Common use of Termination by Ceding Company Clause in Contracts

Termination by Ceding Company. (a) If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of this Agreement within twenty (20) business days after the end of any Accounting Period, the Ceding Company may terminate this Agreement and recapture all the Riders subject to fifteen (15) calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such amounts due within the fifteen (15) calendar day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(a). In the event of termination and recapture under this Paragraph 4(a), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance as provided under the terms of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven (7) business days prior written notice to the Reinsurer, during which time the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required Balance. If the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit during such seven (7) business day period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(b). In the event of termination and recapture under this Paragraph 4(b), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (c) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five (5) days prior written notice to the Reinsurer. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(d). In the event of termination and recapture under this Paragraph 4(d), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (e) [Redacted] The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(e). In the event of termination and recapture under this Paragraph 4(e), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.

Termination by Ceding Company. i. If the Ceding Company terminates this Agreement for any reason other than those provided in subparagraphs (aii)-(v) below, the Ceding Company shall provide the Reinsurer with at least ninety (90) calendar days advance written notice of such planned termination, and any such termination effected by the Ceding Company under this Article VII, Paragraph 3 B (i), shall be treated as a recapture for purposes of Article VII, Paragraph 4. ii. If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of pursuant to this Agreement within twenty ten (2010) business calendar days after following the end of any Accounting Perioddue date as described in Article VI, Paragraph 3, the Ceding Company may may, in addition and without limitation to any other right or remedy of the Ceding Company under this Agreement, terminate this Agreement and recapture all the Riders subject to fifteen (15) calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such amounts due within the fifteen (15) calendar day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(ii) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4, the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(a)4. In the event of termination and a recapture under this Paragraph 4(a(ii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company, and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. iii. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance Collateral as provided under the terms set forth in Article IV of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven thirty (730) business days prior written notice to the Reinsurer, during which time the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required BalanceCollateral. If during that thirty (30) day period the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit during such seven (7) business day periodRequired Collateral, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iii) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(b)4. In the event of termination and a recapture under this Paragraph 4(b(iii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. (c) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]iv. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five thirty (530) days prior written notice to the Reinsurer. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iv) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(d)4. In the event of termination and a recapture under this Paragraph 4(d(iv), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amountpayment due. v. If (a) the parental guaranty issued by the guarantor (the “Guarantor”) for the benefit of the Ceding Company in substantially the form set forth on Exhibit VI hereto (“Parental Guaranty”) becomes invalid or unenforceable against the Guarantor in accordance with its terms, or (b) the Guarantor is in default of its obligations under the Parental Guaranty, the Reinsurer shall continue Ceding Company may terminate this Agreement and recapture all Riders, subject to be obligated to pay the remaining amount ten (10) business days prior written notice to the Ceding Company. (e) [Redacted] The Reinsurer. Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(v) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(e)4. In the event of termination and a recapture under this Paragraph 4(e)Paragraph, the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve as of the Gross Minus Net Reserve (less amounts already held date of recapture as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to Company satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due.

Termination by Ceding Company. (a) If the Reinsurer fails to pay any undisputed amounts due to the Ceding Company in accordance with Article VI of pursuant to this Agreement within twenty sixty (2060) business calendar days after the end of any Accounting Period, the Ceding Company may may, in addition and without limitation to any other right or remedy of the Ceding Company under this Agreement, terminate this Agreement and recapture all the Riders Policies subject to fifteen thirty (1530) calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such undisputed amounts due within the fifteen thirty (1530) calendar day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will shall not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(a). In the event of termination and recapture under this Paragraph 4(a), the Reinsurer shall transfer to and an amount will be due the Ceding Company an amount equal to (i) plus (ii) where: (i) is the Gross Minus Net Coinsurance Reserve (less amounts already held at the time of recapture as calculated by the Ceding Company in under Article IV and (ii) is a Termination Fee equal to two (2) times the Segregated Account) annualized Reinsurance Premium calculated as of under Article II for the effective date of Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture as determined under Article IV, Paragraph 4occurs during the first twenty (20) years of this Agreement. Cash and assets in the Any Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if , less any amounts already held by the amount withdrawn is insufficient Ceding Company in the Segregated Account, to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. EXECUTION VERSION Page 32 of 64. (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, collateral to satisfy the Reserve Credit Required Balance as provided under the terms of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven thirty (730) business days prior written notice to the Reinsurer, during which time the Reinsurer or its Guarantor (as defined in Paragraph (c) below) may remedy the failure to provide such the collateral sufficient to meet the Reserve Credit Required Balance. If the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit collateral during such seven thirty (730) business day period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(b). In the event of termination and recapture under this Paragraph 4(b), the Reinsurer shall transfer to an amount will be due the Ceding Company an amount equal to (i) plus (ii) where: (i) is the Gross Minus Net Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV and (ii) is a Termination Fee equal to two (2) times the annualized Reinsurance Premiums calculated under Article II for the Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture occurs during the first twenty (20) years of the Agreement. Any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less amounts already held by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. (c) If, after If the Effective Date, there is a change in applicable law or regulation or a change parental guaranty issued by [XXX]. (the “Guarantor”) for the benefit of interpretation not as a result of solicitation by the Ceding Company by in substantially the insurance regulator of form set forth in Exhibit III hereto becomes invalid or unenforceable against the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this AgreementGuarantor in accordance with its terms, then the Ceding Company may terminate this Agreement and may recapture all Riders, Riders subject to [Redacted]thirty (30) days prior written notice to the Reinsurer. The Ceding Company shall not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(c). In the event of termination and recapture under this Paragraph 4(c), an amount will be due the Ceding Company shall pay equal to (i) plus (ii) where: (i) is the Reinsurer [Redacted] Coinsurance Reserve at the time of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to recapture as calculated by the Ceding Company an amount under Article IV and (ii) is a Termination Fee equal to two (2) times the Gross Minus Net annualized Reinsurance Premiums calculated under Article II for the Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture occurs during the first twenty (20) years of this Agreement. Any Reserve (Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. EXECUTION VERSION Page 33 of 64. (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five thirty (530) days prior written notice to the Reinsurer. The Ceding Company will not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for a termination and recapture under this Paragraph 4(d). In the event of termination and recapture under this Paragraph 4(d), the Reinsurer shall transfer Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding Company an amount equal to and any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Gross Minus Net Reserve (Ceding Company, less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. (e) [Redacted] The If after the Effective Date, there is a change in applicable law or regulation or a change of interpretation, not as a result of solicitation by the Ceding Company, by the insurance regulator of the Ceding Company’s domicile that causes the Ceding Company will not to no longer be required permitted to pay a Recapture Fee take full credit for a termination the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture under this Paragraph 4(e)all Riders, subject to thirty (30) days prior written notice to the Reinsurer. In the event of termination and recapture under this Paragraph 4(e), (i) the Ceding Company shall pay the Reinsurer [XXX]% of the Recapture Fee set forth in Paragraph 6 below; (ii) the Reinsurer shall transfer not be required to pay a Termination Fee; and (iii) the Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding Company an amount equal to and any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Gross Minus Net Reserve (Ceding Company, less amounts already held by the Ceding Company in the Segregated Account, to satisfy such amount due to the Ceding Company. (f) calculated In the event the Reinsurer undergoes a Change of Control Event as set forth in Article I, Paragraph 14, the Ceding Company may terminate this Agreement and recapture all Riders, subject to thirty (30) days prior written notice to the Reinsurer. The Ceding Company shall not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for termination and recapture under this Paragraph 4(f). In the event of termination and recapture under this Paragraph 4(f), the effective date Coinsurance Reserve at the time of the recapture as determined calculated by the Ceding Company under Article IV, Paragraph 4. Cash IV will be due to the Ceding Company and assets in the any Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if , less amounts already held by the amount withdrawn is insufficient Ceding Company in the Segregated Account, to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. (g) In the event the Reinsurer provides notice to the Ceding Company of an Extreme Adverse Capital Requirement Event, as defined in Article I, Paragraph 25, the Ceding Company may terminate this Agreement and recapture all Riders within one (1) year of having been provided such notice. The Ceding Company shall not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for termination and recapture under this Paragraph 4(g). In the event of termination and recapture under this Paragraph 4(g), the Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding Company and any assets in trust and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less any amounts already held by the Ceding Company in the Segregated Account, to satisfy such amount due to the Ceding Company.

Termination by Ceding Company. (a) If the Reinsurer fails to pay any undisputed amounts due to the Ceding Company in accordance with Article VI of pursuant to this Agreement within twenty sixty (2060) business calendar days after the end of any Accounting Period, the Ceding Company may may, in addition and without limitation to any other right or remedy of the Ceding Company under this Agreement, terminate this Agreement and recapture all the Riders Policies subject to fifteen thirty (1530) calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such undisputed amounts due within the fifteen thirty (1530) calendar day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will shall not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(a). In the event 34 of termination and recapture under this 88 Paragraph 4(a), the Reinsurer shall transfer to and an amount will be due the Ceding Company an amount equal to (i) plus (ii) where: (i) is the Gross Minus Net Coinsurance Reserve (less amounts already held at the time of recapture as calculated by the Ceding Company in under Article IV and (ii) is a Termination Fee equal to two (2) times the Segregated Account) annualized Reinsurance Premium calculated as of under Article II for the effective date of Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture as determined under Article IV, Paragraph 4occurs during the first twenty (20) years of this Agreement. Cash and assets in the Any Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if , less any amounts already held by the amount withdrawn is insufficient Ceding Company in the Segregated Account, to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. EXECUTION VERSION Page 32 of 64. (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, collateral to satisfy the Reserve Credit Required Balance as provided under the terms of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven thirty (730) business days prior written notice to the Reinsurer, during which time the Reinsurer or its Guarantor (as defined in Paragraph (c) below) may remedy the failure to provide such the collateral sufficient to meet the Reserve Credit Required Balance. If the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit collateral during such seven thirty (730) business day period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(b). In the event of termination and recapture under this Paragraph 4(b), the Reinsurer shall transfer to an amount will be due the Ceding Company an amount equal to (i) plus (ii) where: (i) is the Gross Minus Net Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV and (ii) is a Termination Fee equal to two (2) times the annualized Reinsurance Premiums calculated under Article II for the Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture occurs during the first twenty (20) years of the Agreement. Any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less amounts already held by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company.. 35 of 88 (c) If, after If the Effective Date, there is a change in applicable law or regulation or a change parental guaranty issued by [XXX]. (the “Guarantor”) for the benefit of interpretation not as a result of solicitation by the Ceding Company by in substantially the insurance regulator of form set forth in Exhibit III hereto becomes invalid or unenforceable against the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this AgreementGuarantor in accordance with its terms, then the Ceding Company may terminate this Agreement and may recapture all Riders, Riders subject to [Redacted]thirty (30) days prior written notice to the Reinsurer. The Ceding Company shall not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(c). In the event of termination and recapture under this Paragraph 4(c), an amount will be due the Ceding Company shall pay equal to (i) plus (ii) where: (i) is the Reinsurer [Redacted] Coinsurance Reserve at the time of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to recapture as calculated by the Ceding Company an amount under Article IV and (ii) is a Termination Fee equal to two (2) times the Gross Minus Net annualized Reinsurance Premiums calculated under Article II for the Accounting Period immediately preceding the Accounting Period during which recapture occurs, provided that the Termination Fee is only due and payable if the recapture occurs during the first twenty (20) years of this Agreement. Any Reserve (Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. EXECUTION VERSION Page 33 of 64. (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five thirty (530) days prior written notice to the Reinsurer. The Ceding Company will not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for a termination and recapture under this Paragraph 4(d). In the event of termination and recapture under this Paragraph 4(d), the Reinsurer shall transfer Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding Company an amount equal to and any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Gross Minus Net Reserve (Ceding Company, less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. (e) [Redacted] The If after the Effective Date, there is a change in applicable law or regulation or a change of interpretation, not as a result of solicitation by the Ceding Company, by the insurance regulator of 36 of 88 the Ceding Company’s domicile that causes the Ceding Company will not to no longer be required permitted to pay a Recapture Fee take full credit for a termination the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture under this Paragraph 4(e)all Riders, subject to thirty (30) days prior written notice to the Reinsurer. In the event of termination and recapture under this Paragraph 4(e), (i) the Ceding Company shall pay the Reinsurer [XXX]% of the Recapture Fee set forth in Paragraph 6 below; (ii) the Reinsurer shall transfer not be required to pay a Termination Fee; and (iii) the Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding Company an amount equal to and any Reserve Credit Trust Assets and/or amounts of Letters of Credit may be withdrawn by the Gross Minus Net Reserve (Ceding Company, less amounts already held by the Ceding Company in the Segregated Account, to satisfy such amount due to the Ceding Company. (f) calculated In the event the Reinsurer undergoes a Change of Control Event as set forth in Article I, Paragraph 14, the Ceding Company may terminate this Agreement and recapture all Riders, subject to thirty (30) days prior written notice to the Reinsurer. The Ceding Company shall not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for termination and recapture under this Paragraph 4(f). In the event of termination and recapture under this Paragraph 4(f), the effective date Coinsurance Reserve at the time of the recapture as determined calculated by the Ceding Company under Article IV, Paragraph 4. Cash IV will be due to the Ceding Company and assets in the any Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if , less amounts already held by the amount withdrawn is insufficient Ceding Company in the Segregated Account, to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount due to the Ceding Company. (g) In the event the Reinsurer provides notice to the Ceding Company of an Extreme Adverse Capital Requirement Event, as defined in Article I, Paragraph 25, the Ceding Company may terminate this Agreement and recapture all Riders within one (1) year of having been provided such notice. The Ceding Company shall not be required to pay a Recapture Fee and the Reinsurer shall not be required to pay a Termination Fee for termination and recapture under this Paragraph 4(g). In the event of termination and recapture under this Paragraph 4(g), the Coinsurance Reserve at the time of recapture as calculated by the Ceding Company under Article IV will be due to the Ceding 37 of 88 Company and any assets in trust and/or amounts of Letters of Credit may be withdrawn by the Ceding Company, less any amounts already held by the Ceding Company in the Segregated Account, to satisfy such amount due to the Ceding Company.

Termination by Ceding Company. (a) If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of this Agreement within twenty (20) business days after the end of any Accounting Period, the Ceding Company may terminate this Agreement and recapture all Reinsurance Agreement: (i) immediately upon the Riders subject to fifteen failure, within forty-five (1545) calendar days days, to correct material business or financial practices which are the subject of any administrative action or order by any insurance regulatory authority with jurisdiction over Reinsurer; (ii) immediately upon Reinsurer’s failure to meet the prescribed capital requirement under the laws of the Cayman Islands; (iii) immediately upon the initiation against Reinsurer of any delinquency proceeding, including but not limited to supervision, conservation, rehabilitation, liquidation, bankruptcy or any other proceeding of a similar nature, or any order of administrative supervision (or any other form of order that has substantially the same effect) is entered with respect to Reinsurer; (iv) upon giving thirty (30) calendar days’ prior written notice to the Reinsurer if Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such amounts due within the fifteen (15) calendar day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(a). In the event of termination and recapture under this Paragraph 4(a), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account ’s delegee or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance as provided under subcontractor materially breaches the terms of Exhibit A in connection with the provision of administrative services under this Reinsurance Agreement, the but only if during thirty (30) day period Reinsurer has not formulated and begun implementation of a plan, reasonably acceptable to Ceding Company may terminate this Agreement and recapture all the RidersCompany, subject to seven cure such material breach or breaches; (7v) business days upon giving thirty (30) calendar days’ prior written notice to Reinsurer for any breach by Reinsurer of its obligations under this Reinsurance Agreement, the Reinsurer, during which time Reinsurance Trust Agreement or the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required Balance. If the Reinsurer provides the required Qualifying Assets orSupplemental Trust Agreement, if applicable, a Letter of Credit the breach is not cured during such seven (7) business day period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(b). In the event of termination and recapture under this Paragraph 4(b), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.or (cvi) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve upon giving thirty (less amounts already held by the Ceding Company in the Segregated Account30) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five (5) days calendar days’ prior written notice to the Reinsurer. The Reinsurer for non-payment of amounts due by Reinsurer to Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(d). In the event of termination and recapture under this Paragraph 4(d), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve Reinsurance Agreement (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (e) [Redacted] The Ceding Company will amounts due are not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(e). In the event of termination and recapture under this Paragraph 4(e), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.de

Termination by Ceding Company. (a) If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of this Agreement within twenty (20) business days after the end of any Accounting Period, the Ceding Company may terminate this Agreement and recapture all Reinsurance Agreement: (i) immediately upon the Riders subject to fifteen failure, within forty-five (1545) calendar days days, to correct material business or financial practices which are the subject of any administrative action or order by any insurance regulatory authority with jurisdiction over Reinsurer; (ii) immediately upon Reinsurer’s failure to meet the prescribed capital requirement under the laws of the Cayman Islands; (iii) immediately upon the initiation against Reinsurer of any delinquency proceeding, including but not limited to supervision, conservation, rehabilitation, liquidation, bankruptcy or any other proceeding of a similar nature, or any order of administrative supervision (or any other form of order that has substantially the same effect) is entered with respect to Reinsurer; (iv) upon giving thirty (30) calendar days’ prior written notice to Reinsurer if Reinsurer’s delegee or subcontractor materially breaches the Reinsurerterms of Exhibit A in connection with the provision of administrative services under this Reinsurance Agreement, but only if during which time thirty (30) day period Reinsurer has not formulated and begun implementation of a plan, reasonably acceptable to Ceding Company, to cure such material breach or breaches; (v) upon giving thirty (30) calendar days’ prior written notice to Reinsurer for any breach by Reinsurer of its obligations under this Reinsurance Agreement, the Reinsurance Trust Agreement or the Supplemental Trust Agreement, if the breach is not cured during such period; or (vi) upon giving thirty (30) calendar days’ prior written notice to Reinsurer may make such required payments. If for non-payment of amounts due by Reinsurer to Ceding Company under this Reinsurance Agreement (provided that the Reinsurer makes amounts due are not de minimis), unless the unpaid amounts are the subject of a good-faith dispute, if full payment of such amounts due is not made within the fifteen (15) calendar day notice such period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(a). In the event of termination and recapture under this Paragraph 4(a), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance as provided under the terms of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven (7) business days prior written notice to the Reinsurer, during which time the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required Balance. If the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit during such seven (7) business day period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(b). In the event of termination and recapture under this Paragraph 4(b), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (c) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five (5) days prior written notice to the Reinsurer. The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(d). In the event of termination and recapture under this Paragraph 4(d), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (e) [Redacted] The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(e). In the event of termination and recapture under this Paragraph 4(e), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.

Termination by Ceding Company. i. If the Ceding Company terminates this Agreement for any reason other than those provided in subparagraphs (aii)-(v) below, the Ceding Company shall provide the Reinsurer with at least [REDACTED]calendar days advance written notice of such planned termination, and any such termination effected by the Ceding Company under this Article VII, Paragraph 3 B (i), shall be treated as a recapture for purposes of Article VII, Paragraph 4. ii. If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of pursuant to this Agreement within twenty (20) business [REDACTED]calendar days after following the end of any Accounting Perioddue date as described in Article VI, Paragraph 3, the Ceding Company may may, in addition and without limitation to any other right or remedy of the Ceding Company under this Agreement, terminate this Agreement and recapture all the Riders subject to fifteen (15) calendar [REDACTED]calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such amounts due within the fifteen (15) calendar day [REDACTED]day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(ii) shall not be required to pay treated as a Recapture Fee for recapture within the meaning of Article VII, Paragraph 4, [REDACTED]In the event of a termination and recapture under this Paragraph 4(a). In the event of termination and recapture under this Paragraph 4(a(ii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company, and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. iii. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance Collateral as provided under the terms set forth in Article IV of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven thirty (730) business days prior written notice to the Reinsurer, during which time the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required BalanceCollateral. If during that thirty (30) day period the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit during such seven (7) business day periodRequired Collateral, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iii) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(b)4. In the event of termination and a recapture under this Paragraph 4(b(iii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. (c) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]iv. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five thirty (530) days prior written notice to the Reinsurer. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iv) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(d)4. In the event of termination and a recapture under this Paragraph 4(d(iv), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. (e) payment due. [Redacted] The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(e). In the event of termination and recapture under this Paragraph 4(e), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.REDACTED]

Termination by Ceding Company. i. If the Ceding Company terminates this Agreement for any reason other than those provided in subparagraphs (aii)-(v) below, the Ceding Company shall provide the Reinsurer with at least [REDACTED]calendar days advance written notice of such planned termination, and any such termination effected by the Ceding Company under this Article VII, Paragraph 3 B (i), shall be treated as a recapture for purposes of Article VII, Paragraph 4. ii. If the Reinsurer fails to pay any amounts due to the Ceding Company in accordance with Article VI of pursuant to this Agreement within twenty (20) business [REDACTED]calendar days after following the end of any Accounting Perioddue date as described in Article VI, Paragraph 3, the Ceding Company may may, in addition and without limitation to any other right or remedy of the Ceding Company under this Agreement, terminate this Agreement and recapture all the Riders subject to fifteen (15) calendar [REDACTED]calendar days prior written notice to the Reinsurer, during which time the Reinsurer may make such required payments. If the Reinsurer makes full payment of such amounts due within the fifteen (15) calendar [REDACTED] day notice period, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(ii) shall not be required to pay treated as a Recapture Fee for a termination and recapture under this within the meaning of Article VII, Paragraph 4(a)4, [REDACTED]. In the event of termination and a recapture under this Paragraph 4(a(ii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company, and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. iii. EXECUTION VERSION Page 32 of 64 (b) If the Reinsurer fails to provide Qualifying Assets or, if applicable, a Letter of Credit, to satisfy the Reserve Credit Required Balance Collateral as provided under the terms set forth in Article IV of this Agreement, the Ceding Company may terminate this Agreement and recapture all the Riders, subject to seven thirty (730) business days prior written notice to the Reinsurer, during which time the Reinsurer may remedy the failure to provide such collateral sufficient to meet the Reserve Credit Required BalanceCollateral. If during that thirty (30) day period the Reinsurer provides the required Qualifying Assets or, if applicable, a Letter of Credit during such seven (7) business day periodRequired Collateral, the termination notice shall be deemed withdrawn and the above described right of recapture shall not apply. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iii) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(b)4. In the event of termination and a recapture under this Paragraph 4(b(iii), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account), calculated as of the effective date of the recapture, as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. (c) If, after the Effective Date, there is a change in applicable law or regulation or a change of interpretation not as a result of solicitation by the Ceding Company by the insurance regulator of the Ceding Company’s domicile which causes the Ceding Company to no longer to be permitted to take full credit for the reinsurance under this Agreement, then the Ceding Company may terminate this Agreement and recapture all Riders, subject to [Redacted]iv. In the event of termination and recapture under this Paragraph 4(c), the Ceding Company shall pay the Reinsurer [Redacted] of the Recapture Fee set forth in Paragraph 6 below and the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) at the time of recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company. EXECUTION VERSION Page 33 of 64 (d) If the Reinsurer is deemed to be insolvent as described in Article XX, Xxxxxxxxx 0, the Ceding Company may terminate this Agreement and recapture all the Riders subject to five thirty (530) days prior written notice to the Reinsurer. The Any termination effected by the Ceding Company will under this Article VII, Paragraph 3(B)(iv) shall not be treated as a recapture within the meaning of Article VII, Paragraph 4 and the Ceding Company shall not be required to pay a the Recapture Fee for a termination and recapture under this as defined in Article VII, Paragraph 4(d)4. In the event of termination and a recapture under this Paragraph 4(d(iv), the Reinsurer shall transfer to value of the Ceding Company an amount equal to Coinsurance Reserve, as of the Gross Minus Net Reserve (less amounts already held date of recapture, as calculated by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash 5, will be payable to the Ceding Company and assets in the Reserve Credit Trust Account or Assets and/or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient Company to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Companypayment due. (e) v. If [Redacted] The Ceding Company will not be required to pay a Recapture Fee for a termination and recapture under this Paragraph 4(e)REDACTED] vi. In the event of termination and recapture under this Paragraph 4(e), the Reinsurer shall transfer to the Ceding Company an amount equal to the Gross Minus Net Reserve (less amounts already held by the Ceding Company in the Segregated Account) calculated as of the effective date of the recapture as determined under Article IV, Paragraph 4. Cash and assets in the Reserve Credit Trust Account or amounts of Letters of Credit may be withdrawn by the Ceding Company; provided that if the amount withdrawn is insufficient to satisfy such amount, the Reinsurer shall continue to be obligated to pay the remaining amount to the Ceding Company.Reinsurer’s [REDACTED]