Common use of Adjustments and Withdrawals Clause in Contracts

Adjustments and Withdrawals. 1. Each Reinsurer agrees to maintain the Eligible Assets in such Reinsurer's Trust Account such that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater than the Security Amount with respect to such Reinsurer as of each Collateral Calculation Date. 2. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds the Outstanding Collateral Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, such Reinsurer shall, within five (5) Business Days following such Reinsurer becoming aware of such difference, deposit additional Eligible Assets in such Reinsurer's Trust Account equal to the amount of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% of the Security Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such Reinsurer). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; provided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Company or such Reinsurer, which amount(s) are not otherwise paid by such Reinsurer (whether directly to the Original Insured or through the Company) within five (5) Business Days following acceptance (including deemed acceptance) of the related Proof of Loss by the Company. In the event the amount withdrawn by the Original Insured from a Reinsurer's Trust Account is in excess of such Reinsurer's quota share of the actual amount finally determined to be due to the Original Insured under Article V(D) of the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the Policy. 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) any of the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or (ii) an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is equal to or less than an amount established pursuant to Section 3(b) of the applicable Trust Supplement, then the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account in accordance with Section 3(b) of the applicable Trust Supplement and subject to the conditions set forth therein.

Adjustments and Withdrawals. 1. Each Reinsurer agrees to maintain the Eligible Assets in such Reinsurer's ’s Trust Account such that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater than the Security Amount with respect to such Reinsurer as of each Collateral Calculation Date. 2. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds the Outstanding Collateral Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, such Reinsurer shall, within five (5) Business Days following such Reinsurer becoming aware of such difference, deposit additional Eligible Assets in such Reinsurer's ’s Trust Account equal to the amount of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% of the Security Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's ’s Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such Reinsurer). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; provided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's ’s Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's ’s Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's ’s quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Company or such Reinsurer, which amount(s) are not otherwise paid by such Reinsurer (whether directly to the Original Insured or through the Company) within five (5) Business Days following acceptance (including deemed acceptance) of the related Proof of Loss by the Company. In the event the amount withdrawn by the Original Insured from a Reinsurer's ’s Trust Account is in excess of such Reinsurer's ’s quota share of the actual amount finally determined to be due to the Original Insured under Article V(D) of the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the Policy. 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) any of the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or (ii) an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is equal to or less than an amount established pursuant to Section 3(b) of the applicable Trust Supplement, then the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account in accordance with Section 3(b) of the applicable Trust Supplement and subject to the conditions set forth therein.

Adjustments and Withdrawals. 1. Each The Trust Agreement shall provide that the amount of security provided by the Reinsurer agrees to maintain shall be adjusted following the end of each calendar quarter as follows. (a) If, at the end of a calendar quarter, the aggregate Book Value of the Eligible Assets held in such Reinsurer's the Trust Account is less than the Required Amount, then the Reinsurer shall, no later than 30 days following the end of such calendar quarter, transfer additional Eligible Assets to the Trust Account so that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater aggregate Book Value of the Eligible Assets held in the Trust Account is not less than the Security Required Amount with respect to following the end of such Reinsurer as of each Collateral Calculation Datecalendar quarter. 2(b) If, at the end of a calendar quarter, the Book Value of the Eligible Assets held in the Trust Account exceeds 100% of the Required Amount, then the Reinsurer may request for the Ceding Company’s approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) to withdraw the excess. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds Ceding Company approves the Outstanding Collateral Amount with respect to such Reinsurer as release of such Collateral Calculation Dateexcess amount in accordance with the immediately preceding sentence, thenit shall promptly instruct the Trustee to deliver such excess amount to the Reinsurer. (c) The Ceding Company may withdraw the assets held in the Trust Account at any time and from time to time, subject to Section 1(e) notwithstanding any other provisions of this Agreement, and assets withdrawn from such Trust Account shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Trust AgreementCeding Company, such Reinsurer shallincluding any liquidator, within five (5) Business Days following such Reinsurer becoming aware of such differencerehabilitator, deposit additional Eligible Assets in such Reinsurer's Trust Account equal to the amount of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% receiver or conservator of the Security Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such ReinsurerCeding Company). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; provided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Ceding Company or the Reinsurer; provided, however, that the Ceding Company (or any successor by operation of law of the Ceding Company, including any liquidator, rehabilitator, receiver or conservator of the Ceding Company) may only withdraw such assets for one or more of the following purposes: (i) to reimburse the Ceding Company for any undisputed Risks Reinsured paid by the Ceding Company to the extent not paid by the Reinsurer when due; (ii) to pay any other undisputed amounts that are due the Ceding Company under this Agreement to the extent not directly paid to the Ceding Company by the Reinsurer when due; and (iii) where the Ceding Company has received notification of termination of the Trust Account, and where the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged, to withdraw assets held in the Trust Account in an amount equal to such obligations and deposit such assets in a trust account established by the Ceding Company with any United States bank or trust company to be held in trust for such uses and purposes specified in Paragraphs 7(c)(i) and (ii) of this Article 7. (d) Any assets deposited into a trust account established pursuant to Paragraph 7(c)(iii) of this Article 7 and any interest or other earnings thereon shall be held in trust for the benefit of the Reinsurer, which amount(s) are not otherwise paid by such Reinsurer (whether directly subject to the Original Insured or through Ceding Company’s right to apply such assets to amounts due and payable by the Company) within five (5) Business Days following acceptance (including deemed acceptanceReinsurer to the Ceding Company under this Agreement for the sole purpose of funding the payments and reimbursements described in Paragraph 7(c) of this Article 7. The Reinsurer shall be entitled to any remaining assets in the related Proof of Loss by trust account when all the Company. In Reinsurer’s obligations under the event Agreement are liquidated and discharged. (e) The Ceding Company shall promptly return any amounts drawn on the amount withdrawn by the Original Insured from a Reinsurer's Trust Account is in excess of such Reinsurer's quota share the actual amounts required for Paragraphs 7(c)(i) and 7(c)(ii) of this Article 7. (f) The cost of the actual amount finally determined Trust Account shall be borne by the Reinsurer. The cost of the trust account maintained pursuant to be due to the Original Insured under Article V(DParagraph 7(c)(iii) of this Article 7 shall be borne by the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the PolicyCeding Company. 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) any of the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or (ii) an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is equal to or less than an amount established pursuant to Section 3(b) of the applicable Trust Supplement, then the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account in accordance with Section 3(b) of the applicable Trust Supplement and subject to the conditions set forth therein.

Adjustments and Withdrawals. 1. Each The Trust Agreement shall provide that the amount of security provided by the Reinsurer agrees to maintain shall be adjusted following the end of each calendar quarter as follows. (a) If, at the end of a calendar quarter, the aggregate Book Value of the Eligible Assets held in such Reinsurer's the Trust Account is less than the Required Amount, then the Reinsurer shall, no later than 30 days following the end of such calendar quarter, transfer additional Eligible Assets to the Trust Account so that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater aggregate Book Value of the Eligible Assets held in the Trust Account is not less than the Security Required Amount with respect to following the end of such Reinsurer as of each Collateral Calculation Datecalendar quarter. 2(b) If, at the end of a calendar quarter, the Book Value of the Eligible Assets held in the Trust Account exceeds 100% of the Required Amount, then the Reinsurer may request for the Ceding Company’s approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) to withdraw the excess. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds Ceding Company approves the Outstanding Collateral Amount with respect to such Reinsurer as release of such Collateral Calculation Dateexcess amount in accordance with the immediately preceding sentence, thenit shall promptly instruct the Trustee to deliver such excess amount to the Reinsurer. (c) The Ceding Company may withdraw the assets held in the Trust Account at any time and from time to time, subject to Section 1(e) notwithstanding any other provisions of this Agreement, and assets withdrawn from such Trust Account shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Trust AgreementCeding Company, such Reinsurer shallincluding any liquidator, within five (5) Business Days following such Reinsurer becoming aware of such differencerehabilitator, deposit additional Eligible Assets in such Reinsurer's Trust Account equal to the amount of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% receiver or conservator of the Security Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such ReinsurerCeding Company). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; provided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Ceding Company or such the Reinsurer; provided, which amount(s) are not otherwise paid however, that the Ceding Company (or any successor by such Reinsurer (whether directly to operation of law of the Original Insured Ceding Company, including any liquidator, rehabilitator, receiver or through conservator of the Ceding Company) within five (5) Business Days following acceptance (including deemed acceptance) may only withdraw such assets for one or more of the related Proof of Loss by the Company. In the event the amount withdrawn by the Original Insured from a Reinsurer's Trust Account is in excess of such Reinsurer's quota share of the actual amount finally determined to be due to the Original Insured under Article V(D) of the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the Policy.following purposes: 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) to reimburse the Ceding Company for any of undisputed Reinsured Liabilities paid by the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or Ceding Company to the extent not paid by the Reinsurer when due; (ii) to pay any other undisputed amounts that are due the Ceding Company under this Agreement or the Administrative Services Agreement to the extent not directly paid to the Ceding Company by the Reinsurer when due; and (iii) where the Ceding Company has received notification of termination of the Trust Account, and where the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged, to withdraw assets held in the Trust Account in an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is amount equal to such obligations and deposit such assets in a trust account established by the Ceding Company with any United States bank or less than an amount trust company to be held in trust for such uses and purposes specified in Sections 12.7(c)(i) and (ii). (d) Any assets deposited into a trust account established pursuant to Section 3(b12.7(c)(iii) and any interest or other earnings thereon shall be held in trust for the benefit of the applicable Trust SupplementReinsurer, then subject to the Original Insured Ceding Company’s right to apply such assets to amounts due and payable by the Reinsurer to the Ceding Company under this Agreement for the sole purpose of funding the payments and reimbursements described in Section 12.7(c). The Reinsurer shall allow be entitled to any remaining assets in the release to such Reinsurer of Assets from such trust account when all the Reinsurer's ’s obligations under the Agreement are liquidated and discharged. (e) The Ceding Company shall promptly return any amounts drawn on the Trust Account in accordance with Section 3(b) excess of the applicable actual amounts required for Sections 12.7(c)(i) and 12.7(c)(ii). (f) The cost of the Trust Supplement and subject Account shall be borne by the Reinsurer. The cost of the trust account maintained pursuant to Section 12.7(c)(iii) shall be borne by the conditions set forth thereinCeding Company.

Adjustments and Withdrawals. 1. Each The Trust Agreement shall provide that the amount of security provided by the Reinsurer agrees to maintain shall be adjusted following the end of each calendar quarter as follows. (a) If, at the end of a calendar quarter, the aggregate Book Value of the Eligible Assets held in such Reinsurer's the Trust Account is less than the Required Amount, then the Reinsurer shall, no later than 30 days following the end of such calendar quarter, transfer additional Eligible Assets to the Trust Account so that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater aggregate Book Value of the Eligible Assets held in the Trust Account is not less than the Security Required Amount with respect to following the end of such Reinsurer as of each Collateral Calculation Datecalendar quarter. 2(b) If, at the end of a calendar quarter, the Book Value of the Eligible Assets held in the Trust Account exceeds 100% of the Required Amount, then the Reinsurer may request for the Ceding Company’s approval (which shall not be unreasonably or arbitrarily withheld, conditioned or delayed) to withdraw the excess. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds Ceding Company approves the Outstanding Collateral Amount with respect to such Reinsurer as release of such Collateral Calculation Dateexcess amount in accordance with the immediately preceding sentence, then, subject to Section 1(e) of then the Trust Agreement, such Reinsurer Ceding Company shall, within five 15 calendar days from the date of its approval, instruct the Trustee to deliver such excess amount to the Reinsurer. (5c) Business Days following such Reinsurer becoming aware of such difference, deposit additional Eligible Assets The Ceding Company may withdraw the assets held in such Reinsurer's the Trust Account equal at any time and from time to time, notwithstanding any other provisions of this Agreement, and assets withdrawn from such Trust Account shall be utilized and applied by the amount Ceding Company (or any successor by operation of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% law of the Security Amount with respect to such Reinsurer as of such Collateral Calculation DateCeding Company, thenincluding any liquidator, subject to Section 1(e) rehabilitator, receiver or conservator of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such ReinsurerCeding Company). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; provided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Ceding Company or such the Reinsurer; provided, which amount(s) are not otherwise paid however, that the Ceding Company (or any successor by such Reinsurer (whether directly to operation of law of the Original Insured Ceding Company, including any liquidator, rehabilitator, receiver or through conservator of the Ceding Company) within five (5) Business Days following acceptance (including deemed acceptance) may only withdraw such assets for one or more of the related Proof of Loss by the Company. In the event the amount withdrawn by the Original Insured from a Reinsurer's Trust Account is in excess of such Reinsurer's quota share of the actual amount finally determined to be due to the Original Insured under Article V(D) of the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the Policy.following purposes: 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) to reimburse the Ceding Company for any of undisputed Reinsured Liabilities paid by the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or Ceding Company to the extent not paid by the Reinsurer when due; (ii) to pay any other undisputed amounts that are due the Ceding Company under this Agreement or the Administrative Services Agreement to the extent not directly paid to the Ceding Company by the Reinsurer when due; and (iii) where the Ceding Company has received notification of termination of the Trust Account, and where the Reinsurer’s obligations under this Agreement remain unliquidated and undischarged, to withdraw assets held in the Trust Account in an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is amount equal to such obligations and deposit such assets in a trust account established by the Ceding Company with any United States bank or less than an amount trust company to be held in trust for such uses and purposes specified in Sections 12.8(c)(i) and (ii). (d) Any assets deposited into a trust account established pursuant to Section 3(b12.8(c)(iii) and any interest or other earnings thereon shall be held in trust for the benefit of the applicable Trust SupplementReinsurer, then subject to the Original Insured Ceding Company’s right to apply such assets to amounts due and payable by the Reinsurer to the Ceding Company under this Agreement for the sole purpose of funding the payments and reimbursements described in Section 12.8(c). The Reinsurer shall allow be entitled to any remaining assets in the release to such Reinsurer of Assets from such trust account when all the Reinsurer's ’s obligations under the Agreement are liquidated and discharged. (e) The Ceding Company shall promptly return any amounts drawn on the Trust Account in accordance with Section 3(b) excess of the applicable actual amounts required for Sections 12.8(c)(i) and 12.8(c)(ii). (f) The cost of the Trust Supplement and subject Account shall be borne by the Reinsurer. The cost of the trust account maintained pursuant to Section 12.8(c)(iii) shall be borne by the conditions set forth thereinCeding Company.

Adjustments and Withdrawals. 1. Each Reinsurer agrees to maintain the Eligible Assets in such Reinsurer's ’s Trust Account such that the Outstanding Collateral Amount with respect to such Reinsurer shall be equal to or greater than the Security Amount with respect to such Reinsurer as of each Collateral Calculation Date. 2. If the Security Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds the Outstanding Collateral Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, such Reinsurer shall, within five (5) Business Days following such Reinsurer becoming aware of such difference, deposit additional Eligible Assets in such Reinsurer's ’s Trust Account equal to the amount of such difference. If, however, the Outstanding Collateral Amount with respect to any Reinsurer as of any Collateral Calculation Date exceeds 102% of the Security Amount with respect to such Reinsurer as of such Collateral Calculation Date, then, subject to Section 1(e) of the Trust Agreement, within five (5) Business Days following the Reinsurer's request, and upon verification of such amount by the Original Insured, the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account with an aggregate fair market value no greater than such excess (with all Excess Assets (as defined in such Reinsurer's ’s Trust Agreement) to be released to such Reinsurer prior to release of any Eligible Assets to such Reinsurer). In furtherance of the foregoing, the Original Insured shall undertake all actions that shall reasonably be necessary to allow such release of Assets, including, but not limited to, delivery of any notices that might be required by the trustee of the applicable Trust Account; providedp rovided, however, that the Original Insured shall only be required to allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account pursuant to this Article 12 - TRUST ACCOUNT subparagraph D(2) to the extent withdrawal by such Reinsurer is permitted under Section 7 of such Reinsurer's ’s Trust Agreement. 3. Subject to Article 22 - ASSUMPTION OF LIABILITY and Article 23 - ALTERNATE PAYEE, the Original Insured shall have the right to withdraw from a Reinsurer's ’s Trust Account, and each Reinsurer hereby agrees and permits the Original Insured to pay from its respective Trust Account, such Reinsurer's ’s quota share of any and all amount(s) owed by the Company to the Original Insured under Article V(D) of the Policy, without diminution because of insolvency on the part of the Company or such Reinsurer, which amount(s) are not otherwise paid by such Reinsurer (whether directly to the Original Insured or through the Company) within five (5) Business Days following acceptance (including deemed acceptance) of the related Proof of Loss by the Company. In the event the amount withdrawn by the Original Insured from a Reinsurer's ’s Trust Account is in excess of such Reinsurer's ’s quota share of the actual amount finally determined to be due to the Original Insured under Article V(D) of the Policy, which determination must be made by a court of competent jurisdiction in the event of a dispute unless the Original Insured, the Company and such Reinsurer mutually agree otherwise, the Original Insured shall promptly return to the applicable Trust Account the excess amount so withdrawn, and any such excess withdrawn amount shall accrue interest at the rate specified in Article V(D) of the Policy. 4. Notwithstanding anything contained herein to the contrary, if at any time prior to the occurrence of (i) any of the circumstances described in Article 8 - SPECIAL TERMINATION, paragraph A or (ii) an Insolvency Event, the Outstanding Collateral Amount with respect to any Reinsurer is equal to or less than an amount established pursuant to Section 3(b) of the applicable Trust Supplement, then the Original Insured shall allow the release to such Reinsurer of Assets from such Reinsurer's ’s Trust Account in accordance with Section 3(b) of the applicable Trust Supplement and subject to the conditions set forth therein.