Common use of Adjustment of Security and Withdrawals Clause in Contracts

Adjustment of Security and Withdrawals. Subject to Section 7.7, the amount of security provided by the Reinsurer shall be adjusted following the end of each Monthly Accounting Period to be equal to the Required Balance as of the end of such Monthly Accounting Period (such amounts to be calculated by the Reinsurer and a report thereof to be furnished to the Company no later than ten (10) Business Days following the end of such Monthly Accounting Period) as follows: (a) If the aggregate Value of the Eligible Assets held in the Trust Account at the end of any Monthly Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Accounting Period report, the Reinsurer shall, no later than ten (10) Business Days following delivery of the relevant report, transfer additional Eligible Assets to the Trust Account so that the aggregate Value of the Eligible Assets held in the Trust Account is not less than the Required Balance as of the end of such Monthly Accounting Period. (b) If the aggregate Value of the Eligible Assets in the Trust Account at the end of any Monthly Accounting Period exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period report, then the Reinsurer shall have the right to withdraw the excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, however, that after a Change in Control the 100% amount above shall become 102%. (c) The report required to be delivered by the Reinsurer as described in this Section 7.6 shall include a listing of each asset in the Trust Account and the Reinsurer Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Company may withdraw the assets held in the Trust Account only in accordance with the terms of the Trust Agreement to pay to the Company amounts that are (i) due to the Company from the Reinsurer under this Agreement, but not yet recovered from the Reinsurer, (ii) not the subject of a good faith dispute and (iii) not paid by the Reinsurer within ten (10) Business Days after the Reinsurer has received written notice of such failure to pay from the Company. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.

Adjustment of Security and Withdrawals. Subject to Section 7.74.7, the amount of security provided by the Reinsurer shall be adjusted following the end of each Monthly Quarterly Accounting Period to be equal to the Required Balance as of the end of such Monthly Quarterly Accounting Period (such amounts to be calculated by the Reinsurer and a report thereof to be furnished to the Ceding Company no later than ten the thirtieth (1030th) Business Days calendar day following the end of such Monthly Quarterly Accounting Period) as follows:. (a) If the aggregate Reinsurer Statutory Book Value of the Eligible Assets held in the Trust Account at the end of any Monthly Quarterly Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Quarterly Accounting Period report, the Reinsurer shall, no later than ten (10) Business Days following delivery of the relevant report, transfer additional Eligible Assets to the Trust Account so that the aggregate Reinsurer Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance as of the end of such Monthly Quarterly Accounting Period. (b) If the aggregate Reinsurer Statutory Book Value of the Eligible Assets in the Trust Account at the end of any Monthly Quarterly Accounting Period exceeds 100% of the Required Balance, calculated based on the most recent Monthly Quarterly Accounting Period report, then the Reinsurer shall have the right to withdraw the excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, however, that after a Change in Control the 100% amount above shall become 102%. (c) The report required to be delivered by the Reinsurer as described in this Section 7.6 4.6 shall include a listing of each asset in the Trust Account and the Reinsurer Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Monthly Quarterly Accounting PeriodPeriod and indicate if any such asset is not an Eligible Asset. (d) The Company may withdraw the assets held in the Trust Account only in accordance with the terms of the Trust Agreement to pay to the Company amounts that are (i) due to the Company from the Reinsurer under this Agreement, but not yet recovered from the Reinsurer, (ii) not the subject of a good faith dispute and (iii) not paid by the Reinsurer within ten (10) Business Days after the Reinsurer has received written notice of such failure to pay from the Company. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to ending after the Effective Time based on (i) the Required Balance as of the end of such Monthly Accounting Period (such amounts to be calculated by the Reinsurer as Administrator and a report thereof to be furnished to the Ceding Company in a report no later than ten thirty (1030) Business Days days following the end of such Monthly Accounting PeriodPeriod (the “Security Funding Reporting Date”) and (ii) the Fair Market Value and Book Value of Authorized Investments as of the end of such Accounting Period as furnished by the Reinsurer to the Ceding Company in a report no later than the Security Funding Reporting Date. The amount of security required to be held in the Trust Account shall be adjusted as follows: (ai) In the absence of a Reserve Credit Event or FMV Event: 1. If the aggregate Book Value of the Eligible Assets Authorized Investments held in the Trust Account at as of the end of any Monthly such Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets Authorized Investments to the Trust Account so that the aggregate Book Value of the Eligible Assets Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Book Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds the Required Balance, then the Reinsurer shall have the right to withdraw such excess in accordance with the procedures set forth in the Trust Agreement. (ii) Following the occurrence and during the continuance of an FMV Event but in the absence of a Reserve Credit Event: 1. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following the Security Funding Reporting Date, transfer additional Authorized Investments to the Trust Account so that the aggregate 46445052.5 1007063901v8 Fair Market Value of the Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds the Required Balance, then the Reinsurer shall have the right to withdraw such excess in accordance with the procedures set forth in the Trust Agreement and with the approval of the Ceding Company. The Ceding Company may not unreasonably or arbitrarily withhold, condition or delay its approval. (iii) Following the occurrence and during the continuance of a Reserve Credit Event: 1. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following the Security Funding Reporting Date, transfer additional Authorized Investments to the Trust Account so that the aggregate Fair Market Value of the Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds [REDACTED] of the Required Balance, then the Reinsurer shall have the right to withdraw assets in accordance with the procedures set forth in the Trust Agreement and with the approval of the Ceding Company. The Ceding Company may not unreasonably or arbitrarily withhold its approval. (b) In addition, as soon as is practicable, but not more than ten (10) Business Days following the date on which the Reinsurer becomes aware of the occurrence of an FMV Event or Reserve Credit Event that is continuing (unless the Ceding Company shall agree to a longer period, then by the end of such longer period), the Reinsurer shall deposit additional assets consisting of Authorized Investments in the Trust Account sufficient to ensure that the aggregate Fair Market Value of the Authorized Investments in the Trust Account is not less than the Required Balance as of the end last day of such Monthly the immediately prior Accounting Period. (b) If the aggregate Value of the Eligible Assets in the Trust Account at the end of any Monthly Accounting Period exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period report, then the Reinsurer shall have the right to withdraw the excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, however, that after a Change in Control the 100% amount above shall become 102%. (c) The report required to be delivered by the Reinsurer as described in this Section 7.6 5.7(a) shall include a listing of each asset in the Trust Account and the Reinsurer Statutory Book Fair Market Value and Fair Market Book Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Period and indicate if any such asset is not an Authorized Investment. In the event that the Ceding Company disagrees with the calculation of the Fair Market Value or Book Value of any Authorized Investment or whether any asset is an Authorized Investment as set forth in such report, the Ceding Company may withdraw 46445052.5 1007063901v8 deliver written notice to the assets held Reinsurer of such disagreement within ten (10) Business Days after receipt of such report and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Trust Account only in accordance with Parties shall be final and binding upon the terms Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Trust Agreement to pay to the Company amounts that are (i) due to the Company from the Reinsurer under this AgreementFair Market Value or Book Value, but not yet recovered from the Reinsureras applicable, (ii) not the subject of a good faith dispute and (iii) not paid by the Reinsurer any Authorized Investment or whether any asset is an Authorized Investment within ten (10) Business Days after the Reinsurer has received Ceding Company delivers written notice of any such failure to pay from the Company. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned disagreement to the Reinsurer, plus interestthe Parties shall jointly request the Independent Accounting Firm to determine the Fair Market Value or Book Value, compounded monthlyas applicable, at Oneof the disputed Authorized Investment or whether the disputed asset is an Authorized Investment as of the relevant date. The Independent Accounting Firm’s determination of the Fair Market Value or Book Value, as applicable, of the disputed Authorized Investment or whether the disputed asset is an Authorized Investment shall be final and binding upon the Parties. Each Party shall pay one-Month LIBOR plus 150 basis points from half of the Independent Accounting Firm’s fees, costs and including expenses associated with the date Independent Accounting Firm’s determination. After a final and binding resolution of withdrawal any dispute described in this Section 5.7(c) is reached, the Parties agree to but excluding make any necessary adjustments under Section 5.7(a) so that the date on which such excess withdrawal is returned to aggregate Fair Market Value or Book Value, as applicable, of the Authorized Investments held in the Trust AccountAccount is not less than the amount required pursuant to Section 5.7(a)(i), (ii) or (iii), as applicable.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to ending after the Effective Time based on (i) the Required Balance as of the end of such Monthly Accounting Period (such amounts to be calculated by the Reinsurer as Administrator and a report thereof to be furnished to the Ceding Company in a report no later than ten thirty (1030) Business Days days following the end of such Monthly Accounting PeriodPeriod (the “Security Funding Reporting Date”) and (ii) the Fair Market Value and Book Value of Authorized Investments as of the end of such Accounting Period as furnished by the Reinsurer to the Ceding Company in a report no later than the Security Funding Reporting Date. The amount of security required to be held in the Trust Account shall be adjusted as follows: (ai) In the absence of a Reserve Credit Event or FMV Event: 1. If the aggregate Book Value of the Eligible Assets Authorized Investments held in the Trust Account at as of the end of any Monthly such Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets Authorized Investments to the Trust Account so that the aggregate Book Value of the Eligible Assets Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Book Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds the Required Balance, then the Reinsurer shall have the right to withdraw such excess in accordance with the procedures set forth in the Trust Agreement. (ii) Following the occurrence and during the continuance of an FMV Event but in the absence of a Reserve Credit Event: 1. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following the Security Funding Reporting Date, transfer additional Authorized Investments to the Trust Account so that the aggregate Fair Market Value of the Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds the Required Balance, then the Reinsurer shall have the right to withdraw such excess in accordance with the procedures 1006844591v17 set forth in the Trust Agreement and with the approval of the Ceding Company. The Ceding Company may not unreasonably or arbitrarily withhold, condition or delay its approval. (iii) Following the occurrence and during the continuance of a Reserve Credit Event: 1. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period is less than the Required Balance, calculated based on the most recent report delivered by the Reinsurer under this Section 5.7, then the Reinsurer shall, no later than ten (10) Business Days following the Security Funding Reporting Date, transfer additional Authorized Investments to the Trust Account so that the aggregate Fair Market Value of the Authorized Investments held in the Trust Account is not less than the Required Balance. 2. If the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such Accounting Period exceeds [REDACTED] of the Required Balance, then the Reinsurer shall have the right to withdraw assets in accordance with the procedures set forth in the Trust Agreement and with the approval of the Ceding Company. The Ceding Company may not unreasonably or arbitrarily withhold its approval. (b) In addition, as soon as is practicable, but not more than ten (10) Business Days following the date on which the Reinsurer becomes aware of the occurrence of an FMV Event or Reserve Credit Event that is continuing (unless the Ceding Company shall agree to a longer period, then by the end of such longer period), the Reinsurer shall deposit additional assets consisting of Authorized Investments in the Trust Account sufficient to ensure that the aggregate Fair Market Value of the Authorized Investments in the Trust Account is not less than the Required Balance as of the end last day of such Monthly the immediately prior Accounting Period. (b) If the aggregate Value of the Eligible Assets in the Trust Account at the end of any Monthly Accounting Period exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period report, then the Reinsurer shall have the right to withdraw the excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, however, that after a Change in Control the 100% amount above shall become 102%. (c) The report required to be delivered by the Reinsurer as described in this Section 7.6 5.7(a) shall include a listing of each asset in the Trust Account and the Reinsurer Statutory Book Fair Market Value and Fair Market Book Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Period and indicate if any such asset is not an Authorized Investment. In the event that the Ceding Company disagrees with the calculation of the Fair Market Value or Book Value of any Authorized Investment or whether any asset is an Authorized Investment as set forth in such report, the Ceding Company may withdraw deliver written notice to the assets held Reinsurer of such disagreement within ten (10) Business Days after receipt of such report and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Trust Account only in accordance with Parties shall be final and binding upon the terms Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Trust Agreement to pay to the Company amounts that are (i) due to the Company from the Reinsurer under this AgreementFair Market Value or Book Value, but not yet recovered from the Reinsureras applicable, (ii) not the subject of a good faith dispute and (iii) not paid by the Reinsurer any Authorized Investment or whether any asset is an Authorized Investment within ten (10) Business Days after the Reinsurer has received Ceding Company delivers written notice of any such failure to pay from the Company. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned disagreement to the Reinsurer, plus interestthe Parties shall jointly request the 1006844591v17 Independent Accounting Firm to determine the Fair Market Value or Book Value, compounded monthlyas applicable, at Oneof the disputed Authorized Investment or whether the disputed asset is an Authorized Investment as of the relevant date. The Independent Accounting Firm’s determination of the Fair Market Value or Book Value, as applicable, of the disputed Authorized Investment or whether the disputed asset is an Authorized Investment shall be final and binding upon the Parties. Each Party shall pay one-Month LIBOR plus 150 basis points from half of the Independent Accounting Firm’s fees, costs and including expenses associated with the date Independent Accounting Firm’s determination. After a final and binding resolution of withdrawal any dispute described in this Section 5.7(c) is reached, the Parties agree to but excluding make any necessary adjustments under Section 5.7(a) so that the date on which such excess withdrawal is returned to aggregate Fair Market Value or Book Value, as applicable, of the Authorized Investments held in the Trust AccountAccount is not less than the amount required pursuant to Section 5.7(a)(i), (ii) or (iii), as applicable.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to calendar quarter after the date hereof based on (i) the Required Balance as of the end of such Monthly Accounting Period (such amounts to be calendar quarter calculated by the Reinsurer and a report thereof to be furnished to the Ceding Company in a report no later than ten forty-five (1045) Business Days days following the end of such Monthly Accounting Periodcalendar quarter (the “Security Funding Reporting Date”) and (ii) the Statutory Book Value or Fair Market Value, as applicable, of Eligible Assets as of the end of such calendar quarter as furnished by the Reinsurer to the Ceding Company in a report no later than the Security Funding Reporting Date. The amount of security held in the Trust Account shall be adjusted as follows: (a1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account at as of the end of any Monthly Accounting Period such calendar quarter is less than the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer under Section 6.8(a), the then Reinsurer shall, no later than ten seven (107) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance as of the end of such Monthly Accounting PeriodBalance. (b2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account at as of the end of any Monthly Accounting Period such calendar quarter exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer under Section 6.8(a), then the Reinsurer shall have the right to withdraw the such excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, however, provided that after a Change in Control the 100% amount above shall become 102%. (c) The report required to be delivered by ratio of the Reinsurer as described in this Section 7.6 shall include a listing of each asset in the Trust Account and the Reinsurer aggregate Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Company may withdraw the assets Eligible Assets held in the Trust Account only in accordance to the aggregate Fair Market Value of such assets will not increase as a result of such withdrawal other than de minimis increases associated with the terms removal of the Trust Agreement to pay to the Company amounts that are (i) due to the Company from the Reinsurer under this Agreement, but not yet recovered from the Reinsurer, (ii) not the subject of a good faith dispute and (iii) not paid by the Reinsurer within ten (10) Business Days after the Reinsurer has received written notice of such failure to pay from the Companycash or cash equivalents. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to after the Closing Date based on (1) the Required Balance as of the end of such Monthly Accounting Period and (such amounts to be calculated by 2) the Reinsurer Statutory Book Value and a report thereof to be furnished to the Company no later than ten (10) Business Days following Fair Market Value of Eligible Assets as of the end of such Monthly Accounting Period) , as applicable. The amount of security held in the Trust Account shall be adjusted as follows: (ai) In the absence of a FMV Triggering Event: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account at as of the end of any Monthly such Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer or the Ceding Company under Section 4.8(b) or Section 3.10(a)(v), the as applicable, then Reinsurer shall, no later than ten five (105) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance as of the end of such Monthly Accounting PeriodBalance. (b2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account at as of the end of any Monthly such Accounting Period exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer or the Ceding Company under Section 4.8(b) or Section 3.10(a)(v), as applicable, then the Reinsurer shall have the right to withdraw the such excess from the Trust Account in accordance with the terms of the Trust Agreement; provided, howeverthat, that after a Change in Control (x) the 100% amount above shall become 102%. ratio of the aggregate Fair Market Value of the Eligible Assets (cexcluding cash) The report required to be delivered by the Reinsurer as described in this Section 7.6 shall include a listing of each asset held in the Trust Account and to the Reinsurer aggregate Statutory Book Value of the Eligible Assets (excluding cash) in the Trust Account immediately following such withdrawal does not materially decline (as determined in accordance with Section 4.8(f)) as a result of such withdrawal and (y) following such withdrawal, (A) the aggregate Fair Market Value of each the Eligible Assets in the Trust Account is not less than the TA Required Fair Market Value Amount and (B) the assets in the Trust Account will comply with the Investment Guidelines. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such asset substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement; provided, that (x) the ratio of the aggregate Fair Market Value of the Eligible Assets (excluding cash) held in the Trust Account to the aggregate Statutory Book Value of the Eligible Assets (excluding cash) in the Trust Account immediately following such substitution does not materially decline (as determined in accordance with Section 4.8(f)) as a result of such substitution and (y) following such substitution, the assets in the Trust Account will comply with the Investment Guidelines. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Fair Market Value or Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of such Accounting Period is less than the relevant Monthly Accounting Period. Required Balance, calculated based on the most recent report delivered by the Reinsurer or the Ceding Company, as applicable, under Section 4.8(b) or Section 3.10(a)(v), as applicable, then Reinsurer shall, no later than five (d5) The Company may withdraw Business Days following the assets Security Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Fair Market Value and Statutory Book Value of the Eligible Assets held in the Trust Account only is not less than the Required Balance. (2) If the aggregate Fair Market Value and Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of such Accounting Period exceeds the Required Balance, calculated based on the most recent report delivered by the Reinsurer or the Ceding Company, as applicable, under Section 4.8(b) or Section 3.10(a)(v), as applicable, then the Reinsurer shall have the right to withdraw such excess in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned. (3) If the Reinsurer seeks to pay cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the Company amounts that are (i) due aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and an aggregate Statutory Book Value at least equal to the Company from aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and immediately following such substitution, the assets in the Trust Account will comply with the Investment Guidelines, then the Reinsurer under this Agreementshall have the right to cause the Trustee to effect such substitution, but solely during the continuation of a Reserve Credit Funding Event, only with the prior written consent of the Ceding Company, which consent shall not yet recovered from be unreasonably withheld, delayed or conditioned. For any substitution that does not require the Ceding Company’s consent, the Reinsurer shall provide written notice to the Ceding Company of such substitution within two (2) Business Days after such substitution. (b) The Reinsurer shall furnish a report (each, a “Quarterly Report”) to the Ceding Company no later than ten (10) Business Days following the end of each Accounting Period (the “Security Funding Reporting Date”). (c) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 4.8(a). in the event that the Parties disagree with the calculation of the Required Balance or any valuation of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset, (ii) not either Party may deliver written notice to the subject other Party of a such disagreement and the Parties shall attempt in good faith dispute and to resolve such disagreement. (iiid) not paid Any resolution as to disagreements arising under Section 4.8(c) agreed to in writing by the Reinsurer Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within ten (10) Business Days after the Reinsurer has received either Party delivers written notice of any such failure disagreement to pay the other Party, the Parties shall jointly request (A) the Independent Accountant to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Economic Reserves and the Statutory Reserves or (B) with respect to the calculation of the Economic Reserves and the Statutory Reserves, the Independent Actuary, to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.6. The Independent Accountant’s determination of the Required Balance (other than with respect to the calculation of the Economic Reserves or the Statutory Reserves) and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Economic Reserves and the Statutory Reserves shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accountant and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from Independent Accountant’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 4.8(d) is reached, the CompanyParties agree to promptly make any necessary adjustments under Section 4.8(a) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 4.8(a)(i) or 4.8(a)(ii), as applicable. (e) The amount Reinsurer shall keep full and complete records of any withdrawal all withdrawals by the Reinsurer from the Trust Account in excess of amounts permitted under Account. Upon the terms reasonable written request of the Trust Agreement shall be held in trust by the Company and maintained in a segregated accountCeding Company, separate and apart from the assets of the Company for the benefit of but not more than once per calendar quarter, the Reinsurer and promptly returned to shall provide the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points Ceding Company a report of withdrawals from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.; provided, that such reporting requirement shall be deemed satisfied if the Ceding Company has on-line information access of all deposits and withdrawals from the Trust Account. (f)

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to calendar quarter based on (x) the Required Balance Amount as of the end of such Monthly Accounting Period (such amounts to be calendar quarter calculated by the Reinsurer Ceding Company and a report thereof to be furnished to the Company Reinsurer in a report no later than ten twenty (1020) Business Days calendar days following the end of such Monthly Accounting Periodcalendar quarter (the “Security Funding Reporting Date”) and (y) the aggregate Statutory Book Value or Fair Market Value, as applicable, of Authorized Investments and the face amount of any Letters of Credit as of the end of such calendar quarter as furnished by the Reinsurer to the Ceding Company in the report for the final month in such calendar quarter in accordance with Section 4.4(b). The amount of security held in the Trust Account shall be adjusted as follows: (ai) If So long as no RBC Ratio Event has occurred and is continuing for one (1) or more calendar quarters following the calendar quarter in which the Event Reference Date occurs and no FMV Triggering Event has occurred and is continuing, if the aggregate Statutory Book Value of the Eligible Assets Authorized Investments held in the Trust Account at as of the end of any Monthly Accounting Period such calendar quarter is less than the Required BalanceAmount, calculated based on the most recent Monthly Accounting Period reportreports delivered by the Ceding Company and the Reinsurer under this Section 4.7, the then Reinsurer shall, no later than ten fifteen (1015) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets Authorized Investments to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets Authorized Investments held in the Trust Account is not less than the Required Balance Amount. (ii) In the event that an RBC Ratio Event has occurred and has continued for one (1) or more calendar quarters following the calendar quarter in which the Event Reference Date occurs, during the continuation of such RBC Ratio Event: (A) If (1) the aggregate Statutory Book Value of the Authorized Investments held in the Trust Account as of the end of such Monthly Accounting Periodcalendar quarter is less than the Required Amount, or (2) (x) the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such calendar quarter, plus (y) the face amount of any Letters of Credit in the Trust Account (up to the LOC Permitted Amount) is less than ninety percent (90%) of the General Account Statutory Reserves, in each case of (1) and (2) calculated based on the most recent reports delivered by the Ceding Company and the Reinsurer under this Section 4.7, then the Reinsurer shall, no later than fifteen (15) Business Days following the Security Funding Reporting Date, (aa) transfer additional Authorized Investments to the Trust Account (up to the LOC Permitted Amount) so that the aggregate Statutory Book Value of the Authorized Investments held in the Trust Account is not less than the Required Amount and (bb) transfer additional Authorized Investment and/or increase the face amount of any Letters of Credit held in the Trust Account so that the aggregate Fair Market Value of the Authorized Investments plus the face amount of any Letters of Credit held in the Trust Account is not less than ninety percent (90%) of the General Account Statutory Reserves; provided, however, that solely in satisfying the Reinsurer’s obligation to hold in the Trust Account Authorized Investments and Letters of Credit having an aggregate Fair Market Value at least equal to ninety percent (90%) of the General Account Statutory Reserves, the Reinsurer shall not be required to provide Letters of Credit or deposit into the Trust Account Authorized Investments having an aggregate Fair Market Value of more than (I) fifty million dollars ($50,000,000) in the aggregate during the first calendar quarter of such requirement or (II) one hundred million dollars ($100,000,000) in the aggregate during each subsequent calendar quarter during which the RBC Ratio Event is continuing. (B) In the event that the Reinsurer has cured the event or condition giving rise to an RBC Ratio Event, the provisions of this Section 4.7(a)(ii) shall cease to be applicable and the provisions of Section 4.7(a)(i) shall govern. (iii) During the continuation of an FMV Triggering Event, if the aggregate Fair Market Value of the Authorized Investments held in the Trust Account as of the end of such calendar quarter is less than the Required Amount, calculated based on the most recent report delivered by the Reinsurer under this Section 4.7, then the Reinsurer shall, no later than fifteen (15) Business Days following the Security Funding Reporting Date, transfer additional Authorized Investments and, subject to Applicable Law, Letters of Credit to the Trust Account so that the aggregate Fair Market Value of the Authorized Investments held in the Trust Account plus the face amount of any Letters of Credit held in the Trust Account (up to the LOC Permitted Amount) is not less than the Required Amount. (b) If the aggregate Statutory Book Value or, during the continuation of an FMV Triggering Event the Fair Market Value, of the Eligible Assets Authorized Investments held in the Trust Account at as of the end of any Monthly Accounting Period calendar quarter exceeds 100% of the Required Balance, calculated based on the most recent Monthly Accounting Period reportAmount, then the Reinsurer shall have the right to withdraw the excess from the Trust Account right, in accordance with the terms of the Trust Agreement, to withdraw such excess; provided, howeverthat, (i) if no FMV Triggering Event has occurred and is continuing, for purposes of this Section 4.7(b), then the Reinsurer shall not be permitted to withdraw assets with an aggregate Fair Market Value in excess of twenty million dollars ($20,000,000) for such calendar quarter without the Ceding Company’s prior written consent as to the amount of such withdrawal and the composition of such assets, such consent not to be unreasonably withheld, conditioned or delayed, (ii) the Authorized Investments held in the Trust Account following such withdrawal will continue to comply with the Investment Guidelines or, in the event that after a Change such Authorized Investments are out of compliance with the Investment Guidelines immediately prior to such withdrawal, such withdrawal will not result in Control any further deviation from the 100% Investment Guidelines and (iii) in the event that an RBC Ratio Event has occurred and is continuing for one or more calendar quarters, the aggregate Fair Market Value of the Authorized Investments plus the face amount above shall become 102of any Letters of Credit held in the Trust Account following such withdrawal will not be less than ninety percent (90%) of the General Account Statutory Reserves. (c) The report required to be delivered by the Reinsurer as described in this Section 7.6 4.4 shall include a listing of each asset in the Trust Account and the Reinsurer Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Company may withdraw calendar month and indicate if any such asset is not an Authorized Investment. In the assets held in the Trust Account only in accordance with the terms of the Trust Agreement to pay to the Company amounts event that are (i) due to the Company from the Reinsurer under this Agreementdisagrees with the calculation of the Required Amount, but not yet recovered from the Reinsurer, or (ii) not the subject Ceding Company disagrees with the calculation of a the Statutory Book Value or Fair Market Value of any Authorized Investment or whether any asset is an Authorized Investment as set forth in such report, the disagreeing Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith dispute and (iii) not paid to resolve such disagreement. Any resolution agreed to in writing by the Reinsurer Parties shall be final and binding upon the Parties. If the Parties are unable to resolve such disagreement within ten (10) Business Days after the Reinsurer has received delivery of written notice of any such failure disagreement, the Parties shall jointly request the Transaction Consultant to determine the disputed matter. The Transaction Consultant’s determination of the disputed matter shall be final and binding upon the Parties. Each Party shall pay from one-half (1/2) of the CompanyTransaction Consultant’s fees, costs and expenses associated with the Transaction Consultant’s determination. After a final and binding resolution of any dispute described in this Section 4.7(c) is reached, the Parties agree to make any necessary adjustments under Section 4.7(a) so that the aggregate Statutory Book Value or Fair Market Value, as applicable, of the Authorized Investments held in the Trust Account is not less than the amount required pursuant to Section 4.7(a)(i), (ii) or (iii), as applicable. (ed) The amount Reinsurer shall promptly notify the Ceding Company of any withdrawal from change in the Trust Account methodologies used in excess of amounts permitted under determining the terms Fair Market Value of the Trust Agreement shall be Authorized Investments held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the (a) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted following the end of each Monthly Accounting Period to be equal to calendar month after the Effective Time based on (1) the Required Balance as of the end of such Monthly Accounting Period calendar month and (such amounts to be calculated by 2) the Reinsurer and a report thereof to be furnished to the Company no later than ten (10) Business Days following Fair Market Value, of Eligible Assets as of the end of such Monthly Accounting Periodcalendar month. (i) The amount of security held in the Trust Account shall be adjusted as follows: (aA) If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account at as of the end of any Monthly Accounting Period such calendar month is less than the Trust Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer or the Ceding Company, the under Section 4.9(b) or Section 4.9(c), as applicable, then Reinsurer shall, no later than ten five (105) Business Days following delivery of the relevant reportSecurity Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than the Trust Required Balance Balance. Such transfer may be funded by a transfer from the Working Account if such transfer is permitted under Section 4.9(a)(ii)(B) with respect to the same calendar month. (B) If the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of such Monthly Accounting Period. calendar month exceeds an amount equal to (b1) If the aggregate Value of the Eligible Assets in the Trust Account at the end of any Monthly Accounting Period exceeds 100% of the Trust Required Balance, calculated based on the most recent Monthly Accounting Period reportreport delivered by the Reinsurer or the Ceding Company, under Section 4.9(b) or Section 4.9(c), as applicable, plus (2) the Fair Market Value of the Eligible Assets to be transferred to the Working Account pursuant to Section 4.9(a)(ii)(A), then the Ceding Company shall, within five (5) Business Days following the Security Funding Reporting Date, direct the Trustee to transfer such excess to the Reinsurer. (ii) The amount of security held in the Working Account shall be adjusted as follows: (A) If the aggregate Fair Market Value of the Eligible Assets held in the Working Account as of the end of such calendar month is less than the Working Account Permitted Balance, calculated based on the most recent report delivered by the Reinsurer or the Ceding Company, under Section 4.9(b) or Section 4.9(c), as applicable, then the Ceding Company shall, no later than five (5) Business Days following the Security Funding Reporting Date, direct the Trustee to transfer additional Eligible Assets to the Working Account so that the aggregate Fair Market Value of the Eligible Assets held in the Working Account is not less than the Working Account Permitted Balance. (B) If the aggregate Fair Market Value of the Eligible Assets held in the Working Account as of the end of such calendar month exceeds 100% of the Working Account Permitted Balance, calculated based on the most recent report delivered by the Reinsurer or the Ceding Company, under Section 4.9(b) or Section 4.9(c), as applicable, then the Reinsurer shall have the right to withdraw such excess (1) to the excess from extent necessary for the aggregate Fair Market Value of the Eligible Assets held in the Trust Account in accordance with the terms of to equal the Trust Agreement; providedRequired Balance, howeversolely for deposit by the Reinsurer into the Trust Account (after giving effect to the other adjustments contemplated by this Section 4.9) and (2) to the extent such excess is not required to be deposited into the Trust Account pursuant to the foregoing clause (1), that after a Change in Control the 100% amount above shall become 102%its sole and absolute discretion. (cb) The report required Subject to be delivered by Section 4.9(c) below, the Reinsurer as described in this Section 7.6 shall furnish, or cause the Administrator to furnish, a report (each, a “Monthly Report”) to the Ceding Company no later than seven (7) Business Days following the end of each calendar month (the “Security Funding Reporting Date”). Each Monthly Report shall include working papers supporting the determination of the Required Balance and a listing of each asset in the Trust Account and the Reinsurer Statutory Book Value and Working Account setting forth the Fair Market Value of each such asset as of the end of the relevant Monthly Accounting PeriodPeriod and indicating if any such asset is not an Eligible Asset. In the event that the Ceding Company disagrees with the Reinsurer’s calculation of the Required Balance or of the Fair Market Value of any Eligible Asset or whether any asset is an Eligible Asset as set forth in such report, the Ceding Company may deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (dc) The In the event that the Ceding Company may withdraw is responsible for calculating the assets held Required Balance pursuant to Section 4.2(c), the Ceding Company shall deliver to the Reinsurer a report no later than seven (7) Business Days following the end of each calendar month for any such month in which the Trust Account only in accordance with Ceding Company shall calculate the terms Required Balance, a report setting forth its calculation of the Trust Agreement to pay to Required Balance (the “Ceding Company amounts Required Balance Report”). The Reinsurer shall cooperate and assist the Ceding Company in calculating the Required Balance and otherwise preparing the Ceding Company Required Balance Reports. For any month in which the Ceding Company shall deliver a Ceding Company Required Balance Report, the Security Funding Reporting Date shall be a date that are is seven (i7) due to the Company from the Reinsurer under this Agreement, but not yet recovered from the Reinsurer, (ii) not the subject of a good faith dispute and (iii) not paid Business Days following receipt by the Reinsurer within ten (10) Business Days after of the Ceding Company Required Balance Report. In the event that the Reinsurer has received disagrees with the Ceding Company’s calculation of Required Balance, the Reinsurer may deliver written notice to the Ceding Company of such failure disagreement and the Parties shall attempt in good faith to pay from the Companyresolve such disagreement. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding the date on which such excess withdrawal is returned to the Trust Account.

Adjustment of Security and Withdrawals. Subject to Section 7.7, the The amount of security required to be provided by the Reinsurer shall be adjusted following the end of each Monthly Accounting Period to be equal to based on the Required Balance as of the end of such Monthly Accounting Period (such amounts to be calculated by the Reinsurer and a report thereof to be furnished to the Ceding Company no later than ten the twentieth (1020th) Business Days Day following the end of such Monthly Accounting Period) and the Statutory Book Value or the Fair Market Value, as applicable, of Eligible Assets then in the Trust Account and will be further adjusted as follows: (a) Prior to the occurrence of a Triggering Event or a Reserve Credit Event: (i) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account at the end of any Monthly Accounting Period is less than the Required Balance, calculated based on the most recent Monthly Accounting Period report, the Reinsurer shall, no later than ten five (105) Business Days calendar days following delivery of the date on which the relevant reportreport is required to be delivered pursuant to this Section 4.6, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than the Required Balance as of the end of such Monthly Accounting PeriodBalance. (bii) Any Recoverables assigned to the Reinsurer pursuant to Section 3.2 shall be paid directly to the Reinsurer. (iii) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account at the end of any Monthly Accounting Period exceeds 100% one hundred and two percent (102%) of the Required Balance, calculated based on the most recent Monthly Accounting Period report, then the Reinsurer shall have the right to withdraw the excess from upon notice to the Trust Account in accordance with the terms of the Trust Agreement; provided, however, that after a Change in Control the 100% amount above shall become 102%Ceding Company. (cb) The report required to be delivered by Following the Reinsurer as described in this Section 7.6 shall include occurrence of a listing of each asset in Triggering Event or a Reserve Credit Event: (i) If the Trust Account and the Reinsurer Statutory Book Value and aggregate Fair Market Value of each such asset as of the end of the relevant Monthly Accounting Period. (d) The Company may withdraw the assets Eligible Assets held in the Trust Account only in accordance with at the terms end of any Accounting Period is less than the Trust Agreement to pay to Required Balance, calculated based on the Company amounts that are (i) due to the Company from most recent Accounting Period report, the Reinsurer under this Agreementshall, but not yet recovered from the Reinsurer, no later than five (ii5) not the subject of a good faith dispute and (iii) not paid by the Reinsurer within ten (10) Business Days after the Reinsurer has received written notice of such failure to pay from the Company. (e) The amount of any withdrawal from the Trust Account in excess of amounts permitted under the terms of the Trust Agreement shall be held in trust by the Company and maintained in a segregated account, separate and apart from the assets of the Company for the benefit of the Reinsurer and promptly returned to the Reinsurer, plus interest, compounded monthly, at One-Month LIBOR plus 150 basis points from and including the date of withdrawal to but excluding calendar days following the date on which such excess withdrawal the relevant report is returned required to be delivered pursuant to this Section 4.6, transfer additional Eligible Assets to the Trust AccountAccount so that the aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than the Required Balance. (ii) Any Recoverables assigned to the Reinsurer pursuant to Section