| (2)__After the withdrawals and transfer, the fair value |
| of the assets in the trust account referred to in |
| paragraph E__securing the obligations of the |
| reinsurance vehicle under the contract is no less than |
| an amount needed to satisfy the full funding |
| requirement of the contract.__The ceding insurer has |
| the sole discretion to determine whether these |
| provisions have been satisfied but may not unreasonably |
| nor arbitrarily withhold its approval. |