Common use of Recapture Clause in Contracts

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon At any time following the occurrence of a Recapture Triggering EventEvent (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 PoliciesPolicies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect recapturesuch 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. Recapture 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 effective on determined by the tenth arbitration panel unless otherwise agreed between the Parties in writing. (10thb) day following Notwithstanding anything in this Agreement to the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a contrary, upon any 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 including and will not be liable for any Extra Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (bc) Following a any recapture pursuant to this Section 8.39.4, subject to the payment obligations described in Section 8.49.5, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured applicable Covered Insurance Policies, other than any payment obligations due hereunder prior to 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 and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverableshereunder. (cd) Notwithstanding the remedies contemplated by this Article VIII or the Transaction AgreementsIX, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements this Agreement in lieu of exercising the remedies in this Article VIIIIX, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon 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 any of the 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 Recapture Triggering 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 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 Ceding Company shall have portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If THE COMPANY elects to recapture allthe risks ceded to THE REINSURER under this Agreement as stated above, and not less than allit will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on immediately upon THE REINSURER’s receipt of the tenth (10th) day notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the day 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 which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject or prior to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer date of recapture. No exercise by THE COMPANY of any recapture right will be fully and finally released from all rights and obligations under this Agreement in respect of the Covered Insurance Policies, including give rise to any claims for damages, lost profits, or other form of the Reinsurer compensation to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder prior and owing under the reinsurance treaty up to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A − Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [*]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon When the occurrence Company increases the dollar retention limit the amount of a Recapture Triggering Event, the Ceding in force Reinsured Policies may be reduced provided: 8.2.1 The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing gives the Reinsurer with written notice of its intent intention to effect recapture. Recapture recapture within 90 days of the Covered Insurance Policies shall effective date of the retention increase; and 8.2.2 The amount eligible for recapture will be effective on the tenth (10th) day following difference between the day on which amount originally retained and the amount the Ceding Company has provided would have retained on the Reinsurer with such notice (same 10% quota share basis had the "Recapture Date"). Upon a recapture new retention limit schedule been in effect at the time of issue. 8.2.3 Such recaptures are made on the next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 8.4, 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. 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following the consummation of the recapture criteria outlined in this Article, only if the successor company has or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to Reinsurer hereunder and nor, for adopts a higher retention limit than the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesCompany. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence and continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with 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 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 the Ceding Company provides notice of recapture. With respect to any Recapture Event triggered by clause (ii) of the 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 shall be effective on the tenth date specified in such notice (10ththe “Recapture Date”); provided that the Recapture Date shall be at least ten (10) day calendar days following the date of such notice following the day on which the Ceding Company has provided the Reinsurer with such notice. (b) 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 date specified in such notice (the "Recapture “Termination Date"”). Upon a recapture termination by the Ceding CompanyReinsurer, the Ceding Company will shall recapture all liabilities and obligations arising the reinsurance ceded under the terms this Agreement. Recapture of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to shall be effective on the payment obligations described in Section 8.4, both the Termination Date. The Ceding Company covenants and the Reinsurer will be fully and finally released from all rights and obligations under agrees that it shall not intentionally fail to comply with any term or condition of this Agreement in respect for the purpose of the Covered Insurance Policies, including any claims of causing a Termination Event or encouraging the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by terminate this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.Agreement following a

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) Upon the occurrence of a Recapture Triggering Event, the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing gives the Reinsurer with irrevocable written notice of its intent intention to effect recapture. ; and b) Recapture of the Covered Insurance Policies shall will be effective effected on the tenth (10th) day following next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the day on which Reinsured Policy has been in force for the Ceding Company has provided period specified in the Reinsurer with such notice (the "Recapture Date")applicable Exhibit. Upon For a recapture by the Ceding Companyconversion or re-entry, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations.original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and (bc) Following a 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 pursuant to this Section 8.3will be 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, subject the reduction will be applied pro rata to the payment obligations described in Section 8.4total outstanding reinsurance. Recapture is optional, both but if any reinsured business is recaptured, all eligible reinsured business must be recaptured. Eligible reinsured business means business with the Ceding same form of underwriting. In addition, all life risks reinsured under any other reinsurance agreement between the Reinsurer and the Company and which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. Effective as of the recapture date, the Reinsurer will not be liable for any 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 date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all rights and obligations under this Agreement in with respect of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecaptured business. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence 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 loss, expense or liability (including, without limitation, any loss, expense or liability incurred by reason of the 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 Payment Date or any payment due in connection with 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 Recapture Triggering Eventnotice of prepayment given pursuant to Section 4.03(a); or (iv) subject to the provisions of Section 4.03(c), any prepayment of the Floating Rate Note (including, without limitation, due to the issuance of any fixed rate notes) other than on an Interest Payment Date after giving five Business Days prior written notice to such Lender, the Ceding Company shall have the right (but not the obligation) to recapture allFacility Agent, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual ObligationsIndenture Trustee. (b) Following a recapture pursuant Without prejudice to this Section 8.3any other provision hereof (and at the Shipowner's expense), subject such Lender shall use such reasonable efforts as it shall determine in its sole discretion to minimize any loss, expense or liability to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesextent possible. (c) Notwithstanding With respect to the remedies contemplated by this Article VIII or Shipowner's obligations under Section 4.04(a)(iv), if the Transaction AgreementsShipowner shall at any time notify the Facility Agent and the applicable Lender of its intention to pursue any such prepayment, the Ceding Company mayFacility 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 its sole discretionconnection with a prepayment under the circumstances described in Section 4.04(a)(iv), require direct payment 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 Reinsurer Lender pursuant to this Section 4.04(c) is understood by the parties to be an estimate of any sum the costs of prepayment only and shall not be binding in default under the Transaction Agreements in lieu determination of exercising the remedies in Article VIII, and it shall be no defense such costs pursuant to any such claim that Ceding Company might have had other recourseSection 4.04(a)(iv).

Recapture. (a) Upon 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 any of the 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 Recapture Triggering 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 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 Ceding Company shall have portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If THE COMPANY elects to recapture allthe risks ceded to THE REINSURER under this Agreement as stated above, and not less than allit will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in THE COMPANY’s notice. If THE COMPANY does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on immediately upon THE REINSURER’s receipt of the tenth (10th) day notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the unearned reinsurance premium within 30 days following the day 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 which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject or prior to the payment obligations described date of recapture. No exercise by THE COMPANY of any recapture right other than THE REINSURER’s failure to provide security in Section 8.4accordance with the ‘SECURITY’ provision of this Agreement, 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 Covered Insurance Policies, including give rise to any claims for damages, lost profits, or other form of the Reinsurer compensation to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesTHE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder prior and owing under the reinsurance treaty up to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "“Recapture Date"”). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Upon the occurrence of a Reinsurer 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 effect a termination of this Agreement. The termination of this Agreement shall be effective on the tenth day following the day on which the Reinsurer has provided the Ceding Company with such notice (the “Reinsurer Termination Date”). (c) Following a recapture pursuant to this Section 8.38.3(a) or a termination pursuant to Section 8.3(b), subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 and norhereunder, for (ii) the avoidance of doubt, Reinsurer shall Reinsurer have any no further right to receive any RecoverablesRecoveries, (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. (cd) Notwithstanding the remedies contemplated by this Article 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 the this Agreement or any other Transaction Agreements Agreement in lieu of exercising the remedies in Article 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) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies Reinsured Contracts shall be effective on as of the tenth (10th) day following end of the day on month in which the Ceding Company has provided the Reinsurer with notice of recapture pursuant to Section 7.1(b) or such notice other day as the Parties agree (the "“Recapture Date"”). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.37.3, subject to the satisfaction of the payment obligations described in Section 8.47.4, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesReinsured Contracts, other than (i) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, 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 retained by the 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 for the period prior to the recapture 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 and hereunder, nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables. (c) 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 VIII VII 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 the Transaction Agreements this Agreement in lieu of exercising the remedies in this Article VIIIVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence and continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture within one hundred eighty (180) days of the occurrence of such Triggering Event if such Triggering Event is continuing as of the date the Ceding Company provides notice of recapture. Recapture of the Covered Insurance 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 Date"”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities the Reinsured Risks and obligations arising under the terms of the Covered Insurance Policies including will not be liable for any Extra 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 a recapture or termination pursuant to this Section 8.3, subject to the satisfaction of payment obligations described in Section 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Reinsured Policies, other than (i) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations as provided in Section 8.3(a) above and (iii) the obligations under the provisions 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 and norhereunder, for nor shall the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesother 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. (cd) Notwithstanding the remedies contemplated by this Article VIII VIII, the Master Transaction Agreement or the Transaction 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 Agreements Agreement or any other Ancillary Agreement in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A − Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [*]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company maymust 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 its sole discretionforce may be the result of an increase in the Ceding Company's Per Life Retention, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon Subject to the terms of this Section 8.3, following the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, Reinsured Risks ceded under this Agreement by providing the Reinsurer with written notice of its intent to effect recapturesuch a recapture (a “Recapture Notice”); provided that a Recapture Triggering Event must be continuing on the date that the Recapture Notice is delivered in order for such recapture to be consummated. In the case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (e) of the Covered Insurance Policies definition of Recapture Triggering Event, the Recapture Notice shall be effective on provided to the tenth (10th) day following the day on which Reinsurer within [***] calendar days after the Ceding Company becomes aware that such Recapture Triggering Event has provided 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 Triggering Event”, a new Recapture Triggering Event shall be deemed to have occurred if subsequently, (i) the RBC Ratio of the Reinsurer with or the Guarantor as of any calendar quarter-end is reduced below [***]% and the Reinsurer has not cured such notice shortfall as of the applicable Capital Reporting Deadline or (ii) [***]. For the "Recapture Date"). Upon a recapture by avoidance of doubt, if the Ceding CompanyCompany does not exercise its recapture right with respect to any Recapture Triggering Event, the Ceding Company will shall subsequently have the right to recapture all liabilities all, and obligations arising under the terms not less than all, of the Covered Insurance Policies including Reinsured Risks ceded under this Agreement in accordance with this Section 8.3 following the occurrence of any Extra Contractual Obligationsnew Recapture Triggering Event. (b) Following a Any recapture pursuant to this Section 8.38.3(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 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 of its Recapture Notice) (the “Recapture Date”). (c) Following any recapture of all Reinsured Risks pursuant to Section 8.3(a), subject to the satisfaction of payment obligations described in Section 8.4, (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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, Reinsured Risks other than (w) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following , (x) any obligations under the consummation provisions that expressly survive termination as provided in Section 8.2, (y) liability of the recapture or termination, Reinsurer for Reinsurer Extra-Contractual Obligations and (z) liability of the Ceding Company for Ceding Company Extra-Contractual Obligations and (ii) no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder and nor, for with respect to the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesReinsured Risks. (cd) Notwithstanding the remedies contemplated by this Article VIII 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 the this Agreement or any other Transaction Agreements 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 VIII, and it shall be no defense to any such claim that Ceding Company such Party might have had other recourse.

Recapture. The Ceding Company may in accordance with the provisions of this Article XI recapture, in its sole discretion, 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) Upon If the occurrence Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of a Recapture Triggering Event, rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company shall have to assure the right Ceding Company of full Statutory Financial Statement Credit for the Reinsured Policies within forty-five (but not the obligation45) to recapture all, and not less than all, calendar days of the Covered Insurance Policies, by providing the Reinsurer with Reinsurer’s receipt of written notice of its intent to effect recapture. Recapture of from the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which Ceding Company that the Ceding Company has provided been advised by any Governmental Authority that the Reinsurer with such notice (the "Recapture Date"). Upon a recapture Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations.with such Governmental Authority; (bc) Following a recapture pursuant to If the Reinsurer is in material breach of any other representation, warranty or covenant under this Section 8.3, subject to the payment obligations described in Section 8.4, both the Ceding Company Agreement and the Reinsurer will be fully 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 finally released from all rights and obligations under this Agreement provision shall not apply; (d) If the Reinsurer fails in respect any material respects to fund either of the Covered Insurance PoliciesReinsurance Trust Accounts to the amount required after receipt of the Top-Up Notice under Section 15.3(c) within the time period specified therein, including and the Reinsurer fails to cure any claims 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 to Modified Coinsurance Assets held for such payment in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following the consummation Section 2(a) 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, 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 Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, reimburse the Ceding Company may, in its sole discretion, require direct payment for actual reasonable expenses incurred by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recoursepursuant to this Section 11.1(e).

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A − Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [*]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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. (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) Upon the occurrence of a Recapture Triggering Event, the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing gives the Reinsurer with an irrevocable written notice of its intent intention to effect recapture. ; and b) Recapture of the Covered Insurance Policies shall will be effective effected on the tenth (10th) day following next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the day on which Reinsured Policy has been in force for the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date")period specifi ed in Exhibit C-1. Upon For a recapture by the Ceding Companyconversion or re-entry, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations.original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and (bc) Following a 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 pursuant to this Section 8.3will be 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, subject the reduction will be applied pro rata to the payment obligations described in Section 8.4total outstanding reinsurance. Recapture is optional, both 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 BXXx reinsurance agreement between the Ceding Reinsurer and the Company and which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. I414849US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) Effective as of the recapture date, the Reinsurer will not be liab le for any 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 date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all rights and obligations under this Agreement in with respect of the 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 prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. I414849US-12 (c11-01-2011) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.QT#04028US11 (COLI & BXXx)

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) Upon the occurrence of a Recapture Triggering Event, the Ceding The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing gives the Reinsurer with an irrevocable written notice of its intent intention to effect recapture. ; and b) Recapture of the Covered Insurance Policies shall will be effective effected on the tenth (10th) day following next anniversary of each Reinsured Policy eligible for recapture unless agreed otherwise by both parties and with no recapture being made until the day on which Reinsured Policy has been in force for the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date")period specifi ed in Exhibit C-1. Upon For a recapture by the Ceding Companyconversion or re-entry, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations.original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and (bc) Following a 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 pursuant to this Section 8.3will be 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, subject the reduction will be applied pro rata to the payment obligations described in Section 8.4total outstanding reinsurance. Recapture is optional, both 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 BXXx reinsurance agreement between the Ceding Reinsurer and the Company and which are eligible for recapture must be similarly recaptured. No reserves for the recaptured business will be paid to the Company by the Reinsurer. I414848US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) Effective as of the recapture date, the Reinsurer will not be liab le for any 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 date, including payment of the termination settlement amount. Upon recapture, each party will be deemed to be fully and finally released from all rights and obligations under this Agreement in with respect of the 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 prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. I414848US-12 (c11-01-2011) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.QT#04028US11 (COLI & BXXx)

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A − Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [*]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company maymust 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 its sole discretionforce may be the result of an increase in the Ceding Company's Per Life Retention, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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. The Ceding Company may in accordance with the provisions of this Article XI recapture, in its sole discretion, 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) Upon If the occurrence Reinsurer becomes insolvent or if the Commissioner has instituted a proceeding or entered a decree or order for the appointment of a Recapture Triggering Event, rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company shall have to assure the right Ceding Company of full Statutory Financial Statement Credit for the Reinsured Policies within forty-five (but not the obligation45) to recapture all, and not less than all, calendar days of the Covered Insurance Policies, by providing the Reinsurer with Reinsurer’s receipt of written notice of its intent to effect recapture. Recapture of from the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which Ceding Company that the Ceding Company has provided been advised by any Governmental Authority that the Reinsurer with such notice (the "Recapture Date"). Upon a recapture Governmental Authority will deny or has denied Statutory Financial Statement Credit on any financial statement filed by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations.with such Governmental Authority; (bc) Following a recapture pursuant to If the Reinsurer is in material breach of any other representation, warranty or covenant under this Section 8.3, subject to the payment obligations described in Section 8.4, both the Ceding Company Agreement and the Reinsurer will be fully 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 finally released from all rights and obligations under this Agreement provision shall not apply; (d) If the Reinsurer fails in respect any material respects to fund the Reinsurance Trust Account to the amount required after receipt of the Covered Insurance PoliciesTop-Up Notice under Section 15.3(c) within the time period specified therein, including and the Reinsurer fails to cure any claims 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 to Modified Coinsurance Assets held for such payment in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following the consummation Section 2(a) 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, 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 Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, reimburse the Ceding Company may, in its sole discretion, require direct payment for actual reasonable expenses incurred by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recoursepursuant to this Section 11.1(e).

Recapture. (a) Upon For a period of [***] following receipt of notice of the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance PoliciesReinsured Risks ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect such a recapture. ; provided, however, that during the continuation of a Recapture Triggering Event described in clause (a) of the Covered Insurance Policies definition of “Recapture Triggering Event,” if the RBC Ratio of the Reinsurer or an Affiliate Retrocessionaire, as applicable, has further decreased at least [***] percentage points below the applicable RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event,” then, for an additional period of [***] following receipt of notice of such decrease, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Reinsured Risks ceded under this Agreement notwithstanding the expiration of the initial [***] period. (b) Any recapture pursuant to Section 8.03(a) shall be effective (i) as of 11:59 p.m. (New York time) on the tenth (10th) day following last Business Day of the day on calendar month during which the Ceding Company has provided the Reinsurer with such delivers a recapture notice (the "“Recapture Date"). Upon Notice”) to the Reinsurer; provided, 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 recapture 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 recapture all liabilities and obligations arising under Reinsurer) (the terms of the Covered Insurance Policies including any Extra Contractual Obligations“Recapture Date”). (bc) Following a recapture pursuant to this Section 8.38.03(a), subject to the satisfaction of payment obligations described in Section 8.48.04, (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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, Reinsured Risks other than any payment the obligations due hereunder prior to under the Recapture Date but still unpaid on such date. Following the consummation of the recapture or termination, provisions that expressly survive termination as provided in Section 8.02 and (ii) no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder and nor, for with respect to the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesReinsured Risks. (cd) Notwithstanding the remedies contemplated by this Article VIII 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 Transaction Agreements Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon At any time following the occurrence of a Recapture Triggering EventEvent (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 PoliciesPolicies ceded under this Agreement, by providing the Reinsurer with prior written notice of its intent to effect recapturesuch 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. Recapture 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 effective on determined by the tenth arbitration panel unless otherwise agreed between the Parties in writing. (10thb) day following Notwithstanding anything in this Agreement to the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a contrary, upon any 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 including and will not be liable for any Extra Extra-Contractual Obligations incurred before the Recapture Effective Date other than Ceding Company Extra-Contractual Obligations. (bc) Following a any recapture pursuant to this Section 8.38.4, subject to the payment obligations described in Section 8.48.5, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured applicable Covered Insurance Policies, other than any payment obligations due hereunder prior to 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 and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverableshereunder. (cd) Notwithstanding the remedies contemplated by this Article VIII or the Transaction AgreementsVIII, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements this Agreement in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon 1. The retention limits of Lutheran Brotherhood are shown in the occurrence attached exhibit if applicable. Lutheran Brotherhood shall notify Minnesota Mutual of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) any subsequent changes to recapture all, and not less than all, these limits by giving 30 days prior written notice. 2. If Lutheran Brotherhood increases any of its retention limits for any of the Covered Insurance Policiesbusiness described in the Exhibit, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3Lutheran Brotherhood shall, subject to the payment obligations described provisions of Article XXII regarding the termination of this Agreement, have the option of making corresponding reductions in Section 8.4the 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, both or the Ceding Company and the Reinsurer will policies were, issued. No reduction, however, shall be fully and finally released from all rights and obligations made in any reinsurance until it has been in force under this Agreement for at least the number of years specified in respect 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 Covered Insurance Policies, including any claims effective date of the Reinsurer increase in its retention limits, then upon the anniversary date of each such reinsured policy next following the later of (a) the effective date of the increase in retention limits and (b) the end of the duration, as specified in Section 2 of this Article, that the reinsurance shall, as a precedence for such reduction, have remained in force under this Agreement, the risk amounts reinsured shall, unless otherwise precluded by similar recapture procedures being applied to Modified Coinsurance Assets held prior risks on the same life, be reduced. The reduction shall be for such amounts in connection 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 recaptured Covered Insurance Policiesmore than one reinsurer, other than any payment obligations due hereunder prior 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 Recapture Date but still unpaid respective total risk amounts reinsured by Lutheran Brotherhood on such daterisk. 4. Following If, at the consummation time of recapture in accordance with the terms of this Article, the risk is an active claim for disability waiver of premium benefits, the life risk portion of the reinsurance under this Agreement shall be considered eligible for recapture and reduced accordingly. However, subject to the continued timely payments of the reinsurance premiums for the disability waiver of premium benefit risk as specified in Article X, the reinsurance under this Agreement for the associated disability waiver of premium benefit risk shall remain in 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 policy, a pro-rata adjustment on all premium and any applicable commission or allowance items shall be taken into account from the effective date of the recapture to the next anniversary date. 7. For recaptures, in accordance with the terms of this Article, of all or terminationany portions of the risks on reinsurance effected on the Coinsurance and Modified Coinsurance plans of Reinsurance, no additional Premiums or other amounts payable under such Covered Insurance Policies shall adjustments shall, unless otherwise specified in the relevant Exhibit, be payable to Reinsurer hereunder and nor, taken into account for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer appropriate share of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIIIdividends, policy values and it shall be no defense to any such claim that Ceding Company might have had other recoursereserves applicable.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon the occurrence of a Recapture Triggering Event, the The Ceding Company shall have may in accordance with the right (but not the obligation) to recapture all, and not less than all, provisions of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company mayXI recapture, in its sole discretion, require direct payment 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 a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Statutory 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 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 sum other representation, 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 default 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 Transaction Agreements in lieu of exercising the remedies in Article VIIItime period specified therein, and it shall be no defense the Reinsurer fails to cure any such claim that Ceding Company might have had other recoursefunding 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. 9.01 Business reinsured under this Agreement will not be eligible for recapture, unless (a) Upon the occurrence 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 Recapture Triggering EventStandard & 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 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, the business reinsured under this Agreement. If Standard & Poor's ceases to provide insurance claims paying rating services after the effective date of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Companythis Agreement, 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 recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsoperate. (b) Following a 9.03 In the event business reinsured under this Agreement becomes eligible for recapture pursuant to this under Section 8.39.01 above, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies resolved as provided in Article VIII14, and it shall be no defense to any such claim that Ceding Company might have had other recourse.Arbitration. Treaty No. 3188-10 Effective 08/01/2002

Recapture. (a) Upon Following the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance PoliciesReinsured Risks ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. such a recapture (a “Recapture of the Covered Insurance Policies Notice”). (b) Any recapture pursuant to Section 12.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the tenth (10th) day following last Business Day of the day on calendar month during which the Ceding Company has provided delivers a Recapture Notice to the Reinsurer with (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 12.3(a) shall be effective as of such notice earlier date and time) or (the "Recapture Date"). Upon a recapture by ii) on such later date and time as set forth in the Ceding Company, ’s Recapture Notice (the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations“Recapture Date”). (bc) Following a recapture pursuant to this Section 8.312.3(a), subject to the satisfaction of payment obligations described in Section 8.412.4, (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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, Reinsured Risks other than any payment the obligations due hereunder prior to under the Recapture Date but still unpaid on such date. Following the consummation of the recapture or termination, provisions that expressly survive termination as provided in Section 12.2 and (ii) no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder and nor, for with respect to the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesReinsured Risks. (cd) Notwithstanding the remedies contemplated by this Article VIII or the Transaction AgreementsXII, 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 Transaction Agreements Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIIIXII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence and continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture within one hundred eighty (180) days of the occurrence of such Triggering Event if such Triggering Event is continuing as of the date the Ceding Company provides notice of recapture. Recapture of the Covered Insurance 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 Date"”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities the Reinsured Risks and obligations arising under the terms of the Covered Insurance Policies including will not be liable for any Extra 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 a recapture or termination pursuant to this Section 8.3, subject to the satisfaction of payment obligations described in Section 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Reinsured Policies, other than (i) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations as provided in Section 8.3(a) above and (iii) the obligations under the provisions 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 and norhereunder, for nor shall the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesother 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. (cd) Notwithstanding the remedies contemplated by this Article VIII VIII, the Master Transaction Agreement or the Transaction 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 Agreements Agreement or any other Ancillary Agreement in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the The Ceding Company shall have may in accordance with the right (but not the obligation) to recapture all, and not less than all, provisions of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company mayXI recapture, in its sole discretion, require direct payment 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 the assets of the Reinsurer and/or cancels or significantly restricts the conditions of the Reinsurer’s license; (c) If either the Bermuda Monetary Authority, 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 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 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 sum other representation, 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 default 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 Transaction Agreements in lieu of exercising the remedies in Article VIIItime period specified therein, and it shall be no defense the Reinsurer fails to cure any such claim that Ceding Company might have had other recoursefunding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer.

Recapture. 1. If the CEDING COMPANY increases its regular retention limits, it has the option of reducing reinsurance under this Agreement, provided it: a. applies the increase in retention in a consistent manner to all categories of its regular retention limits; b. notifies the REINSURER in writing of its intention to start the recapture process within ninety (a90) Upon days after the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, effective date of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect increase in retention; and c. reduces all reinsurance eligible for recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 Covered Insurance Policies, including any claims supplementary benefits. 2. If the CEDING COMPANY decides to recapture, then it can recapture those risks where: a. the CEDING COMPANY has kept its maximum retention limit on that life for the plan, age and mortality rating at the time the policy was issued as shown in Exhibit C; and b. the reinsurance on that risk has been in force with the REINSURER for at least the number of years stated in Exhibit D. 3. The CEDING COMPANY will effect the recapture as follows: a. The CEDING COMPANY will reduce the reinsurance on the policy’s next anniversary following the period stated in Exhibit D. b. The REINSURER’s share of the Reinsurer reduction will be in proportion to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior its share of the total reinsurance on the person. c. The CEDING COMPANY will reduce the reinsurance by an amount equal to the Recapture Date difference between the CEDING COMPANY’s new retention per life and the retention in existence at the time the policy was issued or last recaptured. d. If there is an active claim for waiver of premium disability on that person, the life reinsurance will be recaptured, but still unpaid the claim will remain with the REINSURER until it terminates, at which time the disability insurance will also be recaptured. 4. If the CEDING COMPANY overlooks the recapture of any reinsurance and the REINSURER subsequently accepts reinsurance premiums on such date. Following reinsurance, the consummation of the recapture or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall REINSURER will only be payable to Reinsurer hereunder and nor, liable for the avoidance refund of doubtunearned premiums, shall Reinsurer have less any further right to receive any Recoverablesallowances and premiums taxes if applicable, without interest. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon If Reinsurer fails to take one of the occurrence actions specified in clauses (i), (ii) and (iii) of a Recapture Triggering EventSection 5.20(a) of the Acquisition Agreement under the circumstances described therein on or prior to the Trigger Date, 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 Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture first day of the Covered Insurance Policies month following the Trigger Date (the “Recapture Date”). In the event that the Coinsured Contracts that have not expired are recaptured pursuant to this Article III, a net accounting and settlement with respect to the General Account Liabilities relating to Coinsured Contracts that have not expired shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture undertaken by the Ceding Company, parties hereto pursuant to the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsprovisions set forth below in this Section 3.02. (b) Following On the Recapture Date, Reinsurer will deliver to Cedent a recapture pursuant to this Section 8.3statement of the General Account Other Insurance Assets, subject General Account Liabilities, the amount of the participating surplus with respect to the payment obligations described in Section 8.4, both the Ceding Company Coinsured Contracts and the Reinsurer will be fully and finally released from all rights and obligations amount of any contract loans under this Agreement in respect the Coinsured Contracts that have not expired, each as of the Covered Insurance Policies, including any claims end of the Reinsurer to Modified Coinsurance Assets held second month preceding the month in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to which the Recapture Date but still unpaid on such date. Following falls (the consummation “Preliminary Recapture Statement”), together with a certification of the recapture or terminationchief financial officer of Reinsurer that (i) the Preliminary Recapture Statement was prepared in accordance with Connecticut SAP, no additional Premiums or other amounts payable 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 such Covered Insurance Policies shall be payable to Reinsurer hereunder the related Coinsured Contracts, and nor, for (D) met the avoidance requirements of doubt, shall Reinsurer have any further right to receive any RecoverablesConnecticut SAP. (c) Notwithstanding On the remedies contemplated 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 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 Article VIII Section 3.02(c) shall be valued at their market value as of the Recapture Date. As specified in Section 6.02 hereof, Cedent shall, from and after the Recapture 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 invested assets, cash and Cash Equivalents and such General Account Other Insurance Assets, free of all liens or other encumbrances. (d) Reinsurer shall, on or before the Transaction Agreementsdate 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 in default contract loans under the Transaction Agreements 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 lieu concise form and shall be referred to a nationally-known firm of exercising independent actuaries selected by Cedent and approved by the remedies Reinsurer, which approval shall not unreasonably be withheld (the “Third Party Actuary”). The Third Party Actuary shall determine within 14 days the manner in Article VIIIwhich 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 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 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 retaining the 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 effect 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 Ceding Company might have had other recoursetime after the Recapture 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) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least twenty (20) years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or under the Transaction Agreements, provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the PLA Reinsurance Agreement or the UA Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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, for the avoidance Reinsurer shall pay to the Ceding Company cash in the amount of doubtsuch 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 have any further right after the full satisfaction of the Terminal Settlement pursuant to receive any Recoverablesthe Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. (a) Upon The Company may apply its increased maximum retention limits to reduce the occurrence amount of a Recapture Triggering Event, the Ceding in force Reinsured Policies provided: 8.2.1 The Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing gives the Reinsurer with irrevocable written notice of its intent intention to effect recapture. Recapture recapture within 90 days of the Covered Insurance Policies shall be effective date of the maximum retention limit increase; and 8.2.2 Such recaptures are made on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture next anniversary of each Reinsured Policy affected unless mutually agreed otherwise by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 8.4, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following the consummation of the recapture criteria outlined in this Article, only if the successor company has or termination, no additional Premiums or other amounts payable under such Covered Insurance Policies shall be payable to Reinsurer hereunder and nor, for adopts a higher retention limit than the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesCompany. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the The Ceding Company shall have the right (but not the obligation) may recapture a proportionate share of up to recapture all, and not less than all, 100% of the Covered Insurance Policies, Net Ceded Liabilities by providing the Reinsurer with sixty (60) days prior written notice, such notice to specify the effective date of its intent the recapture (the “Recapture Date”). Any such recapture shall apply to effect all Policies reinsured under this Agreement. 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. Recapture Within forty-five (45) days of the Covered Insurance Policies Recapture 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 effective on transferred by the tenth (10th) day following the day on which Reinsurer to the Ceding Company has provided 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 with shall also pay to the Ceding Company interest on such notice amount at the rate of four percent (4%) per annum, simple rate, beginning on the "Recapture Date and ending on the Recapture Settlement Date"). Upon a The Recapture Assets and Liabilities shall include all account balances (both assets and liabilities) related to the recapture Policies and ceded by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described Reinsurer (other than (i) those that are reflected in Section 8.4Statutory Reserves and (ii) the liability for interest maintenance reserve related to the recapture Policies). Recapture Assets and Liabilities shall include, both but are not limited to, uncollected premiums, deferred premiums, policyholder dividends and premiums received in advance, in each case to the Ceding Company extent attributable to the recapture Policies. The Recapture Assets and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement Liabilities shall also include amounts in respect of the Covered Insurance Policies, including any claims recapture Policies that are paid to or received by the Reinsurer on behalf of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to Ceding Company after the Recapture Date but still unpaid on such date. Following prior to 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 have any further right to receive any RecoverablesSettlement Date. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence and continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies Reinsured Contracts shall be effective on the tenth (10th) last day following of the month preceding the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, or such later day as set forth in the Ceding Company will recapture all liabilities and obligations arising under notice (the terms of the Covered Insurance Policies including any Extra Contractual Obligations“Recapture Date”). (b) Following a recapture pursuant to this Section 8.39.4, subject to the satisfaction of payment obligations described in Section 8.49.5, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such datedate and the obligations under the provisions 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 and norhereunder, for nor shall the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesPremiums 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. (c) Notwithstanding the remedies contemplated by this Article VIII Section 9.4 or the Transaction AgreementsTrust 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 Transaction Agreements Trust Agreement in lieu of exercising the remedies in Article VIIIthis Section 9.4, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering 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 Covered Insurance Policiesoutstanding reinsurance ceded under this Agreement as of the effective date of the recapture, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities Liabilities and obligations arising under the express terms of the Covered Insurance Policies including and will not be liable for any Reinsurer Extra Contractual Obligations. For the avoidance of doubt, the Ceding Company shall 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. (b) Following a recapture pursuant to this Section 8.37.3, subject to the payment obligations described in Section 8.47.4, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than with respect to any payment obligations Reinsurer Extra Contractual Obligations which will remain due hereunder prior to the Recapture Date but still unpaid on such 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 hereunder and nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII VII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the this Agreement or any Transaction Agreements Agreement in lieu of exercising the remedies in this Article VIIIVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence and during the continuation of a Recapture Triggering 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 Covered Insurance Policies, Reinsured Contracts by providing the Reinsurer with written notice of its intent to effect a termination and recapture. Recapture . (b) Upon the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and cause the Ceding Company to recapture all, and not less than all, of the Covered Insurance Policies Reinsured Contracts by providing the Ceding Company written notice of its 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 such written notice of its intent to effect a termination (the "later of such dates, the “Recapture Date"”). Upon a recapture by ; provided, that if the Reinsurer or the Ceding Company, as applicable, cures such Recapture Event prior to the Ceding Company will recapture all liabilities Recapture Date, then this Agreement shall not terminate and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. shall continue in force. (bd) Following a termination and recapture pursuant to this Section 8.39.3, subject including payment of any Terminal Settlement Amount pursuant to the payment obligations described in Section 8.49.4, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date and any breaches of this Agreement prior to such 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 have any further right to receive any Recoverables. (ce) Notwithstanding Following a termination and recapture pursuant to this Section 9.3, the remedies contemplated by 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 shall continue to promptly pay to the Reinsurer any Reinsurer Receivables it receives that were due to the Reinsurer prior to the Recapture Date. The Ceding Company shall have no right to recapture the Reinsured Contracts outside of a termination effected pursuant to this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourseIX.

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) Upon consecutive months during the occurrence of Lease Term for any reason other than a Recapture Triggering EventTemporary Closure (as defined below), the Ceding Company Tenant shall not be in default hereunder, but Landlord shall have the right option (but not the obligation“Recapture Option”) to recapture all, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with terminate this Lease upon thirty (30) days’ prior written notice of its intent to effect recaptureTenant (the “Recapture Notice”). Recapture of the Covered Insurance Policies Any such termination by Landlord shall be effective on as of the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice 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). Upon a recapture For the purposes hereof, 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 Ceding Companyacts or omissions of Landlord or its employees, the Ceding Company will recapture agents or contractors. For purposes of clarity, Tenant shall remain obligated to perform all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and its obligations under this Agreement 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 respect accordance with the requirements of this Lease, (ii) Tenant’s obligation to pay rent shall cease on the Recapture Date, and (iii) neither party shall have any further obligations as of the Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, Recapture Date other than any payment obligations due hereunder those that accrued prior to the Recapture Date but still unpaid on such date. Following Date, 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesthis Lease. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least ten (10) years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon 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 either of the following events: (1) a Recapture Triggering "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 coverage 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 Ceding Company shall have portion that may be recaptured from ANNUITY & LIFE RE would be determined as ANNUITY & LIFE RE's prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to ANNUITY & LIFE RE under this Agreement as stated above, and not less than allit will do so by giving written notice to ANNUITY & LIFE RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ's notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon ANNUITY & LIFE RE's receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to ANNUITY & LIFE RE will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. ANNUITY & LIFE RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon 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 either of the following events: (1) a Recapture Triggering “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 coverage 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 Ceding Company shall have portion that may be recaptured from SWISS RE would be determined as SWISS RE’s prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to SWISS RE under this Agreement as stated above, and not less than allit will do so by giving written notice to SWISS RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ’s notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon SWISS RE’s receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to SWISS RE will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. SWISS RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon 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 either of the following events: (1) a Recapture Triggering "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 coverage 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 Ceding Company shall have portion that may be recaptured from SWISS RE would be determined as SWISS RE's prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to SWISS RE under this Agreement as stated above, and not less than allit will do so by giving written notice to SWISS RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ's notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon SWISS RE's receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to SWISS RE will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. SWISS RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon During the occurrence continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies 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 Date"”). Upon a recapture by the Ceding Company, the Ceding Company will not recapture all liabilities and obligations arising or otherwise be liable for any Reinsurer Extra-Contractual Obligations, whether resulting from the Reinsurer’s actions as Administrator under the terms of Administrative Services Agreement or otherwise, incurred before the Covered Insurance Policies including any Extra Contractual ObligationsRecapture Date. (b) Following a recapture pursuant to this Section 8.38.3(a), subject to the satisfaction of payment obligations described in Section 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance PoliciesReinsured Contracts, other than any payment obligations due hereunder (i) the Reinsurer’s Extra Contractual Obligations under the provisions that expressly survive termination as provided in Section 8.2 and (ii) the continued settlement of the Reinsured Liabilities incurred prior to the Recapture Date but still unpaid on such dateDate. 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 and hereunder, nor, for the avoidance of doubt, doubt shall the Reinsurer have any further right to receive any RecoverablesRecoveries, (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. (c) Notwithstanding the remedies contemplated by this Article 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 the this Agreement or any other Transaction Agreements Agreement in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company such Party might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A − Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationseffective date of an increase of its intent to recapture. (b) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [*]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company maymust 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 its sole discretionforce may be the result of an increase in the Ceding Company's Per Life Retention, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon 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 either of the following events: (1) a Recapture Triggering "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 coverage 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 Ceding Company shall have portion that may be recaptured from AUSA would be determined as AUSA's prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to AUSA under this Agreement as stated above, and not less than allit will do so by giving written notice to AUSA. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ's notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon AUSA's receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to AUSA will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. AUSA shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. 11.1 RECAPTURE ELIGIBILITY REQUIREMENTS Whenever the Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (aA.1) Upon the occurrence 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 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 Eventpolicy reinsured under this Agreement have been reinsured with 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, the recapture terms of the reinsurance agreement covering the New Policy will apply, and not less than allthe duration for the purpose of recapture will be measured from the issue dateof 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 Policieswaiver claim until it terminates. The Reinsurer will not be liable for any other benefits, by providing including the basic life risk, that are eligible for recapture. All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Reinsurer with written notice will not be liable for any benefits on reinsured policies or portions of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which such reinsured policies eligible for recapture that the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsoverlooked. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat [duration]. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 such claim that Ceding Company might of the reinsurers who have or had other recoursea 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.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the The Ceding Company shall have may in accordance with the right (but not the obligation) to recapture all, and not less than all, provisions of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company mayXI recapture, in its sole discretion, require direct payment 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 the assets of the Reinsurer and/or cancels or significantly restricts the conditions of the Reinsurer’s license; (c) If either the Bermuda Monetary Authority, 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 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 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 sum other representation, 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 default 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 Transaction Agreements in lieu of exercising the remedies in Article VIIItime period specified therein, and it shall be no defense the Reinsurer fails to cure any such claim that Ceding Company might have had other recoursefunding deficiency within twenty (20) Business Days of receipt of written notice of such funding deficiency by the Reinsurer.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or under the Transaction Agreements, provisions of another treaty must be recaptured up to the Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon The Company may apply its increased maximum retention limits to reduce the occurrence amount of in force Reinsured Policies provided: 8.2.1 The Company gives the Reinsurer irrevocable written notice of its intention to recapture within 90 days of the effective date 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 Recapture Triggering Eventconversion or re-entry, the Ceding recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy; and 8.2.3 The Company shall 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 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 in 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 right Company's risk retention program. If all Reinsured Policies are recaptured, the Company must also recapture the Fixed Account Guarantee under the 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 (but 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 other benefits, including the obligation) 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 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 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, and but not less than all, reinsurance of the Covered Insurance Policies, by providing Fixed Account Guarantee provided: 8.2.6 The Company gives 30 day prior irrevocable written notice to the Reinsurer with written notice of its intent to effect recapture. Recapture ; 8.2.7 Such recapture is made effective in the next Accounting Period unless mutually agreed otherwise by the Company; and 8.2.8 The Reinsurer will pay the Company an amount equal to the market value of the Covered Insurance Policies shall be effective Fixed Account Guarantee on the tenth (10th) day following effective date of the day on which recapture Recapture as provided herein is optional with the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, but if all Reinsured Policies are recaptured, the Ceding Company will must also recapture all liabilities and obligations arising the Fixed Account Guarantee under the terms provisions of this Article. The Reinsurer will not be liable, after the effective date of recapture, for reinsurance of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to Fixed Account Guarantee. If the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations 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 respect of the Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablescriteria outlined in this Article. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the Amended and Restated PLA Reinsurance Agreement or the Amended and Restated PRL Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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, for in the avoidance event there is a balance due and payable by the Reinsurer, 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 doubtthe Terminal Settlement in cash to the Ceding Company within 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 have 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 further right remaining amounts or amount held in trust pursuant to receive any RecoverablesArticle VIII shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. Whenever the Ceding Company increases its Maximum Retention Per Life as set forth in Exhibit A (aA.1) Upon the occurrence 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 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 Eventpolicy reinsured under this Agreement have been reinsured with 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, conversion or re-entry, the recapture terms of the reinsurance agreement covering the Original Policy will apply, and not less than all, the duration for the purpose of recapture will be measured from the effective date of the Covered Insurance Policiesreinsurance on the Original Policy. If there is a reinsured waiver of premium claim in effect when recapture takes place, by providing the Reinsurer with written notice will continue to pay its share of its intent to effect the waiver claim until it terminates. The Reinsurer will not be liable for any other benefits, including the basic life risk, that are eligible for recapture. Recapture All such eligible benefits will be recaptured as if there were no waiver claim in effect. After the effective date of recapture, the Covered Insurance Policies shall Reinsurer will not be effective liable for any benefits on the tenth (10th) day following the day on which reinsured policies or portions of such reinsured policies eligible for recapture that the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsoverlooked. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the Amended and Restated PLA Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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. To the extent such undisputed amount is not paid by the Reinsurer pursuant to the immediately preceding sentence, for the avoidance Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of doubtthe 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 have any further right after the full satisfaction of the Terminal Settlement pursuant to receive any Recoverablesthe Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, The Reinsurer's Portion of the Covered Insurance Policies, by providing Policies is eligible for recapture commencing after the twelfth (12th) consecutive month of this Agreement provided the Company gives the Reinsurer with written ninety (90) days advance notice as set forth below of its intent to effect recapture. Recapture recapture such policies, and further provided that: (a) such recapture comprises all of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding CompanyPolicies, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following such notice designates the effective date of the intended recapture (which date shall be the end of a month that ends after the expiration of the aforesaid ninety (90) day period), (c) the Company pays the Reinsurer a recapture pursuant fee to this Section 8.3, 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 8.4, 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 Covered Insurance Policiesvalue determined by said actuarial valuation, including any claims plus (iii) all amounts due to the Reinsurer from the Company as a result of the Monthly Cash Settlements as set forth in Section 5.3 below through the effective date of recapture. In the event of recapture as aforesaid, the Company shall assume and 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 shall transfer to Modified Coinsurance Assets held the Company within thirty (30) days following the 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 investment grade bonds valued so as to have a yield to maturity equal to seven percent (7%), or the mortgage loans heretofore transferred to the Reinsurer by the Company in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following Assumption Reinsurance Agreement (valued at the consummation aggregate amount of the recapture loan balances of said loans at the effective date 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 have any further right to receive any Recoverablesa combination thereof. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. At any time during the term of the Agreement, PRUCO may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of either of the following events: (a1) Upon a "Risk Trigger Event" as defined in Schedule A of this Agreement for policies issued prior to January 1, 2004; or (2) a Plan Change as described in Section 19 d. above. PRUCO may not recapture policies issued on or after January 1, 2004, following the occurrence of a Recapture Triggering "Risk Trigger Event." In addition, after the twentieth policy anniversary, PRUCO 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 PRUCO 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 Automatic Acceptance 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. Furthermore, the Ceding Company shall have portion that may be recaptured from SWISS RE would be determined as SWISS RE's prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO elects to recapture allthe risks ceded to SWISS RE under this Agreement as stated above, and not less than allit will do so by giving written notice to SWISS RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO's notice. If PRUCO does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon SWISS RE's receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to SWISS RE will pay PRUCO the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. SWISS RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon Whenever the occurrence of a Recapture Triggering EventCompany increases its Retention Limit , the Ceding Company shall have the right (but not the obligation) as set forth in Exhibit D, it may elect to recapture allall in force reinsurance affected by the increase, and not less than all, of the Covered Insurance Policies, by providing provided a ninety (90) day written notice is given to the Reinsurer with written notice prior to the effective date of commencement of its intent to effect recapturerecapture election. Recapture of the Covered Insurance Policies in force reinsurance shall be subject to the following conditions: a) 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 expiration of the ninety (90) day notice period to 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 Company and the Reinsurer. b) The Company must have maintained the maximum dollar retention on the tenth (10thlife for the plan, insured's age, sex and mortality classification as set forth in Exhibit D. c) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a Reinsurance for all Reinsured Policies eligible for recapture shall be reduced by the Ceding Companyamount necessary to increase the total amount retained on the life up to the new Retention Limit. The amount of reinsurance eligible for recapture will be 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. d) If the Reinsured Policy is eligible for recapture from other reinsurers, the Ceding 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 Reinsured Policy with the earliest issue date and continuing in chronological order according to the remaining Reinsured Policies' issue dates. f) The Company will shall not rescind or revoke its decision to recapture all liabilities and obligations arising under once elected for any Reinsured Policies becoming eligible on future Policy anniversaries. g) For a Reinsured Policy issued as a result of a continuation, such as conversion, re­entry or exchange, the recapture terms of the Covered Insurance Policies including any Extra Contractual Obligationsagreement covering the original Policy shall apply and the recapture period shall be measured from the issue date of the original Policy. (bh) Following 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. 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 have the option to recapture reinsurance in accordance with this Article, provided that the successor company has or adopts a higher Retention Limit than previously used by the Company. k) Effective as of the recapture pursuant to this Section 8.3date, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will not be liable for any 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 date, including payment of the termination settlement amount. l) Upon payment of the termination settlement amount, each party will be deemed to be fully and finally released from all rights and obligations under this Agreement in with respect of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecaptured business. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. After the first five (5) Lease Years, if (a) Upon Tenant subleases three (3) or more full floors under one or more subleases, and (b) the occurrence proposed sublease would be for a term equal to all or substantially all of a Recapture Triggering Eventthe remaining Lease Term, 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 Covered Insurance Policies, Proposed Sublet Space by providing the Reinsurer with sending Tenant written notice of its intent such termination (the “Recapture Notice”) within twenty (20) days after Landlord’s receipt of a full and complete Tenant’s Request Notice. This recapture right shall not apply to effect recaptureany assignment or sublease with a Permitted Transferee. If Landlord delivers a Recapture Notice, Tenant may avoid such recapture by withdrawing Tenant’s Request Notice by written notice to Landlord within ten (10) days after receipt of the Covered Insurance Policies Recapture Notice. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then (a) Tenant shall be effective tender the Proposed Sublet Space to Landlord on the tenth (10th) day following Proposed Sublease Commencement Date and such space shall thereafter be deleted from the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding CompanyPremises, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant as to this Section 8.3, subject to the payment obligations described in Section 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 that portion of the Covered Insurance Policies, including any claims Premises which is not part of the Reinsurer 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 Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to permit the Recapture Date but still unpaid on such date. Following the consummation operation of the recapture or terminationProposed 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, no additional Premiums or other amounts payable under such Covered Insurance Policies then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date. If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the termination shall be payable to Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated specified by this Article VIII or the Transaction Agreements, the Ceding Company may, Landlord in its sole discretion, require direct payment by the Reinsurer notice of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recoursetermination.

Recapture. If at any time during the Term Tenant desires to effect a Transfer (awith respect to all or any portion of the Premises), before Tenant may actively market the Premises (or any portion thereof) Upon for such Transfer, Tenant shall notify Landlord of Tenant's desire to effect such Transfer (the occurrence "Proposed Transfer Notice"). The Proposed Transfer Notice shall contain a description of the portion of the Premises that Tenant desires to Transfer (such portion being hereinafter referred to as the "Transfer Premises") and shall contain a Recapture Triggering Event, detailed break-down of all costs incurred to date (including the Ceding Company 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 including the 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 Tenant 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 expense of Landlord), on the date which is ninety (90) days after the date of Landlord's notice of termination. If Landlord does not less than allexercise such right to terminate with respect to such Transfer Premises, then Landlord shall have no right to terminate the Lease with respect to the 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 Transfer Premises as provided herein or (ii) the expiration of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth above-referenced thirty (10th30) day following the period if during such thirty (30) day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant period Landlord fails to this Section 8.3, subject respond to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on Proposed Transfer Notice. During such 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 have any further right to receive any Recoverables. six (c6) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company month period Tenant may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 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 reinsured policies or portions of such claim reinsured policies eligible for recapture 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) Upon the occurrence of a Recapture Triggering EventIf Tenant seeks to assign its interest in this Lease Landlord may, the Ceding Company shall have the right (but not the obligation) to recapture allat its option, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with upon written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture DateASSIGNMENT RECAPTURE NOTICE"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms to Tenant within thirty (30) days after Landlord's receipt of the Covered Insurance Policies including 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 Assignment Recapture Notice to Tenant, deliver to Landlord written notice withdrawing its notification delivered pursuant to Article 0. If Tenant seeks to sublet all or any Extra Contractual Obligations. portion of the Leased Premises, Landlord may, at Landlord's option, upon notice to Tenant (the "SUBLEASE RECAPTURE NOTICE") within thirty (30) days after Landlord's receipt of Tenant's notification delivered pursuant to Article 0, elect to recapture such portion of the Leased Premises as Tenant seeks to sublet, and within sixty (60) days after notice of such election has been given to Tenant, this Lease shall terminate as to the portion of the Leased Premises recaptured, unless within fifteen (15) days after delivery to Tenant of the Sublease Recapture Notice, Tenant delivers to Landlord written notice withdrawing its notification delivered pursuant to Article 0. If all or a portion of the Leased Premises is recaptured by Landlord pursuant to this Article 0, Tenant shall promptly execute and deliver to Landlord a termination agreement setting forth the termination date with respect to the 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 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) Following a recapture pursuant Tenant pays all amounts then owed to this Section 8.3, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations Landlord under this Agreement in respect of the Covered Insurance PoliciesLease, 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding there is not in existence an Event of Default as of the remedies contemplated by this Article VIII effective date of the assignment or sublease, (d) there have been no material changes with respect to the Transaction Agreements, financial condition of the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.proposed subtenant or assignee or

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture DateRECAPTURE DATE"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Upon the occurrence of a Reinsurer 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 effect a termination of this Agreement. The termination of this Agreement shall be effective on the tenth day following the day on which the Reinsurer has provided the Ceding Company with such notice (the "REINSURER TERMINATION DATE"). (c) Following a recapture pursuant to this Section 8.3SECTION 8.3(a) or a termination pursuant to SECTION 8.3(b), subject to the payment obligations described in Section SECTION 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 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 prior to the Recapture Date but still unpaid on such 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 and norhereunder, for (ii) the avoidance of doubt, Reinsurer shall Reinsurer have any no further right to receive any RecoverablesRecoveries, (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. (cd) Notwithstanding the remedies contemplated by this Article ARTICLE 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 the this Agreement or any other Transaction Agreements Agreement in lieu of exercising the remedies in Article ARTICLE VIII, and it shall be no defense to any such claim that the Ceding Company or the Reinsurer might have had other recourse.

Recapture. Tenant's aforesaid written notice will (ai) Upon 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 part or all of the occurrence Premises for the balance or any part of the Term, and (ii) state the terms on which Tenant intends to make such assignment or sublease. In such event, Landlord will have the right, to be exercised at Landlord's sole option by giving written notice to Tenant within thirty (30) days after receipt of Tenant's notice, to recapture the space described in Tenant's notice. Any such recapture notice will, if given, cancel and terminate this Lease with respect to the 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 entire Premises or only a portion thereof, to such extent the Term will end upon the appropriate effective date of the proposed sublease or assignment as if that date had been originally fixed in this Lease for such expiration. In the event of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not termination affecting less than allthe entire Premises, Tenant will comply with Article 13 hereof with respect to such portion of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual ObligationsPremises affected thereby. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the Amended and Restated PRL Reinsurance Agreement or the Amended and Restated UA Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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. To the extent such undisputed amount is not paid by the Reinsurer pursuant to the immediately preceding sentence, for the avoidance Ceding Company shall be entitled to withdraw assets in the Trust Account based on their Fair Market Value to satisfy such undisputed amount of doubtthe 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 have any further right after the full satisfaction of the Terminal Settlement pursuant to receive any Recoverablesthe Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. (a) Upon the occurrence and during the continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, all (and not less than all, ) of the Covered Insurance Policiesoutstanding reinsurance ceded under this Agreement as of the effective date of the recapture, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective take place on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "“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”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any 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 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 shall be 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). 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 shall 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 a recapture or termination pursuant to this Section 8.38.03, subject to the payment obligations described in Section 8.4Article IX, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in other than with respect to any Reinsurer Extra Contractual Obligations which will remain the obligation of the Covered Insurance PoliciesReinsurer, including any claims subject to indemnification by the Reinsurer for the benefit of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such dateCeding 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 and hereunder, nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any RecoverablesRecoverables 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). (cd) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the this Agreement or any Transaction Agreements Agreement in lieu of exercising the remedies in this Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon In the event that the Ceding Companies elect to recapture following the occurrence of a Trigger, the following provisions shall apply. 1. Any notice of recapture shall state the effective date and time of the recapture (the “Recapture Triggering EventEffective Time”). 2. Following any notice of recapture pursuant to paragraph C above, the Ceding Company Companies shall deliver or cause to be delivered to the Reinsurer within thirty (30) Business Days after delivery of the recapture notice a Terminal Accounting and Settlement Report. Within thirty (30) Business Days after the finalization of such Terminal Accounting and Settlement Report pursuant to this Article, the Recapture Amount specified in the Terminal Accounting and Settlement Report shall be payable to the Ceding 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 and all known and unknown present and future obligations or liability of any nature to the Ceding Companies or the Reinsurer, respectively, under this Contract. 3. After receipt by the Reinsurer from the Ceding Companies of the Terminal Accounting and Settlement Report provided for in paragraph D above, and 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 (but not 30) Business Days after receipt of such reports. Any changes in such reports that are agreed to by the obligationParties within such thirty (30) to recapture all, and not less than all, of Business Day review period shall be incorporated into the Covered Insurance Policies, by providing final reports. In the event the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies does not dispute such reports within such thirty (30) Business Day review period, such reports shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsdeemed final. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. Except for transfers to a Permitted Transferee (a) Upon the occurrence of a Recapture Triggering Eventas defined in Section 10.6), the Ceding Company Landlord shall have the additional right to terminate this Lease if the Tenant seeks to assign this Lease or, in the case of a sublease, to sublet the entire Premises. The Landlord may exercise such right to terminate or suspend by giving written notice to Tenant at any time on or before the date by which the Landlord notifies Tenant whether it consents to a proposed assignment or sublease. If Landlord exercises such right to terminate or suspend, such termination or suspension shall become effective on the date set forth in the Landlord’s written notice, which shall in no event be sooner than fifteen (15) days prior to, or later than fifteen (15) days following, the effective date of the proposed assignment or sublease as set forth in the Tenant’s request for Landlord’s consent; provided that if the Tenant has failed to request such consent, then the effective date of any termination or suspension by Landlord pursuant to this Article 10.2 shall be on any date specified by Landlord which is reasonably determined to be the date which would have been necessary to get the space ready for possession by the Tenant’s proposed subtenant or assignee. Upon any termination of this Lease pursuant to this Article 10.2, Tenant shall have no further obligation under this Lease with respect to the Premises for the period following the termination; provided that the Tenant shall remain liable to Landlord for obligations which arose prior to the termination. Upon any suspension of this Lease pursuant to this Article 10.2, whether with respect to all or any portion of the Premises, Tenant shall have no obligations to Landlord with respect to all or such portion of the Premises, as the case may be, for the period of such suspension but not shall remain liable for all obligations which arose prior to the obligation) to recapture alleffective date of the suspension, and not less than all, shall again become liable for all obligations arising after the expiration of the Covered Insurance Policiessuspension. Notwithstanding the foregoing, if Landlord shall exercise its right to terminate or suspend this Lease by giving written notice pursuant to this Article 10.2, the Tenant may rescind its request for an assignment, or subletting, by providing the Reinsurer with giving Landlord written notice of its intent to effect recapture. Recapture such decision within fifteen (15) days of Landlord’s written notice of termination or suspension, and upon such rescission the Covered Insurance Policies termination or suspension of this Lease by Landlord shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities null and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligationsvoid. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon 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 either of the following events: (1) a Recapture Triggering “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 coverage 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 Ceding Company shall have portion that may be recaptured from AUSA would be determined as AUSA’s prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to AUSA under this Agreement as stated above, and not less than allit will do so by giving written notice to AUSA. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ’s notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon AUSA’s receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to AUSA will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. AUSA shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. The Ceding Company may recapture a proportionate share of up to 100% of the Net Ceded Liabilities. The parties shall agree on the effective date of the recapture (athe “Recapture 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) Upon days of the occurrence Recapture Date (the “Recapture Settlement Date”), assets consisting of a Recapture Triggering Eventpolicy 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 shall have with the right (but not the obligation) to recapture all, and not less than all, amount as of the Covered Insurance PoliciesRecapture Date equal to (i) General Account Statutory Reserves plus (ii) the positive or negative Interest Maintenance Reserve Adjustment. In addition, by providing the Reinsurer with written notice of its intent to effect recapture. “Recapture of the Covered Insurance Policies Assets and Liabilities” shall be effective on the tenth (10th) day following the day on which transferred. The Reinsurer shall also pay to the Ceding Company has provided interest on such amount at the Reinsurer with such notice rate of four percent (4%) per annum, simple rate, beginning on the "Recapture Date and ending on the Recapture Settlement Date"). Upon a The Recapture Assets and Liabilities shall include all account balances (both assets and liabilities) related to the 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 recapture all liabilities and obligations arising under after the terms of Recapture Date but prior to the Covered Insurance Policies including any Extra Contractual Obligations. (b) Settlement Date. Following a recapture pursuant to this Section 8.3recapture, subject to the satisfaction of payment obligations described in Section 8.4above, 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 Covered Insurance recapture 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon If Tenant assigns this Lease or subleases more than 50% of the occurrence of a Recapture Triggering EventPremises, the Ceding Company then 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 thirty (but not 30) days after the obligation) date on which Tenant has furnished to recapture allLandlord all of the items required under Section 13.B. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and not less than allTenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the later of (i) the effective date of the Covered Insurance Policiesproposed Transfer, by providing or (ii) sixty (60) days after the Reinsurer with written date of Landlord's notice of its intent termination. If Landlord exercises such right to effect recaptureterminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. Recapture If Landlord consents to any Transfer, Tenant shall pay to Landlord 50% of all rent and other consideration received by Tenant in excess of the Covered Insurance Policies shall be effective on Rent paid by Tenant hereunder for the tenth portion of the Premises so transferred, after Tenant has recovered all reasonable expenses incurred by Tenant for the Transfer (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture DateTransfer Costs"). Upon Transfer Costs shall include (i) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to a recapture transferee in connection with such Transfer; (ii) any brokerage commissions incurred by Tenant in connection with the Ceding Company, Transfer; (iii) reasonable attorneys' and other professional fees incurred by Tenant in connection with the Ceding Company will recapture all liabilities Transfer; (iv) any lease takeover incurred by Tenant in connection with the Transfer; and obligations arising under (v) out-of-pocket costs of advertising the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, space subject to the payment obligations described in Section 8.4Transfer. Such rent shall be paid as and when received by Tenant. In addition, both the Ceding Company Tenant shall pay to Landlord any reasonable attorneys' or other fees and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held expenses incurred by Landlord in connection with recaptured Covered Insurance Policiesany proposed Transfer, other whether or not Landlord consents to such Transfer, but in no event more than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables$1,000.00 per requested Transfer. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. Because the FTA holds an interest in the property of the Station, when SEPTA contractually conveys to a third party rights to any or all of the Station property (a) Upon such as through a lease, license, easement, etc.), SEPTA reserves the occurrence right to recapture all or part of a the conveyed property (“Recapture”), subject to the Recapture Triggering Eventrequirements established by the FTA. Accordingly, the Ceding Company SEPTA and Lessee acknowledge that, notwithstanding any other provision herein, SEPTA shall have the right to Recapture the Premises, or any part thereof, when it is for transportation purposes or to comply with the requirements of the 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 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 obligationcondition 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 Lessee, will be 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 recapture allLessee 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 not less than all, calculating the unamortized balance as of the Covered Insurance Policies, by providing Recapture Date (the Reinsurer with written “Recapture Payment”). SEPTA shall have no other obligations toward Lessee or any Subtenant in the event of such notice of Recapture. Other than the Recapture Payment, Lessee and any Subtenant hereby waive any right to any reimbursement for the loss or diminution of its intent to effect recaptureleasehold or subleasehold interest in the Premises as a result of such recapture as provided herein, and waives any claim for relocation from the Premises and the expenses of such relocation, as may be provided under any statute or other law. Recapture of the Covered Insurance Policies Lessee shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Companyinclude, the Ceding Company will recapture all liabilities and obligations arising under among the terms of any sublease as may be authorized hereunder, provisions (i) placing a Subtenant on notice that Lessee may terminate the Covered Insurance Policies including sublease upon Recapture Notification, as provided in this section, and (ii) that a Subtenant waives any Extra Contractual Obligations. (b) Following right to any reimbursement from either SEPTA or Lessee for the loss or diminution of its subleasehold interest or value of its business as a recapture pursuant to this Section 8.3result of such Recapture, subject to and waives any claim against either SEPTA or Lessee for relocation from the payment obligations described in Section 8.4, 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 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 prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder also include in any sublease those terms and norconditions regarding SEPTA’s rights of Recapture, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesas set forth in this Section. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. The Ceding Company may recapture each Reinsured Policy on the date that is the last day of the calendar month following the seventh (7th) yearly anniversary of the date of issuance of each such Reinsured Policy (with respect to each such Reinsured Policy, the “Policy Recapture Effective Date”); provided that (a) Upon (i) with respect to Reinsured Policies issued prior to the occurrence of a Recapture Triggering EventEffective Date, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing has notified the Reinsurer in writing of such election no later than October 15, 2015, or (ii) with written notice of its intent respect to effect recapture. Recapture of the Covered Insurance Reinsured Policies shall be effective issued on the tenth (10th) day or following the day on which Effective Date, the Ceding Company has provided 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 receipt of notice of such election from the Ceding Company. Any such election may only be made with such notice (the "Recapture Date")respect to all Reinsured Policies and may not be made on a policy-by-policy basis. Upon a Any election to recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms consent thereto of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a Reinsurer shall each be irrevocable once made and will be binding on the relevant party. If recapture is effective pursuant to this Section 8.313.01, subject (i) upon the Policy Recapture Effective Date with respect to a Reinsured Policy, the payment obligations described in Section 8.4deferred annuity contract, both the Ceding Company and the Reinsurer will including any amendments, riders or endorsements attached thereto, comprising such Reinsured Policy shall cease to be fully and finally released from all rights and obligations a Reinsured Policy under this Agreement in 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held relevant Policy Recapture Effective Date in connection accordance with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any RecoverablesSection 9.03. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon Subject to the occurrence terms of a Recapture Triggering Eventthis Section 8.3, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance PoliciesReinsured Risks ceded under this Agreement upon the occurrence of a Recapture Triggering Event, by providing the Reinsurer with written notice of its intent to effect recapturesuch a 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 Covered Insurance Policies 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 right shall be 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 Triggering Event, a separate Recapture Triggering Event shall be deemed to have occurred with respect to each subsequent report delivered by the Reinsurer pursuant to Section 3.8(b) that qualifies as a Recapture Triggering Event. (b) Following the occurrence of a Reinsurer Termination Event, the Reinsurer shall have the right (but not the obligation) to terminate this Agreement and cause the Ceding Company to recapture all, and not less than all, of the Reinsured Contracts by providing to Ceding Company a Recapture Notice. In the case of a termination pursuant to this Section 8.3(b), the 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 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 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 8.3(a) or Section 8.3(b) shall be effective (i) as of 11:59 p.m. (central time) on the tenth (10th) day following last Business Day of the day on calendar month during which the Ceding Company has provided or the Reinsurer, as applicable, delivers a Recapture Notice to the Reinsurer with or the Ceding Company, 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 Company or the Reinsurer of a notice of recapture to the other Party) (the "“Recapture Date"”). Upon a recapture by the Ceding Companypursuant to Section 8.3(a) or Section 8.3(b), the Ceding Company will recapture all liabilities and obligations Reinsured Liabilities arising under or resulting from the terms of Reinsured Contracts other than any Reinsurer Extra-Contractual Obligations arising from and after the Covered Insurance Policies including any Extra Contractual ObligationsEffective Time. (bd) 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 8.3(a) or Section 8.3(b). (e) Following a recapture pursuant to this Section 8.38.3(a) or Section 8.3(b), subject to the satisfaction of all payment obligations described in Section 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 Covered Insurance Policies, including any claims of Reinsured Risks other than (i) the Reinsurer to Modified Coinsurance Assets held Extra-Contractual Obligations as provided in connection with recaptured Covered Insurance PoliciesSection 8.3(c) above, other than any payment and (ii) the obligations due hereunder prior to under the Recapture Date but still unpaid on such dateprovisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture or terminationrecapture, the Reinsurer shall have 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 have any further right to receive any RecoverablesAdditional Consideration. (cf) Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum 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 default under the Transaction Agreements equity in lieu of exercising the remedies in this Article VIII, 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. Except with respect to a Corporate Transfer, Landlord may, within twenty (a20) Upon the occurrence days after submission of a Recapture Triggering EventTenant's written request for Landlord's consent to an assignment or subletting, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, by providing the Reinsurer provide Tenant with written notice of its intent election to effect recapture. Recapture cancel this Lease as to the portion of the Covered Insurance Policies Premises proposed to be sublet or assigned as of the date 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 portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date relating to the portion of the Premises covered by the proposed Transfer, and Tenant shall be effective on released from a continuing obligations accruing thereafter except calculations or recalculations of Taxes and Operating Expenses. If during the tenth first seven (10th7) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms years of the Covered Insurance Policies including 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 Extra Contractual Obligations. 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 (b30) Following 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 pursuant to rights provided for in this Section 8.3, subject to 8.2 if the payment obligations described in Section 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 proposed subletting is for less than twenty five percent (25%) of the Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other Premises and terminates not less than any payment obligations due hereunder three (3) years prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverables. remaining term (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense without giving effect to any such claim that Ceding Company might have had other recourserenewal or extension right).

Recapture. (a) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the PLA Reinsurance Agreement or the PRL Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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, for the avoidance Reinsurer shall pay to the Ceding Company cash in the amount of doubtsuch 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 have any further right after the full satisfaction of the Terminal Settlement pursuant to receive any Recoverablesthe Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. (a) Upon During the occurrence continuation of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policies, reinsurance ceded under this Agreement by providing the Reinsurer with written notice of its intent to effect recapture. 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 Covered Insurance Policies 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 pursuant to Section 7.3(a) shall be effective (i) as of 11:59 p.m. (Bellevue, Washington time) on the tenth (10th) last calendar day following of the day on calendar month during which the Ceding Company has delivers a Recapture Notice to the Reinsurer; provided, that if such Recapture Notice was delivered less than ten (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 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 7.3(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 Reinsurer with such notice last day of a calendar month and is not later than ninety (90) calendar days following the "Recapture Date"). Upon a recapture delivery by the Ceding Company, Company of a Recapture Notice to the Ceding Company will recapture all liabilities and obligations arising under Reinsurer) (the terms of the Covered Insurance Policies including any Extra Contractual Obligations“Recapture Date”). (bc) Following a recapture pursuant to this Section 8.37.3(a), subject to the satisfaction of payment obligations described in Section 8.47.4, (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 Covered Insurance Policies, including any claims Reinsured Risks other than (x) the obligations under the provisions that expressly survive termination as provided in Section 7.2 and (y) liability of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date. Following the consummation of the recapture or termination, for Reinsurer Extra-Contractual Obligations and (ii) no additional Premiums or other amounts payable under such Covered Insurance Policies Additional Consideration shall be payable to the Reinsurer hereunder with respect to the Reinsured Risks and nor, for no Reinsured Liabilities shall be payable by the avoidance of doubt, shall Reinsurer have any further right to receive any RecoverablesReinsurer. (cd) Notwithstanding the remedies contemplated by this Article VIII VII 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 Transaction Agreements Ceding Company may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this Article VIIIVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering 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 Covered Insurance Policiesoutstanding reinsurance ceded under this Agreement as of the effective date of the recapture, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will only recapture all liabilities Liabilities and obligations arising under the express terms of the Covered Insurance Policies including and will not be liable for any Reinsurer Extra Contractual Obligations. For the avoidance of doubt, the Ceding Company shall 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. (b) Following a recapture pursuant to this Section 8.37.3, subject to the payment obligations described in Section 8.47.4, 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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than with respect to any payment obligations Reinsurer Extra Contractual Obligations which will remain due hereunder prior to the Recapture Date but still unpaid on such 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 hereunder and nor, for the avoidance of doubt, shall the Reinsurer have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII VII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the this Agreement or any Transaction Agreements Agreement in lieu of exercising the remedies in this Article VIIIVII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.. 34 <Page> SECTION 7.4

Recapture. (a) Upon From and after the occurrence Transfer Date and for a period of a Recapture Triggering Eventsix (6) months thereafter or, from and after the Ceding Company shall have Early Transfer Date and during the right (but not the obligation) to recapture all, and not less than all, term of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice Early Transfer Lease (the "Recapture DatePeriod"). Upon , Seller may elect to recapture any 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 recapture 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 Ceding Companyfollowing formula: Purchase Price less any Buyer credits related to environmental, material physical or structural defects plus (i) actual transfer costs incurred by Buyer, (ii) Buyer's reasonable costs actually incurred for due diligence, (iii) Buyer's actual cost of capital to acquire the Ceding Company will recapture all liabilities Recapture Property (calculated during the Recapture Period to and obligations arising under including the terms closing date for the transfer of the Covered Insurance Policies 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 Recapture Property solely for real estate taxes, insurance, repairs/improvements performed on the Recapture Property, any Extra Contractual Obligationsunaffiliated third party broker's commissions or legal fees incurred by Buyer to sell or lease the Recapture Property and any prepayment premiums or release fees imposed on Buyer by a mortgagee of the Fee Qualifying Property to obtain a release thereof; or (ii) Entering into a net lease with Buyer for the Recapture Property on terms and in form mutually agreeable to Seller and Buyer acting in good faith. (b) Following If Seller elects to repurchase the Recapture Property, the transfer by Buyer to Seller of a recapture pursuant Recapture Property will be by the same type of deed by which title was conveyed to this Section 8.3Buyer, subject to the payment obligations described in Section 8.4same 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 Covered Insurance Policies, including any claims transfer of the Reinsurer Recapture Property back to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction AgreementsSeller, 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 the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recoursefurther force or effect.

Recapture. (a) Upon the occurrence of a Recapture Triggering EventExcept as provided in Section 10.1(5), the Ceding Company Landlord shall have the right (but not the obligation) to recapture alloption, and not less than all, of the Covered Insurance Policies, exercisable by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice Tenant (the "Recapture DateNotice") within ten (10) business days after Landlord's receipt of each Tenant's Notice, to exclude from the Premises covered by this Lease ("Recapture"), all or part of 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. Upon 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 by portion of the Ceding CompanyPremises proposed to be assigned or subleased, such Recapture Space must be contiguous and in quarter-floor increments, the Ceding Company 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 liabilities and obligations arising under the terms Demising Work, at Landlord's expense. Effective as of the Covered Insurance Policies including date of recapture of any Extra Contractual Obligations. (b) Following a recapture portion of the Premises pursuant to this Section 8.3section, subject the Monthly Base Rent, Rentable Area of the Premises and Tenant's Share shall be adjusted accordingly. Notwithstanding the preceding paragraph to the payment obligations described contrary, Landlord shall not have the recapture rights set forth in this Section 8.410.2 in the event of a sublease if: (1) the sublease is for five (5) years or less, both unless the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect term of the Covered Insurance Policies, sublease is for the then balance of the Term (including any claims renewal terms, the rights to which have then been exercised by Tenant), regardless of the Reinsurer to Modified Coinsurance Assets held in connection size of the proposed sublease premises, or (2) the proposed sublease premises, together with recaptured Covered Insurance Policiesall other portions of the Premises then being subleased by Tenant and all Excess Rent Sharing Space, other 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 payment obligations due hereunder prior space as a result of a proposed sublease, such Recapture shall only be for a period of time equal to the Recapture Date but still unpaid on such date. Following the consummation term of the recapture proposed sublease (regardless of whether or termination, no additional Premiums or other amounts payable under not Landlord actually leases the Recapture Space to the proposed subtenant) and such Covered Insurance Policies space shall be payable to Reinsurer hereunder again become part of the Premises (and nor, for the avoidance Excess Rent Sharing Space) upon expiration of doubt, shall Reinsurer have any further right to receive any Recoverablessuch time period. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the The Ceding Company shall have may in accordance with the right (but not the obligation) to recapture all, and not less than all, provisions of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company mayXI recapture, in its sole discretion, require direct payment 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 a rehabilitator or liquidator; (b) If the Reinsurer fails to take steps reasonably satisfactory to the Ceding Company to assure the Ceding Company of full Statutory Financial Statement Credit for the 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 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 representation, 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 sum Approval Period when (i) the Reinsurer's Total Adjusted Capital is less than the Capital Threshold (as such terms are defined in default under the Transaction Agreements Capital Maintenance Agreement) and (ii) the Reinsurer fails to obtain a payment from the Obligor (as defined in lieu the Capital Maintenance Agreement) in the amount of exercising the remedies deficiency within the Approval Period beginning on the date a demand is made by or on behalf of the Reinsurer for such payment in Article VIII, and it accordance with Section 2(a) of the Capital Maintenance Agreement. The Reinsurer shall be no defense to any such claim that reimburse the Ceding Company might have had other recoursefor actual reasonable expenses incurred by the Ceding Company pursuant to this Section 11.1(e).

Recapture. (a) Upon Except in the occurrence case of a Recapture Triggering Eventthe sale of Tenant’s business conducted in the Premises in which event, Landlord shall not have any right to recapture the Ceding Company Premises and/or terminate this Lease; provided that no uncured Default by Tenant exists at the time of such sale, 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 (but not 20) days after the obligation) date on which Tenant has furnished to recapture allLandlord 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 not less than allTenant shall surrender such portion of, the Premises (with appropriate demising partitions erected at the expense of Tenant) on the effective date of the Covered Insurance Policiesproposed Transfer. In the event Landlord exercises such right to terminate, by providing Landlord shall have the Reinsurer right to enter into a lease with written notice of its intent the proposed transferee without incurring any liability to effect recaptureTenant on account thereof. Recapture Except in the case of the Covered Insurance Policies sale of Tenant’s business conducted in the Premises in which event, Landlord shall be effective on not have any right to share in the tenth profits of same, if Landlord consents to any Transfer, Tenant shall pay to Landlord one-half (10th1/2) day following of all net Rent and other net consideration under the day on which Lease received by Tenant in excess of the Ceding Company has provided Rent paid by Tenant hereunder for the Reinsurer with such notice (portion of the "Recapture Date")Premises so transferred. Upon a recapture by the Ceding CompanyAs used herein, the Ceding Company will recapture all liabilities and obligations arising under terms “net Rent” and/or “net consideration” shall mean the terms excess of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3Base Rent, subject to Additional Rent and other consideration paid by such assignee or subtenant above the payment obligations described in Section 8.4, both the Ceding Company Base Rent and the Reinsurer will be fully Additional Rent paid by Tenant hereunder after deduction of all reasonable and finally released from all rights and obligations under this Agreement in respect of the Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held customary expenses incurred by Tenant in connection with recaptured Covered Insurance Policiessuch assignment or sublease including, other than but not limited to, brokerage commissions, leasehold improvement costs and attorney’s fees. Such Rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder Transfer and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverableswhether or not Landlord exercises its termination rights hereunder. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. By written notice to Lessee (the "Termination Notice") within twenty (20) business days following submission to Lessor by Lessee of the information specified in Section 9.5, Lessor may (1) terminate this Lease in the 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 denominator of which is the Rentable Area of the entire Leased Premises before such Transfer. In the event Lessor elects to terminate under the provisions hereof, and 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 charges shall be reduced in proportion to the reduction in the size of the Leased Premises caused thereby to the 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 term "Rentable Area" of a floor shall mean all areas available or held for the exclusive use and occupancy of the occupants or future occupants of the Complex, 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 made for columns and projections necessary to the Building. For purposes hereof, the Rentable Area of an office on a floor shall be computed by multiplying (a) Upon the occurrence number of a Recapture Triggering Eventsquare feet computed by measuring to the finished surface of the office side of corridor and other permanent walls, to the Ceding Company shall have center of partitions that separate the right (but not the obligation) to recapture alloffice from similar adjoining areas, and not less than all, to the inside finished surface of the Covered Insurance Policies, permanent outer Building walls ("Usable Area") by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to that fraction the payment obligations described in Section 8.4, both the Ceding Company numerator of which is Rentable Area and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect denominator of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverableswhich is Usable Area. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. 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 either of the following events: (a1) Upon a "Risk Trigger Event" as defined in Schedule A of this Agreement for policies issued prior to January 1, 2004; or (2) a Plan Change as described in Section 19 d. above. PRUCO of NJ may not recapture policies issued on or after January 1, 2004, following the occurrence of a Recapture Triggering "Risk Trigger Event." In addition, after the twentieth policy anniversary, PRUCO of NJ 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 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 Automatic Acceptance 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 Ceding Company shall have portion that may be recaptured from SWISS RE would be determined as SWISS RE's prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO of NJ elects to recapture allthe risks ceded to SWISS RE under this Agreement as stated above, and not less than allit will do so by giving written notice to SWISS RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO of NJ's notice. If PRUCO of NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon SWISS RE's receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to SWISS RE will pay PRUCO of NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. SWISS RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon For a period of one hundred eighty (180) days following the occurrence and continuation of a Recapture any Triggering Event (other than with respect to an Insolvency Event), or, at any time while an Insolvency Event has 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 Covered Insurance Policies, Reinsured Liabilities ceded under this Agreement by providing a written notice (the “Recapture Notice”) to the Reinsurer with written notice of its intent to effect recapture. Recapture specifying the grounds for the exercise of the Covered Insurance Policies recapture remedy pursuant to this Article IX and identifying the intended date of recapture (the date such recapture is effected, the “Recapture Date”); provided, that the applicable Triggering Event must be continuing on the date such Recapture Notice is delivered to the Reinsurer; provided, further, that the Recapture Date shall be effective on the tenth at least ten (10th10) day Business Days following the day on which delivery of such Recapture Notice (other than a Recapture Notice delivered with respect to an 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 has provided shall recapture all of the Reinsurer with Reinsured Liabilities ceded under this Agreement and, in such notice (event, the "“Recapture Date")” shall be the date of recapture with respect to the PRL Reinsurance Agreement or the UA Reinsurance Agreement, as applicable. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under or resulting from the terms of the Covered Insurance Reinsured Policies including other than any Extra Reinsurer Extra-Contractual Obligations. (b) . Following a recapture pursuant to this Section 8.39.03(a), subject to the satisfaction of payment obligations described in Section 8.49.03(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 Covered Insurance Policies, including any claims of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than the Reinsurer’s liability for any payment Reinsurer Extra-Contractual Obligations and other obligations due hereunder prior under the provisions that expressly survive termination pursuant to the Recapture Date but still unpaid on such 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 hereunder. (b) In connection with a recapture pursuant to Section 9.03(a) or Section 9.04, the Ceding Company 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 accordance with Schedule 9.03(b) (the “Terminal Settlement”). The Reinsurer shall provide to the Ceding Company such assistance, information and nordocuments 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, for the avoidance Reinsurer shall pay to the Ceding Company cash in the amount of doubtsuch 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 have any further right after the full satisfaction of the Terminal Settlement pursuant to receive any Recoverablesthe Terminal Settlement Statement. (c) Notwithstanding In the remedies contemplated by this Article VIII or event that the Transaction AgreementsReinsurer 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 may, of such disagreement and the parties shall attempt in its sole discretion, require direct payment 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 sum 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 default the manner provided in Section 5.03(d) with respect to disputed items under the Transaction Agreements in lieu Monthly Settlement and Required Balance Report, mutatis mutandis. The Third Party Accountant’s or Third Party Actuary’s, as applicable, determination of exercising the remedies in Article VIII, and it Terminal Settlement shall be no defense 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 such claim that Ceding Company might have had other recoursenecessary adjustments under Section 9.03(b).

Recapture. (a) Upon 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 any of the 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 Recapture Triggering Eventperiod 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 actions of THE REINSURER, THE REINSURER agrees to take such 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 the obligation) to recapture all, terminate this Agreement for new business and not less than all, of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under reinsurance hereunder after a 90-day notice, during which THE REINSURER has the right to satisfy the terms of the Covered Insurance Policies including any Extra Contractual Obligationsthis section. (b) Following a c. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture pursuant all or an appropriate portion of the coverage reinsured under this Agreement to this Section 8.3reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, subject collectively, subsequent to the payment obligations described date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in Section 8.4the 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, both if the Ceding Company and maximum retention limits are increased by 100%, then the Reinsurer will portion that may be fully and finally released recaptured from all rights and obligations 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 respect 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 Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, including 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, for any claims incurred after the date of recapture, but shall remain liable for all claims incurred on or prior to the Reinsurer date of recapture. No exercise by THE COMPANY of any recapture right will give rise to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policiesany claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any payment obligations amount that might be due hereunder prior and owing under the reinsurance treaty up to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, 12.1 Whenever the Ceding Company shall have Company, pursuant to Article 11, increases its retention limits over the right (but not the obligation) to recapture all, and not less than all, retention limits set forth in Exhibit A - Retention Limits of the Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will has the option to recapture all liabilities certain risk amounts. If the Ceding Company has maintained its maximum stated retention for the plan and obligations arising under the terms 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 Covered Insurance Policies including any Extra Contractual Obligationsamount 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) Following a recapture pursuant The reduction of reinsurance on affected policies will become effective on the policy anniversary date immediately following the notice of election to this Section 8.3recapture; however, subject to the payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer no reduction will be fully and finally released from all rights and obligations under this Agreement made until a policy has been in respect force for a duration of the 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesat least [number] years. (c) Notwithstanding If any reinsured policy is recaptured, all reinsured policies eligible for recapture under the remedies contemplated by provisions of this Article VIII or must be recaptured up to the Transaction Agreements, Ceding Company's new retention limits in a consistent manner and the Ceding Company may, in must increase its sole discretion, require direct payment by 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 of any sum that has met the duration requirement in default under clause (b) above, the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it revised Reinsured Net Amount at Risk shall be no defense 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 recapture provisions under this Agreement will be used. Following the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such claim reinsured policies eligible for recapture 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. The Ceding Company may recapture a proportionate share of up to 100% of the Net Ceded Liabilities. The parties shall agree on the effective date of the recapture (athe “Recapture 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) Upon days of the occurrence Recapture Date (the “Recapture Settlement Date”), assets consisting of a Recapture Triggering Eventpolicy 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 shall have with the right (but not the obligation) to recapture all, and not less than all, amount as of the Covered Insurance PoliciesRecapture Date equal to (i) General Account Statutory Reserves plus (ii) the positive or negative Interest Maintenance Reserve Adjustment. In addition, by providing the Reinsurer with written notice of its intent to effect recapture. “Recapture of the Covered Insurance Policies Assets and Liabilities” shall be effective on the tenth (10th) day following the day on which transferred. The Reinsurer shall also pay to the Ceding Company has provided interest on such amount at the Reinsurer with such notice rate of four percent (4%) per annum, simple rate, beginning on the "Recapture Date and ending on the Recapture Settlement Date"). Upon a The Recapture Assets and Liabilities shall include all account balances (both assets and liabilities) related to the 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 recapture all liabilities and obligations arising under after the terms of Recapture Date but prior to the Covered Insurance Policies including any Extra Contractual Obligations. (b) Settlement Date. Following a recapture pursuant to this Section 8.3recapture, subject to the satisfaction of payment obligations described in Section 8.4above, 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 Covered Insurance recapture 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon 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 either of the following events: (1) a Recapture Triggering “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 coverage 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 Ceding Company shall have portion that may be recaptured from ANNUITY & LIFE RE would be determined as ANNUITY & LIFE RE’s prorata share of the right (but not the obligation) total portion reinsured with all reinsurers. If PRUCO OF NJ elects to recapture allthe risks ceded to ANNUITY & LIFE RE under this Agreement as stated above, and not less than allit will do so by giving written notice to ANNUITY & LIFE RE. Upon the delivery of such notice, all of the Covered Insurance Policiesrisks previously ceded under each of the policies subject to this Agreement shall be recaptured, by providing effective as of the Reinsurer with date specified in PRUCO OF NJ’s notice. If PRUCO OF NJ does not specify in the written notice of its intent the date that such recapture is to effect recapture. Recapture of be effective, then the Covered Insurance Policies recapture shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms immediately upon ANNUITY & LIFE RE’s receipt of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following notice. If a recapture pursuant to this Section 8.3policy is recaptured, subject to ANNUITY & LIFE RE will pay PRUCO OF NJ the payment obligations described in Section 8.4unearned reinsurance premium as of the date of recapture. ANNUITY & LIFE RE shall not be liable, 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 Covered Insurance PoliciesAgreement, including for any claims incurred after the date of the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policies, other than any payment obligations due hereunder prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon At any time 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, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, any of the Covered Insurance Policies, following. a) Non-payment of reinsurance claims that are sixty (60) days past due from THE REINSURER provided that (i) the claims are not in dispute; (ii) THE COMPANY is current on its reporting and 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 payment if the parties agree or an arbitration panel determines the claim is not covered by this Agreement. Recapture This right will have no time limit. THE REINSURER and THE COMPANY agree to act in utmost good faith regarding such matters. • Any action taken by THE REINSURER or any action failed to be taken by THE REINSURER that results in THE COMPANY not being able to take the maximum credit for the reinsurance provided under this Agreement on its statutory financial statements in its state of domicile provided that if 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. • Material breach by THE REINSURER of the Covered Insurance Policies shall be effective on provisions of Section 29 related to Company Customer Information provided that an arbitration panel has determined that THE REINSURER committed a material breach that is the tenth cause of (10thi) day following the day on which the Ceding Company has provided the Reinsurer with such notice any data vulnerability relating to Customer Information; or (the "Recapture Date")ii) any harm to THE COMPANY. Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations • THE REINSURER is deemed insolvent as described in Section 8.4, 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 Covered Insurance Policiescoverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, including 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’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 the Reinsurer to Modified Coinsurance Assets held in connection with recaptured Covered Insurance Policiesrecapture, other than any payment obligations due hereunder but shall remain liable for all claims incurred on or prior to the Recapture Date but still unpaid on such 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 Reinsurer hereunder and nor, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesrecapture. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.

Recapture. (a) Upon Subject to the occurrence provisions of this Section, if Tenant shall at any time or times during the 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 Eventdescription of the 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 Covered Insurance Policies, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"Term). Upon a recapture by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual Obligations. (b) Following a If Owner exercises its option to recapture pursuant the space, then (i) this Lease shall expire with respect to this Section 8.3such space on the date the proposed sublease was to commence, subject (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 payment obligations described in Section 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 total rentable area of the Covered Insurance PoliciesPremises, including any claims (iii) Tenant shall pay to Owner the reasonable actual costs incurred by Owner in physically separating such space from the balance of the Reinsurer Premises and in complying with any Requirements relating to Modified Coinsurance Assets held 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 Covered Insurance Policiesspace, (v) any retail use of that space shall be subject to Tenant’s consent, which shall not be 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 than 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 payment obligations due hereunder and (vii) if the 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 Date but still unpaid on such date. Following the consummation of the recapture or terminationrecapture, no additional Premiums reasonable wear and tear, and damage by fire or other amounts payable under such Covered Insurance Policies shall be payable to Reinsurer hereunder and norcasualty, for the avoidance of doubt, shall Reinsurer have any further right to receive any Recoverablesexcepted. (c) Notwithstanding If Owner fails to exercise its option (i) the remedies contemplated by Sublease shall be subject to all of the provisions of this Article VIII Article, (ii) any 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 before subletting any part of the ground floor for retail purposes. (d) Owner’s right of recapture and the Retail Standards shall not apply to (i) a Sublease to an Affiliate of Tenant or (ii) a Sublease to any other Person if the Transaction AgreementsPerson 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 servicing only the Transaction Agreements in lieu occupants and guests of exercising the remedies in Article VIIIoccupants 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 Ceding Company might have had other recoursesums thereafter due pursuant to Section 7.5.

Recapture. (a) Upon the occurrence of a Recapture Triggering Event, the Ceding Company shall have the right (but not the obligation) to recapture all, and not less than all, of the Covered Insurance Policiesreinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture. Recapture of the Covered Insurance Policies The Company shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided give the Reinsurer with such written notice (the "Recapture Date"). Upon a “Election Notice”) specifying (x) the grounds for the exercise of its remedies pursuant to this Section 9.3 and (y) the fact of recapture by and the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms effective date of the Covered Insurance Policies including any Extra Contractual Obligationsrecapture. (b) Following a Any recapture pursuant by the Company shall not be deemed to this Section 8.3, subject to have been consummated until (i) the Company has delivered the Election Notice and (ii) the Company has received the payment obligations described of the entire Recapture Fee as determined in Section 8.4, both 9.3(c) (the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the 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 prior to the “Recapture Date but still unpaid on such 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 have any further right to receive any RecoverablesDate”). (c) Notwithstanding The amount of the remedies contemplated Recapture Fee shall be determined in accordance with the formula set forth below by this Article VIII a nationally recognized actuarial consulting firm mutually agreed upon by the Company and the Reinsurer (the “Actuary”). (d) The “Recapture Fee” shall be equal to (A) + (B) –(C) where (A) is the 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 Transaction AgreementsNAIC’s rules with respect thereto.) In fixing the other values required by the 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 providing administrative services for the Transaction Agreements in lieu of exercising the remedies in Article VIII, 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 Ceding Company might have had other recourseservices for the twelve months immediately following the Recapture Date.

Recapture. If Tenant at any time desires to sublease this lease in its entirety, it shall first notify Landlord in writing of its desire to do so, and offer Landlord the right to recapture, at the per square foot rental for the space then applicable pursuant to this Lease or the rental which Tenant proposed to obtain whichever is lower, for all or any part of the Premises which Tenant desires to sublet. Tenant's notice to Landlord shall specify (ai) Upon the occurrence name and business of a Recapture Triggering Eventthe proposed sublessee, (ii) the Ceding Company proposed effective date and duration of the subletting, and (iii) the proposed rental to be paid to Tenant by such sublessee. Landlord, upon receipt of such notice, shall have the option, to be exercised within sixty (60) days from the date of the receipt of such notice, to require Tenant to execute a sublease to Landlord of the Premises or such portion thereof as Tenant desires to sublet with the right (of Landlord to sublease to others, or anyone designated by Landlord. If Landlord exercises such option and such sublease is at the rental specified in this lease, Tenant shall be released of all further liability hereunder, from and after the effective date of such sublease, with respect to that portion of the Premises included therein. If Landlord does not exercise such option within such time, Tenant may thereafter sublet the premises involved, provided Landlord consents thereto, but not the obligation) to recapture all, and at a rental not less than all, offered to Landlord in the notice and not later than ninety (90) days after delivery of the Covered Insurance Policies, by providing aforesaid notice unless a further notice is given. In the Reinsurer with written notice of event Landlord does not exercise its intent right to effect recapture. Recapture terminate this lease or to sublet a portion of the Covered Insurance Policies Premises from Tenant and Landlord has granted its written consent, Tenant may sublet all of the Premises in accordance with Landlord's consent. Any Rent accruing to Tenant as a result of such assignment or sublease which is in excess or the Rent then being paid by Tenant, or in excess of the pro rata share of Rent then being paid by Tenant for the portion of the Premises being sublet, shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice (the "Recapture Date"). Upon a recapture paid by the Ceding Company, the Ceding Company will recapture all liabilities and obligations arising under the terms of the Covered Insurance Policies including any Extra Contractual ObligationsTenant to Landlord monthly as additional rent. (b) Following a recapture pursuant to this Section 8.3, subject to the payment obligations described in Section 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 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 prior to the Recapture Date but still unpaid on such 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 have any further right to receive any Recoverables. (c) Notwithstanding the remedies contemplated by this Article VIII or the Transaction Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under the Transaction Agreements in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that Ceding Company might have had other recourse.