Common use of GOOD FAITH; FINANCIAL SOLVENCY Clause in Contracts

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. PRUCO acknowledges that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of Arizona. However, to enable PRUCO to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing and maintaining the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, during the life of this Agreement, the letters of credit in strict accordance with the applicable provisions of Sections 29 and 30 below.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverArizona and that AUSA satisfies each of the current, applicable legal and regulatory requirements in Arizona necessary to enable fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s immediately following paragraph, PRUCO's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO's right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO. To avoid PRUCO's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in Arizona so as to fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in place and in effect prior to the date legally required to enable PRUCO to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO's statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO's right of recapture under Section 20 of this Agreement, any such letter of credit must meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCOPRUCO OF NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges OF NJ that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverNew Jersey and that AUSA satisfies each of the current, applicable legal and regulatory requirements in New Jersey necessary to enable fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO OF NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s immediately following paragraph, PRUCO OF NJ's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO OF NJ's right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO OF NJ. To avoid PRUCO OF NJ's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in New Jersey so as to fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in place and in effect prior to the date legally required to enable PRUCO OF NJ to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO OF NJ's statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO OF NJ's right of recapture under Section 20 of this Agreement, any such letter of credit mush meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE TOLIC has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. TOLIC represents and warrants to PRUCO acknowledges that ANNUITY & LIFE RE TOLIC is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverArizona and that TOLIC satisfies each of the current, applicable legal and regulatory requirements in Arizona necessary to enable fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE TOLIC acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of TOLIC, and TOLIC agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s immediately following paragraph, PRUCO's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, TOLIC's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO's right of recapture in Section 20 of this Agreement will be triggered unless TOLIC elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO. To avoid PRUCO's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in Arizona so as to fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in place and in effect prior to the date legally required to enable PRUCO to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO's statutory financial statements. If TOLIC elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO's right of recapture under Section 20 of this Agreement, any such letter of credit mush meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE has entered into this Agreement in reliance upon PRUCOPRUCO OF NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. PRUCO OF NJ acknowledges that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of ArizonaNew Jersey. However, to enable PRUCO OF NJ to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE acknowledges that PRUCO OF NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing and maintaining the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXXPRUCO OF NJ’s right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, during the life of this Agreement, the letters of credit in strict accordance with the applicable provisions of Sections 29 and 30 below.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. PRUCO acknowledges that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of Arizona. However, to enable PRUCO to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s 's obligations with respect to furnishing and maintaining the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s PRUCO's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, during the life of this Agreement, the letters of credit in strict accordance with the applicable provisions of Sections 29 and 30 below.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCOPRUCO of NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges of NJ that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverNew Jersey and New York and that AUSA satisfies each of the current, applicable legal and regulatory requirements in New Jersey and New York necessary to enable fully entitle PRUCO of NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO of NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) immediately following paragraph, PRUCO of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s NJ's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO of NJ's right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO of NJ. To avoid PRUCO of NJ's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in New Jersey and New York so as to fully entitle PRUCO of NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in place and in effect prior to the date legally required to enable PRUCO of NJ to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO of NJ's statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO of NJ's right of recapture under Section 20 of this Agreement, any such letter of credit must meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCOPRUCO OF NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges OF NJ that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverNew Jersey and that AUSA satisfies each of the current, applicable legal and regulatory requirements in New Jersey necessary to enable fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO OF NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXXimmediately following paragraph, PRUCO OF NJ’s right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA’s representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO OF NJ’s right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO OF NJ. To avoid PRUCO OF NJ’s right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in New Jersey so as to fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished “on a timely basis,” the additional security must be in place and in effect prior to the date legally required to enable PRUCO OF NJ to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO OF NJ’s statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO OF NJ’s right of recapture under Section 20 of this Agreement, any such letter of credit mush meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE has entered into this Agreement in reliance upon PRUCOPRUCO OF NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. PRUCO OF NJ acknowledges that ANNUITY & LIFE RE is neither a licensed nor an accredited reinsurer under the applicable laws and regulations of ArizonaNew Jersey. However, to enable PRUCO OF NJ to take the maximum credit for the risks ceded under this Agreement on its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE acknowledges that PRUCO OF NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s 's obligations with respect to furnishing and maintaining the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s PRUCO OF NJ's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, during the life of this Agreement, the letters of credit in strict accordance with the applicable provisions of Sections 29 and 30 below.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverArizona and that AUSA satisfies each of the current, applicable legal and regulatory requirements in Arizona necessary to enable fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s immediately following paragraph, PRUCO's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO's right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO. To avoid PRUCO's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in Arizona so as to fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in place and in effect prior to the date legally required to enable PRUCO to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO's statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO's right of recapture under Section 20 of this Agreement, any such letter of credit mush meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE AUSA has entered into this Agreement in reliance upon PRUCO's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. AUSA represents and warrants to PRUCO acknowledges that ANNUITY & LIFE RE AUSA is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverArizona and that AUSA satisfies each of the current, applicable legal and regulatory requirements in Arizona necessary to enable fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE AUSA acknowledges that PRUCO is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of AUSA, and AUSA agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXXimmediately following paragraph, PRUCO’s right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the future during the term of this Agreement, AUSA’s representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO’s right of recapture in Section 20 of this Agreement will be triggered unless AUSA elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO. To avoid PRUCO’s right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in Arizona so as to fully entitle PRUCO to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished “on a timely basis,” the additional security must be in place and in effect prior to the date legally required to enable PRUCO to avoid any period of time during which credit may not lawfully continue to be taken on each of PRUCO’s statutory financial statements. If AUSA elects to furnish additional security in the form of one or more letters of credit, to avoid PRUCO’s right of recapture under Section 20 of this Agreement, any such letter of credit mush meet the additional requirements set forth in strict accordance with the applicable provisions Section 11 of Sections 29 and 30 belowSchedule A attached hereto.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE SWISS RE has entered into this Agreement in reliance upon PRUCOPRUCO of NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. SWISS RE represents and warrants to PRUCO acknowledges of NJ that ANNUITY & LIFE SWISS RE is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverNew Jersey and that SWISS RE satisfies each of the current, applicable legal and regulatory requirements in New Jersey necessary to enable fully entitle PRUCO of NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE SWISS RE acknowledges that PRUCO of NJ is entering into this Agreement in reliance upon ANNUITY & LIFE this and other representations and warranties of SWISS RE’s obligations with respect to furnishing , and maintaining the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE SWISS RE further agrees that PXXXXfor policies issued prior to January 1, 2004, PRUCO of NJ’s right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, the letters this representation and warranty is no longer true and correct. PRUCO of credit in strict accordance with the applicable provisions NJ’s right of Sections 29 and 30 belowrecapture under Section 20 will not be triggered for policies issued on or after January 1, 2004.

GOOD FAITH; FINANCIAL SOLVENCY. Each party agrees that all matters with respect to this Agreement require its utmost good faith. Each party or its representatives has the right at any reasonable time to inspect the other’s 's records relating to this Agreement. Each party represents and warrants to the other party that it is solvent on a statutory basis in all states in which it does business or is licensed. Each party agrees to promptly notify the other if it is subsequently financially impaired. ANNUITY & LIFE RE MUNICH has entered into this Agreement in reliance upon PRUCOPRUCO OF NJ's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy, or a change in each party's ownership or control. MUNICH represents and warrants to PRUCO acknowledges OF NJ that ANNUITY & LIFE RE MUNICH is neither a licensed nor an or accredited reinsurer under the applicable laws and regulations of Arizona. HoweverNew Jersey and that MUNICH satisfies each of the current, applicable legal and regulatory requirements in New Jersey necessary to enable fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements, ANNUITY & LIFE RE has agreed to furnish and maintain during the life of this Agreement one or more letters of credit in accordance with the applicable provisions of Sections 29 and 30 below. ANNUITY & LIFE RE MUNICH acknowledges that PRUCO OF NJ is entering into this Agreement in reliance upon ANNUITY & LIFE RE’s obligations with respect to furnishing this and maintaining other representations and warranties of MUNICH, and MUNICH agrees that, except as provided in the letter(s) of credit as described in Sections 29 and 30 below. ANNUITY & LIFE RE further agrees that PXXXX’s immediately following paragraph, PRUCO OF NJ's right of recapture under Section 20 of this Agreement will be triggered if, at any point in the future, ANNUITY & LIFE RE fails to satisfy any of its obligations with respect to furnishing and maintaining, future during the life term of this Agreement, this representation and warranty is no longer true and correct. If at any point in the letters future during the term of this Agreement, MUNICH's representation and warranty in the immediately preceding paragraph is no longer true and correct, PRUCO OF NJ's right of recapture in Section 20 of this Agreement will be triggered unless MUNICH elects to, and does, provide, on a timely basis, additional security in the form of a trust structure, letter of credit, or other security acceptable to PRUCO OF NJ. To avoid PRUCO OF NJ's right of recapture being triggered, any such additional security must in form and substance satisfy all of the then current, applicable legal and regulatory requirements in New Jersey so as to fully entitle PRUCO OF NJ to take the maximum permissible credit for the risks ceded under this Agreement on each of its statutory financial statements. To be considered furnished "on a timely basis," the additional security must be in strict accordance with place and in effect prior to the applicable provisions date legally required to enable PRUCO OF NJ to avoid any period of Sections 29 and 30 belowtime during which credit may not lawfully continue to be taken on each of PRUCO OF NJ's statutory financial statements.