Common use of Reserve Credit Trust Agreement Clause in Contracts

Reserve Credit Trust Agreement. A. The Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. The Reinsurer shall deposit Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a fair market value equal to the “Reserve Credit Required Balance,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the fair market value of the assets in the Segregated Account, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and investments of the type permitted by Ohio statutes for the purpose of securing reserve credit for reinsurance (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; and (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(i) through (iv) above shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(i), (ii) and (iii) above ( the “Segregated Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C) consist of Qualifying Assets. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination and approval by the Ceding Company, the Ceding Company will return to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the Segregated Account exceeds 102% of the Reserve Credit Required Balance, calculated based on the most recent Quarterly Accounting Report, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.

Reserve Credit Trust Agreement. A. (a) The Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. .” The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. (b) The Reinsurer shall deposit Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a fair market value equal to the “Reserve Credit Required Balance,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the fair market value of the any assets in the Segregated AccountAccounts, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement, including the investment guidelines agreed by the parties and as amended from time to time. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and investments of the type permitted by Ohio statutes for the purpose of securing reserve credit for reinsurance Nebraska Code Sections 44-5132 through 44-5133 and Sections 44-5137 through 44-5141 (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity. C. (c) Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any time and any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to pay or reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to pay or reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses claims paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay or reimburse the Ceding Company for any other amounts which necessary to secure the credit or reduction from liability for reinsurance taken by the Ceding Company claims are due under this Agreement; and; (iv) to fund an account with where the Ceding Company in an amount at least has received notification of termination of the Reserve Credit Trust Account and where the Reinsurer’s entire obligation under this Agreement remains unliquidated and undischarged ten (10) calendar days prior to the termination date, to withdraw amounts equal to the deductionReinsurer’s share of liabilities, for reinsurance ceded, from to the Ceding Company’s extent that the liabilities for have not yet been funded by the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reservesReinsurer. The Ceding Company shall immediately promptly return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(ic)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean Any assets withdrawn in excess of the amount of any deposits into the Segregated Account minus any withdrawals actual amounts required for purposes of this section C items Paragraphs (ic)(i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), or any assets withdrawn pursuant to Paragraph (c)(iv) by the Ceding Company pursuant to Paragraphs (C)(i) through (iv) above and any interest or other earnings thereon shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(ic)(i), (ii) and (iii) above ( the “Segregated Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C(c) consist of Qualifying Assets. In For amounts withdrawn in excess of the actual amounts required for Paragraphs (c)(i) through (iii) and for amounts withdrawn pursuant to Paragraph (c)(iv) and held by the Ceding Company, the Ceding Company shall pay interest in cash to the Reinsurer on the amount withdrawn at a rate equal to the then current prime rate or the rate permitted by an arbitration panel operating under Article X of this Agreement, whichever is greater. Except as otherwise stated in this Agreement, in the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately promptly provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination Agreement and approval by return of the Ceding Company, the Ceding Company will return Reserve Credit Trust Assets to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If (d) The amount that the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the fair market value of any assets in the Segregated Account Accounts, exceeds 102% [XXX]% of the Reserve Credit Required Balance, Balance calculated based on the most recent Quarterly Accounting Reportstatement of the actual Reserve Credit Required Balance provided by the Ceding Company as set forth under Article IV, then Paragraph 3 below is defined as the “Excess Collateral Amount.” The Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess Excess Collateral Amount from the Reserve Credit Trust Account or the Segregated Account Accounts or reduce the principal amount of such Letter of Credit in an amount equal to the excessExcess Collateral Amount. In the event the Ceding Company does not provide such written approval for the release to the Reinsurer of the Excess Collateral Amount (or lesser amount as requested by the Reinsurer), within seven (7) business days of receipt of written request from the Reinsurer, then an amount shall be payable by the Ceding Company to the Reinsurer calculated as follows: (i) the Excess Collateral Amount (or lesser amount as requested by the Reinsurer) multiplied by a rate equal to [XXX] bps divided by three-hundred-sixty-five (365), times (ii) the number of days from and including the eighth (8th) business day after receipt of the written request from the Reinsurer until and including the date on which the Ceding Company provides the requested written approval. Any amount payable hereunder shall be included as part of the Ceding Company’s Net Settlement Amount shown on Schedule B for the applicable Accounting Periods.

Reserve Credit Trust Agreement. A. The Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. The Reinsurer shall deposit Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a fair market value equal to the “Reserve Credit Required Balance,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the fair market value of the assets in the Segregated Account, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. EXECUTION VERSION The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and investments of the type permitted by Ohio statutes for the purpose of securing reserve credit for reinsurance (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes:: EXECUTION VERSION (i) to reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; and (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the EXECUTION VERSION interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(i) through (iv) above shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(i), (ii) and (iii) above ( the “Segregated Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C) consist of Qualifying Assets. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination and approval by the Ceding Company, the Ceding Company will return to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the Segregated Account EXECUTION VERSION exceeds 102% of the Reserve Credit Required Balance, calculated based on the most recent Quarterly Accounting Report, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.

Reserve Credit Trust Agreement. A. The In 2013, the Ceding Company and the Reinsurer will enter entered into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the The trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. The Reinsurer shall deposit and maintain Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a an aggregate fair market value equal to the “Reserve Credit Required BalanceCollateral,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the aggregate fair market value of the any assets held in the Segregated Reinsurance Funds Account, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and dollars, investments of the type permitted by Ohio applicable Indiana statutes for and regulations, and the purpose Statement of securing reserve credit for reinsurance Investment Policy attached to the Reserve Credit Trust Agreement (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from of the Reinsurer or any other entity. [REDACTED] For purposes of this Agreement, the Required Collateral shall equal: [REDACTED]Any amounts in excess of [REDACTED] of the Required Collateral, as determined under Paragraph B.(iii) above, shall be due and returned to the Reinsurer by the [REDACTED] business day of January following the end of the years listed in Paragraph B.(iii).c above. The Ceding Company shall pay a fee to the Reinsurer as an additional amount of Reinsurance Premium, equal to the Delayed Interest Rate, as defined in Article VI, Paragraph 7, multiplied by such excess amount pro-rated for the period for which such amount is overdue. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; and (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(i) through (iv) above shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(i), (ii) and (iii) above ( the “Segregated Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C) consist of Qualifying Assets. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination and approval by the Ceding Company, the Ceding Company will return to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the Segregated Account exceeds 102% of the Reserve Credit Required Balance, calculated based on the most recent Quarterly Accounting Report, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.

Reserve Credit Trust Agreement. A. The (a) On the date of execution hereof, the Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, ) and fund the trust account created thereunder will be as provided herein. The trust account created thereunder is herein referred to as the “Reserve Credit Trust Account” and the assets Qualifying Assets (as defined below) held in the trust account created thereunder will be are herein referred to as “Reserve Credit Trust Assets”. .” The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. (b) The Reinsurer shall deposit Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a fair market value equal to the “Reserve Credit Required Balance,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the fair market value of the any assets in the Segregated AccountAccounts, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Periodvalue. The fair market value will be determined by the Trustee trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and investments of the type permitted by Ohio applicable Arizona statutes for and regulations and the purpose of securing reserve credit for reinsurance Investment Policy as attached to the Reserve Credit Trust Agreement (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Article IV, Paragraph 5 below4 herein. Prior to depositing assets Qualifying Assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity. C. (c) Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any time and any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and Account shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; , only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, Rider fees and charges returned to the owners of the Riders reinsured under this Agreement on account because of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under Company pursuant to the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; and (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities liability for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy Rider reserves, claims, and losses incurred (including losses incurred but not reported)incurred, loss adjustment expenses expenses, and unearned premium reserves. The Ceding Company shall immediately promptly return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(ic)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(ic)(i) through (iii), any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(ic)(i) through (iv) above and not so applied and any interest or other earnings thereon shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereofhereof (such account, the “Segregated Account”) for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(ic)(i), (ii) and (iii) above ( the “Segregated Account”)above. The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C(c) consist of Qualifying AssetsAssets in accordance with its fiduciary obligations as trustee with respect to such amounts. In For withdrawals by the event of termination of Ceding Company pursuant to Paragraph (c)(iv), the Ceding Company shall pay interest in cash to the Reinsurer on the amount withdrawn at a rate equal to the then current prime rate. Following the Terminal Accounting Settlement under this Agreement Agreement, or if the Reserve Credit Trust Account is otherwise no longer required under this Agreement, the Ceding Company will immediately shall promptly provide its approval of the termination of the Reserve Credit Trust Agreement. Except Agreement and return of the Reserve Credit Trust Assets to the Reinsurer. (d) If, as provided of any Reinsurer Trust Funding Date (as defined in Article VII, Paragraph 3b, upon such termination and approval by the Ceding Company3 below), the Ceding Company will return to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If sum of (i) the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus (ii) if applicable, the principal amount of the Letter of Credit, plus (iii) if applicable, the fair market value of any assets in the Segregated Account Accounts (such sum the “Collateral Balance”) exceeds the greater of (x) 102% of the Gross Minus Net Reserve (as defined herein) for the applicable Accounting Period and (y) the Reserve Credit Required BalanceBalance required to be funded as of such Reinsurer Trust Funding Date in accordance with Paragraph 3 below (the amount of such excess, calculated based on the most recent Quarterly Accounting Report“Excess Collateral Amount”), then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayedwithheld) from the Ceding Company to withdraw up to the excess Excess Collateral Amount as of such Reinsurer Trust Funding Date from the Reserve Credit Trust Account or the Segregated Account Accounts or reduce the principal amount of such Letter of Credit in an amount less than or equal to the excessExcess Collateral Amount. For the avoidance of doubt, the Ceding Company’s failure to consent to the withdrawal of the Excess Collateral Amount shall not be deemed unreasonably or arbitrarily withheld in the event where the Reinsurer is currently in breach of any of its obligations hereunder. Other than in the event where the Reinsurer is currently in breach of its obligations hereunder, if the Ceding Company does not provide such written approval for the withdrawal to the Reinsurer of the Excess Collateral Amount (or lesser amount as requested by the Reinsurer) within [Redacted] of receipt of request from the Reinsurer, then an amount shall be payable by the Ceding Company to the Reinsurer calculated as follows: (i) [Redacted] times (ii) the number of days from and including the [Redacted] business day after receipt of the written request from the Reinsurer until and including the date of which the Ceding Company provides the requested written approval. Any interest amount payable hereunder shall be included as part of the Ceding Company’s Net Settlement Amount shown on Schedule B for the applicable Accounting Period.

Reserve Credit Trust Agreement. A. (a) The Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. .” The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. (b) The Reinsurer shall deposit Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a fair market value equal to the “Reserve Credit Required Balance,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the fair market value of the any assets in the Segregated AccountAccounts, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement, including the investment guidelines agreed by the parties and as amended from time to time. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and investments of the type permitted by Ohio statutes for the purpose of securing reserve credit for reinsurance (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from the Reinsurer or any other entity. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; and (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn in excess of the actual amounts required in Paragraphs (C)(i), (ii), (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(i) through (iv) above shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(i), (ii) and (iii) above ( the “Segregated Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Account pursuant to this Paragraph 1(C) consist of Qualifying Assets. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination and approval by the Ceding Company, the Ceding Company will return to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the Segregated Account exceeds 102% of the Reserve Credit Required Balance, calculated based on the most recent Quarterly Accounting Report, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.of

Reserve Credit Trust Agreement. A. The In 2013, the Ceding Company and the Reinsurer will enter entered into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the The trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. The Reinsurer shall deposit and maintain Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a an aggregate fair market value equal to the “Reserve Credit Required BalanceCollateral,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the aggregate fair market value of the any assets held in the Segregated Reinsurance Funds Account, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and dollars, investments of the type permitted by Ohio applicable Indiana statutes for and regulations, and the purpose Statement of securing reserve credit for reinsurance Investment Policy attached to the Reserve Credit Trust Agreement (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from of the Reinsurer or any other entity. [REDACTED] For purposes of this Agreement, the Required Collateral shall equal: [REDACTED]Any amounts in excess of [REDACTED]% of the Required Collateral, as determined under Paragraph B.(iii) above, shall be due and returned to the Reinsurer by the [REDACTED] business day of January following the end of the years listed in Paragraph B.(iii).c above. The Ceding Company shall pay a fee to the Reinsurer as an additional amount of Reinsurance Premium, equal to the Delayed Interest Rate, as defined in Article VI, Paragraph 7, multiplied by such excess amount pro-rated for the period for which such amount is overdue. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and Account shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share share, if any, of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses Claims paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay or reimburse the Ceding Company for any other amounts which necessary to secure the credit or reduction from liability for reinsurance taken by the Ceding Company claims are due under this AgreementCompany; andor (iv) to fund an account with the Ceding Company in an amount at least equal make payment to the deduction, Reinsurer of amounts held in the Reserve Credit Trust Account in excess of the amount necessary to secure the credit or reduction from liability for reinsurance ceded, from taken by the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn that are determined to be either not due or in excess of the actual amounts required in Paragraphs (C)(iC) (i), (ii), and (iii) and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), ; any assets withdrawn by the Ceding Company pursuant to Paragraphs (C)(i) through (iviii) above in excess of the amounts due and payable thereunder and not returned, and any interest or other earnings thereon shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(iC) (i), (ii) and (iii) above ( (the “Segregated Reinsurance Funds Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Reinsurance Funds Account pursuant to this Paragraph 1(C(C) consist of Qualifying AssetsAssets in accordance with its fiduciary obligations as trustee with respect to such amounts. The Ceding Company shall pay, on a [REDACTED] basis, interest in cash to the Reinsurer on the amount held in the Segregated Reinsurance Funds Account at the then current prime rate. Notwithstanding the foregoing, this Agreement permits the award, by any arbitration panel or court of competent jurisdiction, of: (a) interest at a rate different from that proved in this paragraph; (b) court or arbitration costs; (c) attorney’s fees, and (d) any other reasonable expenses. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination Agreement and approval by return of the Ceding Company, the Ceding Company will return Reserve Credit Trust Assets to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the fair market value of any assets in the Segregated Account Reinsurance Funds Account, exceeds 102% [REDACTED]% of the Reserve Credit most recently calculated Required Balance, calculated based on the most recent Quarterly Accounting ReportCollateral, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Reinsurance Funds Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.

Reserve Credit Trust Agreement. A. The Ceding Company and the Reinsurer will enter into a trust agreement, substantially in the form attached hereto as Exhibit I (the “Reserve Credit Trust Agreement”), as a full or partial alternative to the Letter of Credit described in Paragraph 2 below. To the extent a Reserve Credit Trust Agreement is established, the trust account created thereunder will be referred to as the “Reserve Credit Trust Account” and the assets held in the trust account created thereunder will be herein referred to as “Reserve Credit Trust Assets”. The Reinsurer will bear all of the costs associated with creating and maintaining the Reserve Credit Trust Agreement. B. The Reinsurer shall deposit and maintain Qualifying Assets (as defined below) in the Reserve Credit Trust Account with a an aggregate fair market value equal to the “Reserve Credit Required BalanceCollateral,” as defined below, less the amount of the Letter of Credit, if any, maintained pursuant to Paragraph 2 below and less the aggregate fair market value of the any assets held in the Segregated Reinsurance Funds Account, as defined below, and the trustee shall hold the Reserve Credit Trust Assets in the Reserve Credit Trust Account for the benefit of the Ceding Company pursuant to the terms of the Reserve Credit Trust Agreement. The assets held in the Reserve Credit Trust Account shall be valued at their fair market value as of the date on which such assets are required to be valued in respect of each Accounting Period. The fair market value will be determined by the Trustee in accordance with the terms and conditions of the Reserve Credit Trust Agreement. The assets that may be held in the Reserve Credit Trust Account shall consist of cash, certificates of deposit issued by a U.S. bank and payable in U.S. dollars and dollars, investments of the type permitted by Ohio applicable Indiana statutes for and regulations, and the purpose Statement of securing reserve credit for reinsurance Investment Policy attached to the Reserve Credit Trust Agreement (the “Qualifying Assets”); provided that such investments are issued by an institution that is not the parent, subsidiary or affiliate of either the Ceding Company or the Reinsurer. The Reserve Credit Required Balance equals the Coinsurance Reserve, as described in Paragraph 5 below. Prior to depositing assets in the Reserve Credit Trust Account, the Reinsurer will execute assignments or endorsements in blank, or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that the Ceding Company, or the trustee upon the direction of the Ceding Company, may whenever necessary negotiate these assets without the consent or signature from of the Reinsurer or any other entity. As part of the Reinsurer’s obligation to provide Required Collateral, the Reinsurer agrees that for the first 10 years of this Agreement it will deposit 50% of the Reinsurance Premiums into the Reserve Credit Trust Account within five (5) business days of receipt of such Reinsurance Premiums from the Ceding Company. For purposes of this Agreement, the Required Collateral shall equal: (i) for each of the first ten (10) years of this Agreement, the Required Collateral shall equal the greater of a) the Coinsurance Reserve, as determined in accordance with Paragraph 5 below, or b) the lesser of the fair market value of the Reserve Credit Trust Assets or 50% of the cumulative Reinsurance Premiums as set forth in Article II, paid by the Ceding Company to the Reinsurer, and (ii) for each of the first three (3) calendar quarters of calendar years 2024 through 2027, the Required Collateral shall equal the greater of a) the Coinsurance Reserve, or b) the lesser of the Required Collateral at the end of the most recent Accounting Period or the fair market value of the Reserve Credit Trust Assets, and (iii) for the fourth calendar quarter for the calendar years 2024 through 2027, the Required Collateral shall equal the greater of the Coinsurance Reserve, as determined in accordance with Paragraph 5 below, and the result of (a) minus the product of (b) and (c) where: (a) equals the Required Collateral at the end of the previous year: and (b) equals the greater of Required Collateral at the end of the previous year minus the Coinsurance Reserve, as determined in accordance with Paragraph 5 below, at the end of the current year or zero, and (c) equals the applicable Multiplying Factor from the table below: End of the Year Multiplying Factor 2024 0.2 2025 0.25 2026 0.3333 2027 ; and 0.5 (iv) for the years 15 and beyond of this Agreement, the Required Collateral shall equal the Coinsurance Reserve as determined in accordance with Paragraph 5 below. Any amounts in excess of 102% of the Required Collateral, as determined under Paragraph B.(iii) above, shall be due and returned to the Reinsurer by the 15th business day of January following the end of the years listed in Paragraph B.(iii).c above. The Ceding Company shall pay a fee to the Reinsurer as an additional amount of Reinsurance Premium, equal to the Delayed Interest Rate, as defined in Article VI, Paragraph 7, multiplied by such excess amount pro-rated for the period for which such amount is overdue. C. Notwithstanding any other provisions in this Agreement, the Ceding Company may withdraw the Reserve Credit Trust Assets held in the Reserve Credit Trust Account at any time and from time to time. Any such assets withdrawn from the Reserve Credit Trust Assets shall be placed into a “Segregated Account” established by the Ceding Company and Account shall be utilized and applied by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company), without diminution or increase because of insolvency on the part of the Ceding Company or the Reinsurer; only for the following purposes: (i) to reimburse the Ceding Company for the Reinsurer’s share share, if any, of premiums returned, but not yet recovered from the Reinsurer, to the owners of the Riders reinsured under this Agreement on account of cancellations of such Riders; (ii) to reimburse the Ceding Company for the Reinsurer’s share of surrenders and benefits or losses Claims paid by the Ceding Company, but not yet recovered from the Reinsurer, under the provisions of the Riders reinsured under this Agreement; (iii) to pay the Ceding Company for any other amounts which the Ceding Company claims are due under this Agreement; andor (iv) to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company’s liabilities for the Riders ceded under this Agreement. The account shall include, but not be limited to, amounts for policy reserves, claims, and losses incurred (including losses incurred but not reported), loss adjustment expenses and unearned premium reserves. The Ceding Company shall immediately return to the Reserve Credit Trust Account or to the Reinsurer assets withdrawn that are determined to be either not due or in excess of the actual amounts required in Paragraphs (C)(iC) (i), (ii), (iii) ), and (iv) above. The Reinsurer’s Segregated Account Balance shall mean the amount of any deposits into the Segregated Account minus any withdrawals for purposes of this section C items (i) through (iii) above plus interest on the monthly balance, credited each month at the prime interest rate on the last business day of such month. In the event the assets in the Segregated Account plus assets held in the Reserve Credit Trust Agreement plus the amount of any Letter of Credit with an expiration date more than thirty (30) days after the end of the month exceeds the amount provided for in subsection D. below, then the Reinsurer may request that the Ceding Company pay the Reinsurer the amount of the interest accreted to the Reinsurer’s Segregated Account Balance for such month, from the Segregated Account, The Ceding Company shall not unreasonably deny such request. Subject to the Ceding Company’s right to apply the Reserve Credit Trust Account assets to amounts due and payable by the Reinsurer to the Ceding Company under Paragraphs (C)(i) through (iii), ; any assets withdrawn by the Ceding Company pursuant to Paragraph (C)(iv) above and any assets drawn under Paragraphs (C)(iC) (i) through (iviii) above in excess of the amounts due and payable thereunder and not returned, and any interest or other earnings thereon shall be held by the Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in trust for the benefit of the Reinsurer and shall at all times be maintained separate and apart from any assets of the Ceding Company in a segregated account with a qualified U.S. financial institution authorized to issue a Letter of Credit under Paragraph 2 hereof, for the sole purpose of funding the payments and reimbursements described in Paragraphs (C)(iC) (i), (ii) and (iii) above ( (the “Segregated Reinsurance Funds Account”). The Ceding Company (or any successor by operation of law of the Ceding Company, including, but not limited to, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) shall ensure that any assets held in the Segregated Reinsurance Funds Account pursuant to this Paragraph 1(C(C) consist of Qualifying AssetsAssets in accordance with its fiduciary obligations as trustee with respect to such amounts. For withdrawals by the Ceding Company pursuant to Paragraph (C)(iv) above, the Ceding Company shall pay, on a quarterly basis, interest in cash to the Reinsurer on the amount withdrawn at the then current prime rate. Notwithstanding the foregoing, this Agreement permits the award, by any arbitration panel or court of competent jurisdiction, of: (a) interest at a rate different from that provided in this paragraph, (b) court or arbitration costs, (c) attorney’s fees, and (d) any other reasonable expenses. In the event of termination of this Agreement or if the Reserve Credit Trust Account is no longer required under this Agreement, the Ceding Company will immediately provide its approval of the termination of the Reserve Credit Trust Agreement. Except as provided in Article VII, Paragraph 3b, upon such termination Agreement and approval by return of the Ceding Company, the Ceding Company will return Reserve Credit Trust Assets to the Reinsurer the Reinsurer’s Segregated Account Balance. D. If the aggregate fair market value of the Qualifying Assets in the Reserve Credit Trust Account, plus the principal amount of the Letter of Credit, plus the fair market value of any assets in the Segregated Account Reinsurance Funds Account, exceeds 102% of the Reserve Credit most recently calculated Required Balance, calculated based on the most recent Quarterly Accounting ReportCollateral, then the Reinsurer shall have the right to seek approval (which shall not be unreasonably or arbitrarily withheld or delayed) from the Ceding Company to withdraw the excess from the Reserve Credit Trust Account or the Segregated Reinsurance Funds Account or reduce the principal amount of such Letter of Credit in an amount equal to the excess.