Common use of Recapture Clause in Contracts

Recapture. 13.01 The Business Reinsured will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, the “Recapture Effective Date” shall be: a. the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of ▇▇▇▇▇▇▇ Resolution Life and Annuity Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 18 days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, the “Recapture Effective Date” shall be: a. the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement.

Recapture. 13.01 The Business Reinsured will be eligible for At any time during the term of the Agreement, THE COMPANY may elect to recapture by in full the Ceding Company ifcoverage reinsured under this Agreement following the occurrence of any of the following events: a. 1) Non-payment of reinsurance claims that are not in dispute that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period. 2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the Reinsurer delivery of notice of such breach from THE COMPANY to THE REINSURER. 3) THE REINSURER is deemed insolvent, insolvent as described in the ‘INSOLVENCY’ section. 4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement. 5) A change in reinsurance premium rates that is unacceptable to THE COMPANY in accordance with Section 15.04;the ‘REINSURANCE PREMIUM RATES’ section of this Agreement. b. the Reinsurer is delinquent on 6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material undisputed amount due respect. 7) A change in ultimate ownership or control. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the Ceding Company date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. If THE COMPANY elects to recapture the risks ceded to THE REINSURER under this Agreement as stated above, it will do so by giving written notice to THE REINSURER. Upon the delivery of such notice, all of the risks previously ceded under each of the policies subject to this Agreement shall be recaptured, effective as of the date specified in accordance with Section 11.03 and THE COMPANY’s notice. If THE COMPANY does not specify in the Reinsurer has failed written notice the date that such recapture is to be effective, then the recapture shall be effective immediately upon THE REINSURER’s receipt of the notice. If a policy is recaptured, THE REINSURER will pay THE COMPANY the undisputed amount due together with interest calculated in accordance with Section 11.05unearned reinsurance premium within 30 days following the date of recapture. THE REINSURER shall not be liable, within [REDACTED] days under this Agreement, for any claims incurred after the Reinsurer receives notice date of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, but shall remain liable for all claims incurred on or prior to the “Recapture Effective Date” shall be: a. date of recapture. No exercise by THE COMPANY of any recapture right will give rise to any claims for damages, lost profits, or other form of compensation to THE REINSURER, other than payment of a prorated sum for any amount that might be due and owing under the reinsurance treaty up to the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by (a) Upon the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 occurrence and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice continuation of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured reinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture within [REDACTED] [REDACTED] after one hundred eighty (180) days of the occurrence of such Triggering Event if such Triggering Event is continuing as of the date the Ceding Company becomes aware that an event described provides notice of recapture. Recapture of the Reinsured Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day within three (3) months following the date of such notice as set forth in ▇▇▇▇▇▇▇ Resolution Life Insurance the Ceding Company recapture notice (the “Recapture Date”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture the Reinsured Risks and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19will not be liable for any Reinsurer Extra-Contractual Obligations. Section 13.01 has occurred. (b) If the Ceding Company so elects fails to recapturetimely pay any undisputed amounts due under this Agreement in excess of [REDACTED] in the aggregate and such failure continues for thirty (30) days after written notice thereof from the Reinsurer (a “Termination Event”), the “Recapture Effective Date” Reinsurer shall be: a. have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate within one hundred eighty (180) days of the occurrence of such Termination Event if such Termination Event is continuing as of the date the Reinsurer provides notice of termination. Any such termination of this Agreement shall be effective on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice or such later day within three (3) months following the date of such notice, which shall be deemed the insolvency of Recapture Date. Upon a termination by the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company outstanding reinsurance ceded under this Agreement. (c) Following a recapture or termination pursuant to this Section 8.3, subject to the satisfaction of payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Policies, other than (i) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations as provided in Section 8.3(a) above and (iii) the obligations under the provisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture, no - 27 - 46445052.5 1007063901v8 additional Premiums or other amounts payable under such Reinsured Policies shall be payable to the Reinsurer hereunder, nor shall the Reinsurer have any further right to receive any other Additional Consideration nor shall the Reinsurer have any obligation with respect to payment of claims, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement, in each case, except as provided in this Section 8.3(c). Notwithstanding the foregoing, a recapture or termination pursuant to this Section 8.3 will not affect unpaid obligations or Liabilities due under the Master Transaction Agreement or any of the other Ancillary Agreements. Upon a recapture or termination pursuant to this Section 8.3, the Additional Consideration shall be automatically re-sold, re-assigned, re-transferred and re- delivered to the Ceding Company, effective as of the Recapture Date and all of the Reinsurer’s right, title and interest in the Additional Consideration and the security interest granted pursuant to Section 4.3 shall be automatically released, in each case, without the need for any action on the part of the Parties. (d) Notwithstanding the remedies contemplated by this Article VIII, the Master Transaction Agreement or the other Ancillary Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement, the Master Transaction Agreement or any other Ancillary Agreement in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for (a) For a period of [REDACTED] one hundred and eighty (180) calendar days (or for a period following receipt of notice of the number occurrence of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01a Recapture Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured Risks ceded under this Agreement, by providing the Reinsurer with written notice of its intent to recapture within effect such a recapture; provided, however, that during the continuation of a Recapture Triggering Event described in clause (a) or (b) of the definition of “Recapture Triggering Event,” if the RBC Ratio of the Reinsurer or an Affiliate Retrocessionaire, as applicable, has further decreased at least [REDACTED***] [REDACTED] after percentage points below the applicable RBC Ratio set forth in clause (a) or (b) of the definition of “Recapture Triggering Event,” then for a period of one hundred and eighty (180) calendar days following receipt of notice of such decrease, the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company shall have the right (but not the obligation) to recapture all, and TR Renot less than all, Ltd. Annuity Reinsurance of the Reinsured Risks ceded under this Agreement Effective October 1, 2021 Page 19notwithstanding the expiration of the initial one hundred and eighty (180) calendar day period. (b) Any recapture pursuant to Section 13.01 has occurred. If 8.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company so elects delivers a Recapture Notice to recapturethe Reinsurer; provided, that if such Recapture Notice was delivered less than seven (7) calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company of a notice of recapture to the Reinsurer) (the “Recapture Effective Date” shall be:”). a. the effective date of the insolvency of the Reinsurer, in case of (c) Following a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture8.3(a), subject to the satisfaction of payment obligations described in case of recapture pursuant to Section 13.01.b8.4, 13.01.c or 13.01d. 13.03 If (i) both the Ceding Company elects and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than the obligations under the provisions that expressly survive termination as provided in Section 8.2 and (ii) no Additional Consideration shall be payable to recapture in accordance the Reinsurer with Section 13.01:respect to the Reinsured Risks. a. (d) Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, the Ceding Company shall recapture all may, in its sole discretion, require direct payment by the Reinsurer of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement any sum in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole default under this Agreement or any other Transaction Agreement or pursue any other remedy available to which the Ceding Company under may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this AgreementArticle VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by (a) Upon the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 occurrence and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice continuation of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured reinsurance ceded under this Agreement, by providing the Reinsurer with written notice of its intent to effect recapture within [REDACTED] [REDACTED] after one hundred eighty (180) days of the occurrence of such Triggering Event if such Triggering Event is continuing as of the date the Ceding Company becomes aware that an event described provides notice of recapture. Recapture of the Reinsured Policies shall be effective on the tenth (10th) day following the day on which the Ceding Company has provided the Reinsurer with such notice or such later day within three (3) months following the date of such notice as set forth in ▇▇▇▇▇▇▇ Resolution Life Insurance the Ceding Company recapture notice (the “Recapture Date”). Upon a recapture by the Ceding Company, the Ceding Company will only recapture the Reinsured Risks and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19will not be liable for any Reinsurer Extra-Contractual Obligations. Section 13.01 has occurred. (b) If the Ceding Company so elects fails to recapturetimely pay any undisputed amounts due under this Agreement in excess of [REDACTED] in the aggregate and such failure continues for thirty (30) days after written notice thereof from the Reinsurer (a “Termination Event”), the “Recapture Effective Date” Reinsurer shall be: a. have the right (but not the obligation) to terminate this Agreement by providing the Ceding Company with written notice of its intent to terminate within one hundred eighty (180) days of the occurrence of such Termination Event if such Termination Event is continuing as of the date the Reinsurer provides notice of termination. Any such termination of this Agreement shall be effective on the tenth (10th) day following the day on which the Reinsurer has provided the Ceding Company with such notice or such later day within three (3) months following the date of such notice, which shall be deemed the insolvency of Recapture Date. Upon a termination by the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company outstanding reinsurance ceded under this Agreement. (c) Following a recapture or termination pursuant to this Section 8.3, subject to the satisfaction of payment obligations described in Section 8.4, both the Ceding Company and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Policies, other than (i) any payment obligations due hereunder prior to the Recapture Date but still unpaid on such date, to the extent not settled as part of the Terminal Settlement, (ii) the Reinsurer Extra-Contractual Obligations as provided in Section 8.3(a) above and (iii) the obligations under the provisions that expressly survive termination as provided in Section 8.2. Following the consummation of the recapture, no additional Premiums or other amounts payable under such Reinsured Policies shall be payable to the Reinsurer hereunder, nor shall the Reinsurer have any further right to receive any other Additional Consideration nor shall the Reinsurer have any obligation with respect to payment of 1006844591v17 claims, reinsurance of Reinsured Risks or any other obligations whatsoever under this Agreement, in each case, except as provided in this Section 8.3(c). Notwithstanding the foregoing, a recapture or termination pursuant to this Section 8.3 will not affect unpaid obligations or Liabilities due under the Master Transaction Agreement or any of the other Ancillary Agreements. Upon a recapture or termination pursuant to this Section 8.3, the Additional Consideration shall be automatically re-sold, re-assigned, re-transferred and re- delivered to the Ceding Company, effective as of the Recapture Date and all of the Reinsurer’s right, title and interest in the Additional Consideration and the security interest granted pursuant to Section 4.3 shall be automatically released, in each case, without the need for any action on the part of the Parties. (d) Notwithstanding the remedies contemplated by this Article VIII, the Master Transaction Agreement or the other Ancillary Agreements, the Ceding Company may, in its sole discretion, require direct payment by the Reinsurer of any sum in default under this Agreement, the Master Transaction Agreement or any other Ancillary Agreement in lieu of exercising the remedies in Article VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for (a) For a period of [REDACTED***] days (or for a period following receipt of notice of the number occurrence of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01a Recapture Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured Risks ceded under this Agreement, by providing the Reinsurer with written notice of its intent to recapture within effect such a recapture; provided, however, that during the continuation of a Recapture Triggering Event described in clause (a) of the definition of “Recapture Triggering Event,” if the RBC Ratio of the Reinsurer or an Affiliate Retrocessionaire, as applicable, has further decreased at least [REDACTED***] percentage points below the applicable RBC Ratio set forth in clause (a) of the definition of “Recapture Triggering Event,” then, for an additional period of [REDACTED***] after following receipt of notice of such decrease, the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company shall have the right (but not the obligation) to recapture all, and TR Renot less than all, Ltd. Annuity Reinsurance of the Reinsured Risks ceded under this Agreement Effective October 1, 2021 Page 19notwithstanding the expiration of the initial [***] period. (b) Any recapture pursuant to Section 13.01 has occurred. If 8.03(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company so elects to recapture, delivers a recapture notice (the “Recapture Effective Date” shall be: a. Notice”) to the Reinsurer; provided, that if such Recapture Notice was delivered less than seven (7) calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 8.03(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the insolvency Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company of a notice of recapture to the Reinsurer, in case of ) (the “Recapture Date”). (c) Following a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture8.03(a), subject to the satisfaction of payment obligations described in case of recapture pursuant to Section 13.01.b8.04, 13.01.c or 13.01d. 13.03 If (i) both the Ceding Company elects and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than the obligations under the provisions that expressly survive termination as provided in Section 8.02 and (ii) no Additional Consideration shall be payable to recapture in accordance the Reinsurer with Section 13.01:respect to the Reinsured Risks. a. (d) Notwithstanding the remedies contemplated by this Article VIII or the other Transaction Agreements, the Ceding Company shall recapture all may, in its sole discretion, require direct payment by the Reinsurer of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement any sum in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole default under this Agreement or any other Transaction Agreement or pursue any other remedy available to which the Ceding Company under may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this AgreementArticle VIII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The 9.01 Business Reinsured under this Agreement will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.0412.04; b. the Reinsurer is delinquent on any material an undisputed amount due to the Ceding Company determined as described in accordance with Section 11.03 8.04, the Ceding Company has given the Reinsurer sixty (60) days written notice of its intent to recapture under the provisions of this Section, and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05applicable interest, within [REDACTED] days after by the Reinsurer receives end of the notice of such delinquency from the Ceding Companyperiod; c. the Reinsurer fails to provide a cure or to establish or maintain collateral which allows the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days)accordance with Article 7; or d. the Reinsurer’s BSCR Ratio as Reinsurer or its Affiliate fails to furnish the Required Collateral in accordance with Article 23, the Ceding Company has given the Reinsurer written notice of [REDACTED] is below [REDACTED] its intent to recapture under the provisions of this Section, and the Reinsurer has failed to provide furnish Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 the Ceding Company Required Collateral in accordance with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] Article 23 within [REDACTED] [REDACTED] two (2) Business Days of receiving notice. 13.02 9.02 In the event the Business Reinsured under this Agreement becomes eligible for recapture in accordance with Section 13.019.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, it shall notify the “Recapture Effective Date” shall be: a. Reinsurer in writing not less than thirty (30) days prior to the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of such recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 . If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company 9.01, it shall recapture all of the Business Reinsured, unless Reinsured under this Agreement. 9.03 Notwithstanding the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.babove, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement. 9.04 [REDACTED] Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 9.05 [REDACTED] 9.06 [REDACTED] Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 9.07 If the Business Reinsured is recaptured for reasons other than those set forth in Section 9.05, the Terminal Cash Settlement shall be mutually determined by the Parties using assumptions mutually agreed upon, and in such event the Terminal Cash Settlement shall be payable in accordance with Section 9.06 with the exception that such payment shall be due ten (10) Business Days following the mutual determination of the Terminal Cash Settlement. In the event the Parties cannot come to mutual agreement on such Terminal Cash Settlement, the dispute shall be resolved by Technical Arbitration in accordance with Article 15. 9.08 Upon recapture and subject to the payment of the Terminal Cash Settlement, each Party's obligations under this Agreement will terminate as of the effective date of recapture.

Recapture. 13.01 The Ceding Company may recapture each Reinsured Policy on the date that is the last day of the calendar month following the seventh (7th) yearly anniversary of the date of issuance of each such Reinsured Policy (with respect to each such Reinsured Policy, the “Policy Recapture Effective Date”); provided that (a) (i) with respect to Reinsured Policies issued prior to the Effective Date, the Ceding Company has notified the Reinsurer in writing of such election no later than October 15, 2015, or (ii) with respect to the Reinsured Policies issued on or following the Effective Date, the Ceding Company has notified the Reinsurer in writing of such election no later than January 15, 2016 and (b) the Reinsurer has consented in writing to such recapture (such consent not to be unreasonably withheld) within ten (10) Business Days following its receipt of notice of such election from the Ceding Company. Any such election may only be made with respect to all Reinsured will Policies and may not be eligible for made on a policy-by-policy basis. Any election to recapture by the Ceding Company if: a. and consent thereto of the Reinsurer shall each be irrevocable once made and will be binding on the relevant party. If recapture is deemed insolventeffective pursuant to this Section 13.01, (i) upon the Policy Recapture Effective Date with respect to a Reinsured Policy, the deferred annuity contract, including any amendments, riders or endorsements attached thereto, comprising such Reinsured Policy shall cease to be a Reinsured Policy under this Agreement and (ii) the Monthly Accounting Report or Quarterly Accounting Report, as applicable, first to be delivered pursuant to Section 9.01 after the applicable Policy Recapture Effective Date will reflect the Ceded Reserves with respect to Reinsured Policies recaptured as of the relevant Policy Recapture Effective Date in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] 9.03. 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, the “Recapture Effective Date” shall be: a. the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company shall recapture all of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement.

Recapture. 13.01 The 9.01 Business Reinsured under this Agreement will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.0412.04; b. the Reinsurer is delinquent on any material an undisputed amount due to the Ceding Company determined as described in accordance with Section 11.03 8.04, the Ceding Company has given the Reinsurer sixty (60) days written notice of its intent to recapture under the provisions of this Section, and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05applicable interest, within [REDACTED] days after by the Reinsurer receives end of the notice of such delinquency from the Ceding Companyperiod; c. the Reinsurer fails to provide a cure or to establish or maintain collateral which allows the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days)accordance with Article 7; or d. the Reinsurer’s BSCR Ratio as Reinsurer or its Affiliate fails to furnish the Required Collateral in accordance with Article 23, the Ceding Company has given the Reinsurer written notice of [REDACTED] is below [REDACTED] its intent to recapture under the provisions of this Section, and the Reinsurer has failed to provide furnish Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 the Ceding Company Required Collateral in accordance with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] Article 23 within [REDACTED] [REDACTED] two (2) Business Days of receiving notice. 13.02 9.02 In the event the Business Reinsured under this Agreement becomes eligible for recapture in accordance with Section 13.019.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, it shall notify the “Recapture Effective Date” shall be: a. Reinsurer in writing not less than thirty (30) days prior to the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of such recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 . If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company 9.01, it shall recapture all of the Business Reinsured, unless Reinsured under this Agreement. 9.03 Notwithstanding the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.babove, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement. Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 9.04 TERMINAL CASH SETTLEMENT CALCULATION. a. [REDACTED] b. [REDACTED] c. If the Terminal Cash Settlement calculated in either Paragraph a or b of Section 9.04 is positive, such amount shall be payable by the Reinsurer to the Ceding Company. If the Terminal Cash Settlement is negative, the absolute value of such amount shall be payable by the Ceding Company to the Reinsurer.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for (a) For a period of [REDACTED] one hundred and eighty (180) calendar days (or for a period following receipt of notice of the number occurrence of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01a Recapture Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured Risks ceded under this Agreement, by providing the Reinsurer with written notice of its intent to recapture within effect such a recapture; provided, however, that during the continuation of a Recapture Triggering Event described in clause (a) or (b) of the definition of “Recapture Triggering Event,” if the RBC Ratio of the Reinsurer or an Affiliate Retrocessionaire, as applicable, has further decreased at least [REDACTED***] [REDACTED] after percentage points below the applicable RBC Ratio set forth in clause (a) or (b) of the definition of “Recapture Triggering Event,” then for a period of one hundred and eighty (180) calendar days following receipt of notice of such decrease, the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company shall have the right (but not the obligation) to recapture all, and TR Renot less than all, Ltd. Annuity Reinsurance of the Reinsured Risks ceded under this Agreement Effective October 1, 2021 Page 19notwithstanding the expiration of the initial one hundred and eighty (180) calendar day period. (b) Any recapture pursuant to Section 13.01 has occurred. If 10.3(a) shall be effective (i) as of 11:59 p.m. (New York time) on the last Business Day of the calendar month during which the Ceding Company so elects delivers a Recapture Notice to recapturethe Reinsurer; provided, that if such Recapture Notice was delivered less than seven (7) calendar days prior to the end of such calendar month, then as of 11:59 p.m. (New York time) on the last Business Day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 10.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company of a notice of recapture to the Reinsurer) (the “Recapture Effective Date” shall be:”). a. the effective date of the insolvency of the Reinsurer, in case of (c) Following a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture10.3(a), subject to the satisfaction of payment obligations described in case of recapture pursuant to Section 13.01.b10.4, 13.01.c or 13.01d. 13.03 If (i) both the Ceding Company elects and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than the obligations under the provisions that expressly survive termination as provided in Section 10.2 and (ii) no Additional Consideration shall be payable to recapture in accordance the Reinsurer with Section 13.01:respect to the Reinsured Risks. a. (d) Notwithstanding the remedies contemplated by this Article X or the other Transaction Agreements, the Ceding Company shall recapture all may, in its sole discretion, require direct payment by the Reinsurer of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement any sum in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole default under this Agreement or any other Transaction Agreement or pursue any other remedy available to which the Ceding Company under may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this AgreementArticle X, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The 9.01 Business Reinsured under this Agreement will be eligible for recapture by the Ceding Company if: : a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; 12.04; b. the Reinsurer is delinquent on any material an undisputed amount due to the Ceding Company determined as described in accordance with Section 11.03 8.04, the Ceding Company has given the Reinsurer sixty (60) days written notice of its intent to recapture under the provisions of this Section, and the Reinsurer has failed to pay the undisputed amount due together with interest calculated applicable interest, by the end of the notice period; c. the Reinsurer fails to provide a cure or to establish or maintain collateral which allows the Ceding Company to take Credit in accordance with Section 11.05, within [REDACTED] days after Article 7; or d. the Reinsurer receives notice of such delinquency from or its Affiliate fails to furnish the Ceding Company; c. Required Collateral in accordance with Article 23, the Ceding Company is not permitted has given the Reinsurer written notice of its intent to take Reserve Credit as described in Section 10.01 for a period recapture under the provisions of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarterthis Section, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide furnish Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page> the Ceding Company Required Collateral in accordance with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] Article 23 within [REDACTED] [REDACTED] two (2) Business Days of receiving notice. 13.02 9.02 In the event the Business Reinsured under this Agreement becomes eligible for recapture in accordance with Section 13.019.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, it shall notify the “Recapture Effective Date” shall be: a. Reinsurer in writing not less than thirty (30) days prior to the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of such recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 . If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company 9.01, it shall recapture all of the Business Reinsured, unless Reinsured under this Agreement. 9.03 Notwithstanding the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.babove, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement. 9.04 [REDACTED] Principal First Reinsurance Agreement Between Hartford Life Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page> 9.05 TERMINAL CASH SETTLEMENT CALCULATION a. [REDACTED] b. [REDACTED] c. If the Terminal Cash Settlement calculated in either Paragraph a or b of Section 9.04 is positive, such amount shall be payable by the Reinsurer to the Ceding Company. If the Terminal Cash Settlement is negative, the absolute value of such amount shall be payable by the Ceding Company to the Reinsurer.

Recapture. 13.01 The Business Reinsured will be eligible for recapture by (a) During the Ceding Company if: a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; b. the Reinsurer is delinquent on any material undisputed amount due to the Ceding Company determined in accordance with Section 11.03 and the Reinsurer has failed to pay the undisputed amount due together with interest calculated in accordance with Section 11.05, within [REDACTED] days after the Reinsurer receives notice continuation of such delinquency from the Ceding Company; c. the Ceding Company is not permitted to take Reserve Credit as described in Section 10.01 for a period of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarter, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide the Ceding Company with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] within [REDACTED] [REDACTED] . 13.02 In the event the Business Reinsured becomes eligible for recapture in accordance with Section 13.01Recapture Triggering Event, the Ceding Company may shall have the right (but not the obligation) to recapture all, and not less than all, of the Business Reinsured reinsurance ceded under this Agreement by providing the Reinsurer with written notice of its intent to effect recapture (a “Recapture Notice”) In the case of a recapture for any Recapture Triggering Event other than a Recapture Triggering Event described in clause (d) of the definition of Recapture Triggering Event, the Recapture Notice shall be provided to the Reinsurer within [REDACTED] [REDACTED] one hundred eighty (180) calendar days after the Reinsurer has provided written notice to the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 such Recapture Triggering Event has occurred. If , (b) Any recapture pursuant to Section 7.3(a) shall be effective (i) as of 11:59 p.m. (Bellevue, Washington time) on the last calendar day of the calendar month during which the Ceding Company so elects delivers a Recapture Notice to recapturethe Reinsurer; provided, that if such Recapture Notice was delivered less than ten (10) Business Days prior to the end of such calendar month, then as of 11:59 p.m. (Bellevue, Washington time) on the last day of the following calendar month (unless an early effective date and time is necessary in order to effectuate the recapture prior to any loss of Reserve Credit hereunder, in which case any recapture pursuant to Section 7.3(a) shall be effective as of such earlier date and time) or (ii) on such later date and time as set forth in the Ceding Company’s Recapture Notice (provided such later date is the last day of a calendar month and is not later than ninety (90) calendar days following the delivery by the Ceding Company of a Recapture Notice to the Reinsurer) (the “Recapture Effective Date” shall be:”). a. the effective date of the insolvency of the Reinsurer, in case of (c) Following a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of recapture7.3(a), subject to the satisfaction of payment obligations described in case of recapture pursuant to Section 13.01.b7.4, 13.01.c or 13.01d. 13.03 If (i) both the Ceding Company elects and the Reinsurer will be fully and finally released from all rights and obligations under this Agreement in respect of the Reinsured Risks other than (x) the obligations under the provisions that expressly survive termination as provided in Section 7.2 and (y) liability of the Reinsurer for Reinsurer Extra-Contractual Obligations and (ii) no Additional Consideration shall be payable to recapture in accordance the Reinsurer with Section 13.01:respect to the Reinsured Risks and no Reinsured Liabilities shall be payable by the Reinsurer. a. (d) Notwithstanding the remedies contemplated by this Article VII or the other Transaction Agreements, the Ceding Company shall recapture all may, in its sole discretion, require direct payment by the Reinsurer of the Business Reinsured, unless the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement any sum in accordance with the terms of Article 22. Notwithstanding Section 13.01.b, recapture shall not be construed as the sole default under this Agreement or any other Transaction Agreement or pursue any other remedy available to which the Ceding Company under may be entitled hereunder or at law or in equity in lieu of exercising the remedies in this AgreementArticle VII, and it shall be no defense to any such claim that the Ceding Company might have had other recourse.

Recapture. 13.01 The 9.01 Business Reinsured under this Agreement will be eligible for recapture by the Ceding Company if: : a. the Reinsurer is deemed insolvent, in accordance with Section 15.04; 12.04; b. the Reinsurer is delinquent on any material an undisputed amount due to the Ceding Company determined as described in accordance with Section 11.03 8.04, the Ceding Company has given the Reinsurer sixty (60) days written notice of its intent to recapture under the provisions of this Section, and the Reinsurer has failed to pay the undisputed amount due together with interest calculated applicable interest, by the end of the notice period; c. the Reinsurer fails to provide a cure or to establish or maintain collateral which allows the Ceding Company to take Credit in accordance with Section 11.05, within [REDACTED] days after Article 7; or d. the Reinsurer receives notice of such delinquency from or its Affiliate fails to furnish the Ceding Company; c. Required Collateral in accordance with Article 23, the Ceding Company is not permitted has given the Reinsurer written notice of its intent to take Reserve Credit as described in Section 10.01 for a period recapture under the provisions of [REDACTED] days (or for a period of the number of days remaining in the then-current calendar quarterthis Section, if such period is shorter than [REDACTED] days); or d. the Reinsurer’s BSCR Ratio as of [REDACTED] is below [REDACTED] and the Reinsurer has failed to provide furnish Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page> the Ceding Company Required Collateral in accordance with evidence that the Reinsurer has restored its BSCR Ratio to at least [REDACTED] Article 23 within [REDACTED] [REDACTED] two (2) Business Days of receiving notice. 13.02 9.02 In the event the Business Reinsured under this Agreement becomes eligible for recapture in accordance with Section 13.019.01, the Ceding Company may recapture the Business Reinsured by providing the Reinsurer with written notice of its intent to recapture within [REDACTED] [REDACTED] after the Ceding Company becomes aware that an event described in ▇▇▇▇▇▇▇ Resolution Life Insurance Company and TR Re, Ltd. Annuity Reinsurance Agreement Effective October 1, 2021 Page 19 Section 13.01 has occurred. If the Ceding Company so elects to recapture, it shall notify the “Recapture Effective Date” shall be: a. Reinsurer in writing not less than thirty (30) days prior to the effective date of the insolvency of the Reinsurer, in case of a recapture pursuant to Section 13.01.a; or b. the date specified in the notice of recapture (which shall be a date at least ten (10) days following date of delivery of notice of such recapture), in case of recapture pursuant to Section 13.01.b, 13.01.c or 13.01d. 13.03 . If the Ceding Company elects to recapture in accordance with Section 13.01: a. the Ceding Company 9.01, it shall recapture all of the Business Reinsured, unless Reinsured under this Agreement. 9.03 Notwithstanding the Parties agree otherwise; and b. the Parties shall perform a Terminal Cash Settlement in accordance with the terms of Article 22. Notwithstanding Section 13.01.babove, recapture shall not be construed as the sole remedy available to the Ceding Company under this Agreement. 9.04 [REDACTED] Principal First Reinsurance Agreement Between Hartford Life and Annuity Insurance Company and Swiss Re Life & Health America Inc. Effective July 24, 2008 <Page> 9.05 TERMINAL CASH SETTLEMENT CALCULATION a. [REDACTED] b. [REDACTED] c. If the Terminal Cash Settlement calculated in either Paragraph a or b of Section 9.04 is positive, such amount shall be payable by the Reinsurer to the Ceding Company. If the Terminal Cash Settlement is negative, the absolute value of such amount shall be payable by the Ceding Company to the Reinsurer.