Common use of Adjustment of Security and Withdrawals Clause in Contracts

Adjustment of Security and Withdrawals. (a) The Reinsurer shall furnish a report (a “Month-End Required Balance Report”) to the Ceding Company following the end of each calendar month containing (i) the Reinsurer’s calculation of the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Ceding Company Statutory Reserves report received by the Reinsurer pursuant to this Section 5.8(a) and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 for use in calculating the Required Balances used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event, no later than fifteen (15) Business Days following the end of each calendar month, the Ceding Company shall provide to the Reinsurer (1) a calculation of the Ceding Company Statutory Reserves as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2, provided, that the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event is continuing, no later than thirty (30) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***], the Reinsurer Sensitivity Grid will be used only to update the CTEX Amount component of the Required Balance and (C) during the continuation of a FMV Triggering Event, the Ceding Company Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the Reference Statutory Reserves components of the Required Balance. (b) In accordance with Section 5.8(f), the Adjusted Month-End Required Balance contained in any Month-End Required Balance Report shall be used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a). (f) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Adjusted Month-End Required Balance and [***]; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date [***]. The Reinsurer shall also indicate in the [***] if it believes that any asset in the Trust Account is not an Eligible Asset. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event is continuing: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or Section 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Required Balance [***]; provided, however, that, except in the case of a Monthly Funding Date, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(1) if the amount otherwise required to be deposited on such date is less than [***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of the applicable Valuation Date exceeds the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall have the right to withdraw such excess on the Security Funding Date in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, the Reinsurer shall have no right to withdraw assets from the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have (x) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and (y) an aggregate Fair Market at least equal to 95% of the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Required Balance [***]; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.6, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date exceed the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall have the right to withdraw excess assets on the Security Funding Date in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that the Ceding Company’s consent shall be deemed to have been provided if the Ceding Company has not responded to such request for consent within two and one-half hours following the delivery of such request to the Beneficiary on a Business Day. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and the aggregate Statutory Book Value of the Eligible Assets in the Trust Account immediately following such substitution would not be less than the Required Balance, then the Reinsurer shall have the right to cause the Trustee to effect such substitution only with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to be substituted and being replaced. (g) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(f), in the event that the Parties disagree with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***], any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (h) Any resolution as to disagreements arising under Section 5.8(g) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(i) or 5.8(f)(ii), as applicable. (i) The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust Account.

Adjustment of Security and Withdrawals. (a) The Subject to SECTION 4.7, the amount of security provided by the Reinsurer shall furnish a report (a “Month-End Required Balance Report”) to the Ceding Company be adjusted following the end of each calendar month containing (i) the Reinsurer’s calculation of Quarterly Accounting Period to be equal to the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Ceding Company Statutory Reserves report received Quarterly Accounting Period (such amounts to be calculated by the Reinsurer pursuant and a report thereof to this Section 5.8(a) and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 for use in calculating the Required Balances used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is be furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report no later than 6:00 p.m. the thirtieth (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event, no later than fifteen (15) Business Days following the end of each calendar month, the Ceding Company shall provide to the Reinsurer (1) a calculation of the Ceding Company Statutory Reserves as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2, provided, that the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event is continuing, no later than thirty (3030th) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days day following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves Quarterly Accounting Period) as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***], the Reinsurer Sensitivity Grid will be used only to update the CTEX Amount component of the Required Balance and (C) during the continuation of a FMV Triggering Event, the Ceding Company Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the Reference Statutory Reserves components of the Required Balancefollows. (b) In accordance with Section 5.8(f), the Adjusted Month-End Required Balance contained in any Month-End Required Balance Report shall be used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a). (f) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Adjusted Month-End Required Balance and [***]; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date [***]. The Reinsurer shall also indicate in the [***] if it believes that any asset in the Trust Account is not an Eligible Asset. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event is continuing: (1a) If the aggregate Reinsurer Statutory Book Value of the Eligible Assets held in the Trust Account as of at the end of the applicable Valuation Date any Quarterly Accounting Period is less than the Adjusted Month-End Required Balance [***], as of such Security Funding DateBalance, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or Section 5.8(c) [***]most recent Quarterly Accounting Period report, then the Reinsurer shall, no later than 3:00 p.m. ten (New York time10) on Business Days following delivery of the Security Funding Daterelevant report, transfer additional Eligible Assets to the Trust Account so that the aggregate Reinsurer Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End the Required Balance [***]; provided, however, that, except in the case of a Monthly Funding Date, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(1) if the amount otherwise required to be deposited on such date is less than [***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by end of such amountsQuarterly Accounting Period. (2b) If the aggregate Reinsurer Statutory Book Value of the Eligible Assets in the Trust Account as of at the end of the applicable Valuation Date any Quarterly Accounting Period exceeds the Adjusted Month-End Required Balance [***], as of such Security Funding DateBalance, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***]most recent Quarterly Accounting Period report, then the Reinsurer shall have the right to withdraw such the excess on from the Security Funding Date Trust Account in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, . (c) The report required to be delivered by the Reinsurer as described in this SECTION 4.6 shall have no right to withdraw assets from include a listing of each asset in the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If and the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have (x) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to each such substitution and (y) an aggregate Fair Market at least equal to 95% of the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account asset as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of relevant Quarterly Accounting Period and indicate if any such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account asset is not less than such Adjusted Month-End Required Balance [***]; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.6, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date exceed the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall have the right to withdraw excess assets on the Security Funding Date in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that the Ceding Company’s consent shall be deemed to have been provided if the Ceding Company has not responded to such request for consent within two and one-half hours following the delivery of such request to the Beneficiary on a Business Day. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and the aggregate Statutory Book Value of the Eligible Assets in the Trust Account immediately following such substitution would not be less than the Required Balance, then the Reinsurer shall have the right to cause the Trustee to effect such substitution only with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to be substituted and being replaced. (g) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(f), in the event that the Parties disagree with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***], any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (h) Any resolution as to disagreements arising under Section 5.8(g) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(i) or 5.8(f)(ii), as applicable. (i) The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust Account.

Adjustment of Security and Withdrawals. (a) The Reinsurer shall furnish a report (as modified by Schedule S, to the extent such Schedule S is then applicable, a “Month-End Required Balance Report”) to the Ceding Company following the end of each calendar month containing (i) the Reinsurer’s calculation of the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Reinsurer Statutory Reserves or, during the continuation of a FMV Triggering Event or a Recapture Triggering Event hereunder, the Reinsurer Statutory Reserves or the Ceding Company Statutory Reserves report received by the Reinsurer pursuant to this Section 5.8(a) 5.08(a), as applicable, and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 H for use in calculating the Required Balances used for purposes of calculating the Adjusted Month-End Required Balance and rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter each Business Day following delivery of such Month-End Required Balance Report until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), 5.08(a) and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event, no later than fifteen (15) Business Days following the end of each calendar month, the Ceding Company shall provide to the Reinsurer (1) a calculation of the Ceding Company Statutory Reserves as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2, provided, that the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event is continuing, no later than thirty (30) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***], the Reinsurer Sensitivity Grid will be used only to update the CTEX Amount component of the Required Balance and (C) during the continuation of a FMV Triggering Event, the Ceding Company Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the Reference Statutory Reserves components of the Required Balance. (b) In accordance with Section 5.8(f), the Adjusted Month-End Required Balance contained in any Month-End Required Balance Report shall be used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a). (f) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Adjusted Month-End Required Balance and [***]; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date [***]. The Reinsurer shall also indicate in the [***] if it believes that any asset in the Trust Account is not an Eligible Asset. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event is continuing: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or Section 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Required Balance [***]; provided, however, that, except in the case of a Monthly Funding Date, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(1) if the amount otherwise required to be deposited on such date is less than [***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of the applicable Valuation Date exceeds the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall have the right to withdraw such excess on the Security Funding Date in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, the Reinsurer shall have no right to withdraw assets from the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have (x) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and (y) an aggregate Fair Market at least equal to 95% of the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Required Balance [***]; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.6, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date exceed the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall have the right to withdraw excess assets on the Security Funding Date in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that the Ceding Company’s consent shall be deemed to have been provided if the Ceding Company has not responded to such request for consent within two and one-half hours following the delivery of such request to the Beneficiary on a Business Day. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and the aggregate Statutory Book Value of the Eligible Assets in the Trust Account immediately following such substitution would not be less than the Required Balance, then the Reinsurer shall have the right to cause the Trustee to effect such substitution only with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to be substituted and being replaced. (g) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(f), in the event that the Parties disagree with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***], any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (h) Any resolution as to disagreements arising under Section 5.8(g) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(i) or 5.8(f)(ii), as applicable. (i) The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust Account.Month-

Adjustment of Security and Withdrawals. (a) The amount of security required to be provided by Reinsurer hereunder shall furnish a report (a “Month-End Required Balance Report”) to the Ceding Company be adjusted following the end of each calendar month containing quarter based on (i1) the Reinsurer’s calculation of the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Ceding Company Statutory Reserves report received quarter calculated by the Reinsurer pursuant to this Section 5.8(a) as Administrator and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 for use in calculating the Required Balances used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report in a report no later than 6:00 p.m. ten (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event, no later than fifteen (1510) Business Days following the end of each such calendar monthquarter (the “Security Funding Reporting Date”) and (2) (A) the Statutory Book Value or, during the continuation of a Triggering Event, the Ceding Company shall provide to the Reinsurer (1) a calculation Fair Market Value, of the Ceding Company Statutory Reserves Eligible Assets as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2, provided, that quarter as furnished by the Reinsurer to the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event is continuing, in a report no later than thirty (30) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***], the Reinsurer Sensitivity Grid will be used only to update the CTEX Amount component of the Required Balance and (C) during the continuation of a FMV Triggering Event, the Ceding Company Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the Reference Statutory Reserves components of the Required Balance. (b) In accordance with Section 5.8(f), the Adjusted Month-End Required Balance contained in any Month-End Required Balance Report shall be used for purposes of rebalancing the Trust Account on the applicable Monthly Security Funding Reporting Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a). (f) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Adjusted Month-End Required Balance and [***]; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date [***]. The Reinsurer shall also indicate in the [***] if it believes that any asset in the Trust Account is not an Eligible Asset. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event has occurred and is continuing: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date such calendar quarter is less than the Adjusted Month-End Required Balance [***], as of such Security Funding DateBalance, calculated based on the applicable Funding Report most recent report delivered pursuant to by the Reinsurer under this Section 5.8(a) or Section 5.8(c) [***]4.8, then the Reinsurer shall, no later than 3:00 p.m. ten (New York time10) on Business Days following the Security Funding Reporting Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End the Required Balance [***]; provided, however, that, except in the case of a Monthly Funding Date, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(1) if the amount otherwise required to be deposited on such date is less than [***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amountsBalance. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of the applicable Valuation Date such calendar quarter exceeds the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***]Balance, then the Reinsurer shall have the right to withdraw such excess on the Security Funding Date amount in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, the Reinsurer shall have no right to withdraw assets from the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have (x) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and (y) an aggregate Fair Market at least equal to 95% of the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Required Balance [***], as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Required Balance [***]; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.6, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of such calendar quarter is less than the applicable Valuation Date exceed the Adjusted Month-End Required Balance [***], as of such Security Funding DateBalance, calculated based on the applicable Funding Report most recent report delivered pursuant to by the Reinsurer under this Section 5.8(a) or 5.8(c) [***]4.8, then the Reinsurer shall have the right to withdraw excess assets on shall, no later than ten (10) Business Days following the Security Funding Date in accordance with the terms of Reporting Date, transfer additional Eligible Assets to the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, it being understood Account so that the Ceding Company’s consent shall be deemed to have been provided if the Ceding Company has not responded to such request for consent within two and one-half hours following the delivery of such request to the Beneficiary on a Business Day. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and is not less than the Required Balance. (2) If the aggregate Statutory Book Fair Market Value of the Eligible Assets held in the Trust Account immediately following as of the end of such substitution would not be less than calendar quarter exceeds the Required Balance, then the Reinsurer shall have the right to cause the Trustee to effect withdraw such substitution only with excess upon the prior written consent of the Ceding Company, Company which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to not be substituted and being replacedunreasonably withheld. (gb) Without limiting The report required to be delivered by the Reinsurer’s obligations to fund Reinsurer as described in Section 4.8(a) shall include a listing of each asset in the Trust Account in accordance with and the timelines required in Section 5.8(f), in Statutory Book Value and Fair Market Value of each such asset as of the end of the relevant Accounting Period and indicate if any such asset is not an Eligible Asset. In the event that the Parties disagree Ceding Company disagrees with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***]such report, any Party the Ceding Company may deliver written notice to the other Party Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (h) . Any resolution as to disagreements arising under Section 5.8(g) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two ten (210) Business Days after either Party the Ceding Company delivers written notice of any such disagreement to the other PartyReinsurer, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (Independent Accountant to determine the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation Statutory Book Value of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX Amount disputed Eligible Asset or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation disputed asset is an Eligible Asset as of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8relevant date. The Independent Accounting FirmAccountant’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies Each Party shall be final and binding upon the Parties. All fees and expenses relating to the work pay one-half of the Independent Accounting Firm Accountant’s fees, costs and expenses associated with the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting FirmAccountant’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h4.8(b) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f4.8(a) so that (i) absent the occurrence and continuation of a Triggering Event, the aggregate Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(iRequired Balance, or (ii) or 5.8(f)(ii)during the continuation of a Triggering Event, as applicable. (i) The Reinsurer shall keep full and complete records the aggregate Fair Market Value of all withdrawals by the Reinsurer from Eligible Assets held in the Trust Account. Upon Account is not less than the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust AccountRequired Balance.

Adjustment of Security and Withdrawals. (a) The Reinsurer shall furnish a report (a “Month-End Required Balance Report”) to the Ceding Company following the end of each calendar month containing (i) the Reinsurer’s calculation of the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Ceding Company Statutory Reserves report received by the Reinsurer pursuant to this Section 5.8(a) and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 for use in calculating the Required Balances used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event, no later than fifteen (15) Business Days following the end of each calendar month, the Ceding Company shall provide to the Reinsurer (1) a calculation of the Ceding Company Statutory Reserves as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2, provided, that the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event is continuing, no later than thirty (30) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***], the Reinsurer Sensitivity Grid will be used only to update the CTEX Amount component of the Required Balance and (C) during the continuation of a FMV Triggering Event, the Ceding Company Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the Reference Statutory Reserves components of the Required Balance. (b) In accordance with Section 5.8(f), the Adjusted Month-End Required Balance contained in any Month-End Required Balance Report shall be used for purposes of rebalancing the Trust Account on the applicable Monthly Funding Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a). (f) The amount of security required hereunder to be provided by the Reinsurer hereunder in the Trust Account shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Adjusted Month-End Trust Account Required Balance and (B) [***]; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date and [***]. The Reinsurer shall also indicate in the [***] if it believes that any asset in the Trust Account is not an Eligible Asset]. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event is continuing: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Trust Account Required Balance or [***], as applicable, as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a7.7(a) or Section 5.8(c7.7(c) and [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Trust Account Required Balance or [***], as applicable; provided, however, that, except in the case of a Monthly Funding Date, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(17.8(a)(i)(1) if the amount otherwise required to be deposited on such date is less than $[***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of the applicable Valuation Date exceeds the Adjusted Month-End Trust Account Required Balance or [***], as applicable, as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a7.7(a) or 5.8(c7.7(c) and [***], then the Reinsurer shall have the right to withdraw such excess on the Security Funding Date in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, the Reinsurer shall have no right to withdraw assets from the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(27.8(a)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which Account and (x) such new Eligible Assets have (xA) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and (yB) an aggregate Fair Market Value at least equal to 95[***]% of the aggregate Fair Market Value of the substituted Eligible Assets held in substituted by such asset(s) and (y) if the Trust Account Market-to-Book Ratio immediately prior to such substitution is less than [***]%, the Market-to-Book Ratio will not decline as a result of such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date is less than the Adjusted Month-End Trust Account Required Balance or [***], as applicable, as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a7.7(a) or 5.8(c7.7(c) and [***], then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than such Adjusted Month-End Trust Account Required Balance or [***], as applicable; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.67.5, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Trust Account Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date exceed the Adjusted Month-End Trust Account Required Balance or [***], as applicable, as of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a7.7(a) or 5.8(c7.7(c) and [***], then the Reinsurer shall have the right to withdraw excess assets on the Security Funding Date in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, conditioned it being understood that the Ceding Company’s consent shall be deemed to have been provided if the Ceding Company has not responded to a written request from the Reinsurer to make such request for consent withdrawal within two and one-half (2.5) hours following the delivery of such written request to individuals holding each of the Beneficiary titles of the Ceding Company set forth on Schedule X on a Business Day; provided that such written request must be delivered via email to each such individual’s email address set forth on Schedule X and the Reinsurer must attempt to confirm the delivery of such email by a phone call and a text message to such individual’s number set forth on Schedule X. Schedule X may be updated by the Ceding Company from time to time by written notice to the Reinsurer. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and the aggregate Statutory Book Value of the Eligible Assets in the Trust Account immediately following such substitution would not be less than the Adjusted Month-End Trust Account Required BalanceBalance or [***], as applicable, then the Reinsurer shall have the right to cause the Trustee to effect such substitution only with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to be substituted and being replaced. (g) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(f), in the event that the Parties disagree with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***], any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (h) Any resolution as to disagreements arising under Section 5.8(g) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.8. The Independent Accounting Firm’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX Amount or whether the CTEX Amount and [***] were determined in accordance with the Required Balance Model and Calculation Methodologies shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(i) or 5.8(f)(ii), as applicable. (ib) The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust Account.

Adjustment of Security and Withdrawals. (a) The Reinsurer shall furnish a report (a “Month-End Required Balance Report”) to the Ceding Company following the end of each calendar month containing (i) the Reinsurer’s calculation of the Required Balance as of the end of such calendar month, in each case prepared in accordance with the Required Balance Model and Calculation Methodologies, the Reinsurer Statutory Reserves or, during the continuation of a FMV Triggering Event or a Recapture Triggering Event, the Reinsurer Statutory Reserves or the Ceding Company Statutory Reserves report received by the Reinsurer pursuant to this Section 5.8(a) 5.08(a), as applicable, and the other terms and conditions of this Agreement (in each case, the “Month-End Required Balance”), (ii) an updated Reinsurer Sensitivity Grid prepared in accordance with Schedule F-1 H for use in calculating the Required Balances used for purposes of calculating the Adjusted Month-End Required Balance and rebalancing the Trust Account on the applicable Monthly Funding Date [***] thereafter each Business Day following delivery of such Month-End Required Balance Report until such time as the Month-End Required Balance and the Reinsurer Sensitivity Grid are subsequently updated in accordance with this Section 5.8(a), 5.08(a) and (iii) a calculation of the Required Balance as of the end of the Business Day immediately preceding the date upon which the Month-End Required Balance Report is furnished to the Ceding Company, calculated using such Month-End Required Balance, as adjusted by the updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Adjusted Month-End Required Balance”). The Reinsurer shall deliver each Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the tenth (10th) Business Day following the end of each calendar month; provided, however, that for each calendar month ending during a continuation of a FMV Triggering Event or a Recapture Triggering Event, the Reinsurer shall deliver the Month-End Required Balance Report no later than 6:00 p.m. (New York time) on the earlier of (x) the second (2nd) Business Day following the day on which the Reinsurer receives from the Ceding Company the Ceding Company’s calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid for such calendar month and (y) the sixteenth (16th) Business Day following the end of each calendar month; provided, that in no event shall the Reinsurer be required to deliver the Month-End Required Balance Report prior to the tenth (10th) Business Day following the end of each calendar month. In order for the Reinsurer to prepare the Month-End Required Balance Reports for each calendar month during a continuation of a FMV Triggering Event or Recapture Triggering Event, no later than fifteen (15) Business Days following the end of each calendar month, the Ceding Company shall provide to the Reinsurer (1) a calculation of the Ceding Company Statutory Reserves as of the end of such calendar month and (2) an updated Ceding Company Sensitivity Grid prepared in accordance with Schedule F-2A, provided, that the Ceding Company shall strive to deliver its calculation of the Ceding Company Statutory Reserves and the updated Ceding Company Sensitivity Grid by the ninth (9th) Business Day following the end of each calendar month. So long as no FMV Triggering Event or Recapture Triggering Event is continuing, no later than thirty (30) calendar days following the end of each calendar quarter other than the last calendar quarter of a calendar year, and with respect to the last calendar quarter of a calendar year, no later than sixty (60) calendar days following the end of such calendar quarter, the Ceding Company shall provide to the Reinsurer, for informational purposes only, a calculation of the Ceding Company Statutory Reserves as of the end of such calendar quarter. For the avoidance of doubt, (A) all components of the Required Balance will be determined as of the end of each calendar month except that [***] will be determined on a quarterly basis in a manner consistent with Schedule E-1, (B) when calculating the Adjusted Month-End Required Balance [***]Balance, so long as no FMV Triggering Event or Recapture Triggering Event is continuing, the Reinsurer Sensitivity Grid Gird will be used only to update the CTEX CTE70 Amount or Reference Statutory Reserves component of the Required Balance and (C) during the continuation of a FMV Triggering Event or Recapture Triggering Event, the Ceding Company Sensitivity Gird will be used to update the CTE70 Amount or Reference Statutory Reserves component of the Required Balance; provided that, in the event that the Ceding Company does not deliver to the Reinsurer the Ceding Company Sensitivity Grid by the date set forth in this Section 5.08(a) or in Section 5.08(c), as applicable, the Reinsurer Sensitivity Grid will be used only to update the Ceding Company Statutory Reserves portions of the CTE70 Amount or Reference Statutory Reserves components component of the Required BalanceBalance until such time as the Ceding Company Sensitivity Grid is delivered. (b) In accordance with Section 5.8(f5.08(d), the Adjusted Month-End Required Balance contained in any the Month-End Required Balance Report Report, as adjusted in accordance with Section 5.08(d), shall be used for purposes of rebalancing the Trust Account on the applicable Monthly each Funding Date. (c) [***] (d) [***] (e) Within fifteen (15) Business Days following the occurrence of a FMV Triggering Event or a Recapture Triggering Event, the Ceding Company shall provide to the Reinsurer an initial Ceding Company Sensitivity Grid to be used for purposes of the rebalancing the Trust Account on each Monthly Funding Date [***] thereafter until the Month-End Required Balance and the Ceding Company Sensitivity Grid are subsequently updated in accordance with Section 5.8(a5.08(a). (fd) The amount of security required to be provided by the Reinsurer hereunder shall be adjusted (i) (A) on each Monthly Funding Date, based on the applicable Daily Adjusted Month-End Required Balance and [***]Balance; and (ii) based on the aggregate Statutory Book Value and/or aggregate Fair Market Value (as applicable) of Eligible Assets in the Trust Account as of the end of the applicable Valuation Date [***]Business Day. The Reinsurer shall also indicate in inform the [***] Ceding Company if it believes that any asset in the Trust Account is not an Eligible AssetAsset as soon as reasonably practicable. The amount of security held in the Trust Account shall be adjusted on each Security Funding Date as follows: (i) So long as no FMV Triggering Event is continuing: (1) If the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date any Business Day is less than the most recent Adjusted Month-End Required Balance [***], as of the end of such Security Funding DateBusiness Day, calculated based on the applicable Funding Month-End Required Balance Report delivered pursuant to Section 5.8(a5.08(a) or Section 5.8(c) [***]and further adjusted using the most recently updated Reinsurer Sensitivity Grid and, if applicable, the Ceding Company Sensitivity Grid (the “Daily Adjusted Required Balance”), then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security next succeeding Business Day (each, a “Funding Date”), transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value of the Eligible Assets held in the Trust Account is not less than such Daily Adjusted Month-End Required Balance [***]Balance; provided, however, that, except in the case of a Monthly the first Funding DateDate in each calendar month, the Reinsurer shall have no obligation to deposit assets into the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(15.08(d)(i)(1) if the amount otherwise required to be deposited on such date is less than [***] (as applicable, the “Trust Adjustment Threshold”); and provided, further, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. (2) If the aggregate Statutory Book Value of the Eligible Assets in the Trust Account as of the end of the applicable Valuation Date any Business Day exceeds the Daily Adjusted Month-End Required Balance [***], as of the end of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***]Business Day, then the Reinsurer shall have the right to withdraw such excess on the Security Funding Date in accordance with the terms of the Trust Agreement; provided, that except in the case of a Monthly Funding Date, the Reinsurer shall have no right to withdraw assets from the Trust Account on any Security Funding Date pursuant to this Section 5.8(f)(i)(2) if the amount otherwise permitted to be withdrawn is less than the applicable Trust Adjustment Threshold. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have (x) an aggregate Statutory Book Value at least equal to the aggregate Statutory Book Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution and (y) an aggregate Fair Market at least equal to 95[***]% of the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, then the Reinsurer shall have the right to cause (and shall only cause) the Trustee to effect such substitution in accordance with the procedures set forth in the Trust Agreement. (ii) During the continuation of a FMV Triggering Event: (1) If the aggregate Statutory Book Value or aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of the applicable Valuation Date any Business Day is less than the Daily Adjusted Month-End Required Balance [***], as of the end of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***]Business Day, then the Reinsurer shall, no later than 3:00 p.m. (New York time) on the Security Funding Date, transfer additional Eligible Assets to the Trust Account so that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets held in the Trust Account is not less than such Daily Adjusted Month-End Required Balance [***]Balance; provided, however, that if by 2:00 p.m. (New York time) on any Security Funding Date, the Reinsurer has not received amounts that are due on such date from any counterparties to the Reinsurer’s derivatives contracts covering the Reinsured Risks, the Reinsurer shall have until 6:00 p.m. (New York time) on such Security Funding Date to deposit the portion of the required deposit that the Reinsurer expected to be funded by such amounts. For the sake of clarity, due to the modifications to this Agreement during the continuation of a FMV Triggering Event pursuant to Section 5.65.06, including (x) the requirement to value the assets at both Statutory Book Value and Fair Market Value and any changes to the Investment Guidelines, on the Security Funding Date immediately following the date on which the Reinsurer becomes aware of the occurrence of a FMV Triggering Event, the Reinsurer shall be required to make additional deposits of Eligible Assets into the Trust Account if necessary to ensure that the aggregate Statutory Book Value and aggregate Fair Market Value of the Eligible Assets in the Trust Account is not less than the Daily Adjusted Required Balance as of such Security Funding Date and, in the event of a Reserve Credit Triggering Event, replace at Fair Market Value any asset in the Trust Account that no longer qualifies as an Eligible Asset. (2) If the aggregate Statutory Book Value and the aggregate Fair Market Value of the Eligible Assets held in the Trust Account as of the end of any Business Day exceeds the applicable Valuation Date exceed the Daily Adjusted Month-End Required Balance [***], as of the end of such Security Funding Date, calculated based on the applicable Funding Report delivered pursuant to Section 5.8(a) or 5.8(c) [***]Business Day, then the Reinsurer shall have the right to withdraw excess assets on the Security Funding Date in accordance with the terms of the Trust Agreement upon the prior written consent of the Ceding Company, which consent shall not be unreasonably withheld, delayed or conditioned, it being understood that the Ceding Company’s consent shall be deemed to have been provided if the Reinsurer has delivered a request for consent to the Ceding Company no later than 11:00 a.m. (New York time) on the Funding Date and the Ceding Company has not responded to such request for consent within two and one-half hours following by 1:30 p.m. (New York time) on the delivery of such request to the Beneficiary on a Business DayFunding Date. (3) If the Reinsurer seeks to cause the Trustee to substitute new Eligible Assets for Eligible Assets held in the Trust Account, which new Eligible Assets have an aggregate Fair Market Value at least equal to the aggregate Fair Market Value of the substituted Eligible Assets held in the Trust Account immediately prior to such substitution, and the aggregate Statutory Book Value of the Eligible Assets in the Trust Account immediately following such substitution would not be less than the Daily Adjusted Required Balance, then the Reinsurer shall have the right to cause the Trustee to effect such substitution only with the prior written consent of the Ceding Company, which consent the Ceding Company shall deliver as promptly as reasonably practicable following the Ceding Company’s confirmation of the aggregate Statutory Book Values and aggregate Fair Market Values of the Eligible Assets, including the Eligible Assets to be substituted and being replaced. (ge) Without limiting the Reinsurer’s obligations to fund the Trust Account in accordance with the timelines required in Section 5.8(f5.08(d), in the event that the Parties disagree with the calculation of the Required Balance or of the Statutory Book Value or Fair Market Value of any Eligible Asset or whether any asset in the Trust Account is an Eligible Asset as set forth in any Funding Report [***]Asset, any Party may deliver written notice to the other Party of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. (hf) Any resolution as to disagreements arising under Section 5.8(g5.08(e) agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement as to the calculation of the Required Balance or the components thereof or of the Statutory Book Value or Fair Market Value, as applicable, of any Eligible Asset or whether any asset is an Eligible Asset within two (2) Business Days after either Party delivers written notice of any such disagreement to the other Party, the Parties shall jointly request (A) an accounting firm of national reputation or any other Person, as mutually agreed by the Parties hereto (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute, other than with respect to the calculation of the Reinsurer Reference Statutory Reserves, the Ceding Company Statutory Reserves, [***], the CTEX CTE70 Amount or whether the CTEX CTE70 Amount and [***] were was determined in accordance with the Required Balance Model and Calculation Methodologies, or (B) with respect to the calculation of the Reinsurer Reference Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX CTE70 Amount or whether the CTEX CTE70 Amount and [***] were was determined in accordance with the Required Balance Model and Calculation Methodologies, an actuarial firm of national reputation, as mutually agreed by the Parties hereto (the “Independent Actuary”) to determine the matters in dispute; provided, that, if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 11.811.02. The Independent Accounting Firm’s determination of the Required Balance and/or of the Statutory Book Value or Fair Market Value, as applicable, of the disputed Eligible Asset or whether the disputed asset is an Eligible Asset shall be final and binding upon the Parties. The Independent Actuary’s determination of the Reinsurer Reference Statutory Reserves, the Ceding Company Statutory Reserves, [***] the CTEX CTE70 Amount or whether the CTEX CTE70 Amount and [***] were was determined in accordance with the Required Balance Model and Calculation Methodologies shall be final and binding upon the Parties. All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, the Ceding Company or the Reinsurer) whose position with respect to the matter in dispute is furthest from the Independent Accounting Firm’s or Independent Actuary’s, as applicable, final determination. After a final and binding resolution of any dispute described in this Section 5.8(h5.08(f) is reached, the Parties agree to promptly make any necessary adjustments under Section 5.8(f5.08(b) so that the Statutory Book Value and/or the Fair Market Value, as applicable, of the Eligible Assets held in the Trust Account is not less than the amount required pursuant to Section 5.8(f)(i5.08(d)(i) or 5.8(f)(iiSection 5.08(d)(ii), as applicable. (ig) The Reinsurer shall keep full and complete records of all withdrawals by the Reinsurer from the Trust Account. Upon the reasonable written request of the Ceding Company, but not more than once per calendar quarter, the Reinsurer shall provide the Ceding Company a report of withdrawals from the Trust Account.