payable under such Reinsured Contracts or any further liability with respect to the General Account Liabilities. Notwithstanding the foregoing, a recapture pursuant to this Section 9.4 shall not affect unpaid obligations or Liabilities due under the Trust Agreement. (dc) Notwithstanding the remedies contemplated by this Article IXSection 9.4 or the Trust Agreement, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or the Trust Agreement in lieu of exercising the remedies in this Article IXSection 9.4, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) within sixty (60) calendar days of such event to recapture all, and not less than all, of the outstanding reinsurance of the Covered Insurance Policies ceded under this AgreementAgreement as of the effective date of the recapture, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “recapture. Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by effective on the arbitration panel unless otherwise agreed between tenth (10th) day following the Parties in writing. day on which the Ceding Company has provided the Reinsurer with such notice (b) Notwithstanding anything in this Agreement to the contrary, upon any "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will only recapture liabilities Liabilities and obligations arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Reinsurer Extra Contractual Obligations incurred before Obligations. For the Recapture Effective Date other than avoidance of doubt, the Ceding Company Extra-Contractual Obligationsshall have the option to recapture in accordance with this Section 7.3 upon each subsequent occurrence of a Recapture Triggering Event and not only upon the initial occurrence of any Recapture Triggering Event. (cb) Following any a recapture pursuant to this Section 9.47.3, subject to the payment obligations described in Section 9.57.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior any Reinsurer Extra Contractual Obligations which will remain due to the Recapture Effective DateCeding Company. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderhereunder and nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables. (dc) Notwithstanding the remedies contemplated by this Article IXVII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any Transaction Agreement in lieu of exercising the remedies in this Article IXVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. Whenever the Company increases its Retention Limit , as set forth in Exhibit D, it may elect to recapture all in force reinsurance affected by the increase, provided a ninety (90) day written notice is given to the Reinsurer prior to the effective date of commencement of its recapture election. Recapture of the in force reinsurance shall be subject to the following conditions: a) At any time An in force Reinsured Policy shall not be eligible for recapture until it has been reinsured for the minimum number of years as specified in Exhibit C-1. The effective date of the reduction in reinsurance shall be the later of: i) the first Policy anniversary following the occurrence expiration of a Recapture Triggering Event the ninety (provided, with respect 90) day notice period to a Recapture Triggering Event under clause (recapture; or ii) the Policy anniversary date when the required minimum number of years is attained; or iii) a mutually agreed effective date between the definition Company and the Reinsurer. b) The Company must have maintained the maximum dollar retention on the life for the plan, insured's age, sex and mortality classification as set forth in Exhibit D. c) Reinsurance for all Reinsured Policies eligible for recapture shall be reduced by the amount necessary to increase the total amount retained on the life up to the new Retention Limit. The amount of the term, that such Recapture Triggering Event has not been cured), the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such eligible for recapture will be effective (the “Recapture Effective Date”)difference between the amount originally retained and the amount the Company would have retained had the new retention been in effect at the time of issue. The amount of reinsurance eligible for recapture will be determined based on the reinsurance net amount at risk as of the date of recapture. d) If the Reinsured Policy is eligible for recapture from other reinsurers, which Recapture Effective Date the reduction in reinsurance shall be shared proportionately based upon the original risk among the reinsurers. e) If more than one Reinsured Policy is eligible for recapture, any recapture must be affected beginning with the last calendar day Reinsured Policy with the earliest issue date and continuing in chronological order according to the remaining Reinsured Policies' issue dates. f) The Company shall not rescind or revoke its decision to recapture once elected for any Reinsured Policies becoming eligible on future Policy anniversaries. g) For a Reinsured Policy issued as a result of an Accounting Perioda continuation, such as conversion, re­entry or exchange, the recapture terms of the agreement covering the original Policy shall apply and the recapture period shall be measured from the issue date of the original Policy. h) No recapture will occur if the Company has either obtained or increased stop loss reinsurance coverage as justification for the increase in retention. i) Recapture is optional, but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. The Ceding In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company which are eligible for recapture must be similarly recaptured. j) Any successor of the Company will also have the option to recapture allreinsurance in accordance with this Article, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined successor company has or adopts a higher Retention Limit than previously used by the arbitration panel unless otherwise agreed between the Parties in writingCompany. (bk) Notwithstanding anything in this Agreement to Effective as of the contrary, upon any recapture by the Ceding Companydate, the Ceding Company will only recapture liabilities arising under the express terms of the Covered Insurance Policies and Reinsurer will not be liable for any Extra-Contractual Obligations incurred eligible business which was overlooked. The parties' obligations for any recaptured business will be limited to those relating to events or circumstances arising or occurring before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligationsrecapture date, including payment of the termination settlement amount. (cl) Following any recapture pursuant Upon payment of the termination settlement amount, each party will be deemed to this Section 9.4, subject to the payment obligations described in Section 9.5, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior to the Recapture Effective Date. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderrecaptured business. (d) Notwithstanding the remedies contemplated by this Article IX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement in lieu of exercising the remedies in this Article IX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) At any time following Upon the occurrence of a Recapture Triggering Event (provided, with respect to a Recapture Triggering Event under clause (ii) of the definition of the term, that such Recapture Triggering Event has not been cured)Event, the Ceding Company shall have the right (but not the obligation) within sixty (60) calendar days of such event to recapture all, and not less than all, of the outstanding reinsurance of the Covered Insurance Policies ceded under this AgreementAgreement as of the effective date of the recapture, by providing the Reinsurer with prior written notice of its intent to effect such recapture specifying the date upon which such recapture will be effective (the “recapture. Recapture Effective Date”), which Recapture Effective Date must be the last calendar day of an Accounting Period. The Ceding Company will also recapture all, and not less than all, of the reinsurance of the Covered Insurance Policies ceded under this Agreement if termination of this Agreement is awarded by an arbitration panel pursuant to Section 10.3(d); provided that the Recapture Effective Date for any such recapture shall be determined by effective on the arbitration panel unless otherwise agreed between tenth (10th) day following the Parties in writing. day on which the Ceding Company has provided the Reinsurer with such notice (b) Notwithstanding anything in this Agreement to the contrary, upon any "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will only recapture liabilities Liabilities and obligations arising under the express terms of the Covered Insurance Policies and will not be liable for any Extra-Reinsurer Extra Contractual Obligations incurred before Obligations. For the Recapture Effective Date other than avoidance of doubt, the Ceding Company Extra-Contractual Obligationsshall have the option to recapture in accordance with this Section 7.3 upon each subsequent occurrence of a Recapture Triggering Event and not only upon the initial occurrence of any Recapture Triggering Event. (cb) Following any a recapture pursuant to this Section 9.47.3, subject to the payment obligations described in Section 9.57.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the applicable Covered Insurance Policies, other than any payment obligations due hereunder as respects periods through the Recapture Effective Date but still unpaid on such date, any Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations, and any other obligations of the Reinsurer with respect to the Reinsured Liabilities incurred prior any Reinsurer Extra Contractual Obligations which will remain due to the Recapture Effective DateCeding Company. Following the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to the Reinsurer hereunderhereunder and nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables. (dc) Notwithstanding the remedies contemplated by this Article IXVII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement or any Transaction Agreement in lieu of exercising the remedies in this Article IXVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.. 34 <Page> SECTION 7.4