q22019exhibit104mcafully






                                                         EXECUTION VERSION                        MASTER COLLATERAL AGREEMENT               This MASTER COLLATERAL AGREEMENT, dated as of July l_!, 2019 (this  "Aereement"), is made by and among Maiden Reinsurance Ltd., a Bermuda insurance company  ("Maiden Re"), Cavello Bay Reinsurance Limited, a Bermuda insurance company (the  "Retrocessionaire"), AmTrust Financial Services, Inc., a Delaware corporation ("AFSI"},  AmTrust International Insurance, Ltd., a Bermuda insurance company ("All"}, and Technology   Insurance Company, Inc., a Delaware insurance company ("Technology"). Capitalized terms   used but not otherwise defined herein have the respecti ve meaning set fo rth in Section 1.1.                                     RECITALS               WHEREAS, certain insurance companies owned directly or indirectly by AFSJ  (co llectively, the "Original Cedents" and each, an "Original Cedent"), have issued the Reinsured   Pol icies constituting the Underl ying Business;               WHEREAS, the Original Cedents have ceded a quota share portion of the   liabilities arising under the Reinsured Pol icies to All;               WHEREAS, Maiden   Re has entered into the Existing Quota Share Agreement,  whereby All ceded and Maiden Re assumed, among other liabi li ties, the Covered Losses;               WHEREAS, Maiden Holdings, Ltd., a Bermuda company, Maiden Re, and Enstar  Group Limited, a Bermuda company, entered in to a Master Agreement on March I, 2019 (the  "Master Agreement") pursuant to which the parties agreed to enter into the ADC Agreement;               WHEREAS, pursuant to the ADC Agreement, Maiden Re wi ll retrocede, and the  Retrocessionaire will assume, one hundred percent (100%) of the liability of Maiden Re, as  reinsurer, for Covered Losses under the Existing Quota Share Agreement in excess of the  Retention and up to the Aggregate Limit, subject to the terms and conditions set forth in the  ADC Agreement;                WHEREAS, AEL has entered into a trust agreement effective as of May I, 2019  with AIi pursuant to which AIi maintains thereunder assets solely related to that certain  Reinsurance Agreement, effective as of July 31, 2007, by and between AEL and All in a trust  account (the "AEL U.S. Trust Account") for the benefit of AEL;               WHEREAS, AIU   has entered into a trust agreement effective as of May I, 2019  with All pursuant to wh ich All maintains thereunder assets solely related to that certain Quota  Share Reinsurance Agreement, effective as of May I, 2007, by and between AIU and All in a  trust account (the "AIU Trust Account") for the benefit of AIU;               WHEREAS, Technology has entered into a trust agreement effective as of  Apri l 23, 2008, as amended, with All pursuant to which All maintains thereunder assets solely  related to that certain Reinsurance Agreement effective as of September 7, 2007 by and between  Technology and All and that certain Reinsurance Agreement effective as of October I, 2017 by  and between Technology and All (which is the successor to that certain Reinsurance Agreement    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






effective as of September 7, 2007), in a trust account (the "Techuologv Trust Account") for the   benefit of Technology;               WHEREAS, Maiden Re may be required to establish the Company Trust Account  to hold assets solely related to the Existing Quota Share Agreement for the benefit of AIi;               WHEREAS, pursuant to that certain Reinsurer Trust Assets Collateral  Agreement, effective as of December I, 2008, as amended, by and between Maiden Re and All  (the "Reinsurer Trust Assets Collateral Agreement"), Maiden Re has pledged its interests in the  AEL U.S. Trust Account, the AIU Trnst Account and the Technology Trust Account to secure its  obligations under the Existing Quota Share Agreement to post collateral to such accounts on   behalf of All;               WHEREAS, as contemplated by the ADC Agreement, Technology is will ing to  release certain funds held in the Technology Trust Accounl fo r the benefit of the Original  Cedents, to the Retrocessionaire to fund, on behalf of Maiden Re, the Retrocession Premium   payable under the ADC Agreement in exchange for the Retrocessionaire posting alternative  collateral, all upon the terms and subject to the conditions more fully set forth in this Agreement.               NOW, THEREFORE, in consideration of the representations, warranties,  covenants and agreements contained in th is Agreement, the parties hereto (each individually, a  ".El!!:!Y" and collectively, the "Parties") hereby agree as follows:                                     ARTICLE I                                    DEFINITIONS          1.1  Definitions. For purposes of this Agreement, the following terms shall have the  respective meanings set forth below.               "ADC Agreement" means that Adverse Development Cover Agreement entered   into as of the date hereof and effective as of January I, 2019 by and between Maiden Re and the   Rerrocessionaire.               "Adjusted Required Balance" means the All Adj usted Required Balance or the  Technology Adj usted Required Balance, as the context requires.               "AEL" means AmTrnst Europe Limited, an insurance company registered in  England and Wales.               "AEL Applicable Reserves" means (i) the Subject Reserves, multiplied by (ii) the  Reserve Ratio of AEL.               "AEL Required Balance" means an amount equal to the AEL Applicable  Reserves as of the date of determination.                                          2    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            "AEL U.S. Trust Account" has the meaning set fo1ih in the Recitals.               "Afliliate" means, with respect to any Person, another Person that, directly or  indirectly, controls, is controlled by, or is under common control with, such first Person, where  "control," including the terms "controlling," "controlled by" and "under common control" means  the possession, directly or indirectly, of the power to direct or cause the direction of the  management and policies of a Person, whether through the ownership of voting securities, by  contract or otherwise.               "AFSI" has the meaning set fo1ih in the Preamble.               "A!!gregate Limit" means $600,000,000.               "Aggregate Required Balance" means the sum of (i) tl1e All Adj usted Required  Balance and (ii) the Technology Adjusted Required Balance.               "AL'feement" has the meaning set forth in the Preamble.               "All" has the meaning set forth in the Preamble.               "All Adjusted Required Balance" means the All Required Balance, provided,  however, that if, but for this proviso, the Aggregate Required Balance would exceed the  Remaining Aggregate Limit, then the "All Adjusted Required Balance" shall mean the sum of  (a) (i) the Remaining Aggregate Limit multiplied by (ii) the Reserve Ratio of AEL and (b) (i) the  Remaining Aggregate Limit multiplied by (ii) the Reserve Ratio of AIU.               "All Applicable Reserves" means the sum of (a) the AEL Applicable Reserve-s  and (b) the AIU Applicable Reserves.               "All Required Balance" means the sum of the AEL Required Balance and the  AIU  Required Balance as of the date of determination.               "AIU" means AmT rust International Underwriters DAC, an insurance company  registered in Ireland ("AIU").               "AIU Applicable Reserves" means (i) the Subject Reserves, multiplied by (ii) the  Reserve Ratio of AIU.               "AIU Required Balance" means an amount equal to the AIU Applicable Reserves  as of the date of determination.               "AIU Trust Account" has the meaning set forth in the Recitals.               "Amount of Collateral" bas the meaning set forth in Section 5.3(b).               "AmTrust Pa11ies" means AFSI, All and Technology.                                          3    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            "Applicable Law" means any domestic or foreign, federal, state or local statute,  law, ordinance or code, or any written rules or regulations, in each case applicable to any Pa1ty,  and any Order applicable to any Party.               "Applicable Reserves" means the All Applicable Reserves or the Technology  Applicable Reserves, as the context requires.               "Business Day" means any day other than a Saturday, Sunday or a day on wh ich  commercial banks in New York City or Bermuda are required or authorized by law to be closed.               "Claims" means any moneta1y demand, suit, occurrence or loss, actual or alleged,  arising out of or in connection with the Reinsured Policies.               "Collateral" has the meaning set forth in Section 5. Hb).               "Commutation Agreement" means that certain Commutation and Release  Agreement by and between All and Maiden Re entered into on the date hereof.              "Commuted Covered Losses" means all losses and related amounts under the   Existing Quota Share Agreement that are commuted under the Commutation Agreement, as and  when such losses are paid or settled by All or its Affiliates, provided that such losses and other  related amounts shall not exceed $312,785,677.              "Commuted Reserves" means the aggregate amount of gross reserves of All  allocable to losses and related amounts under the Existing Quota Share Agreement that are  commuted under the Commutation Agreement, less Third Party Reinsurance Recoverables  allocable to such losses and related amounts, in each case calculated in accordance with GAAP,   provided that such aggregate amount shall not exceed $312,785,677.              "Company Trust Account" has the meaning set fo rth in Post-Termination  Endorsement No. I.              "Covered Losses" means those Claims payable by Maiden Re after the Effective  Time under the Existing Quota Share Agreement with respect to the Underlying Business,   including all amounts payable in respect of allocated loss adjustment expenses, excess of policy   lim it payments and extra contractual obligations, but limited to those Claims incurred (whether  or not reported) on or before December 31, 2018. For the avoidance of doubt, Covered Losses  shall not include (i) any Claims under the Existing Quota Share Agreement incurred after  December 31, 2018, and (ii) any Excluded Liabilities.               "Disputed Item" bas the meaning set forth in Section 5.4(e).               "Effective Date" means Janua1y 1, 2019.               "Effective T ime" means 12:01 a.m. Eastern time on the Effective Date.               "Excess Funding Requirement" has the meaning set forth in Post-Termination  Endorsement No. I.                                          4    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            "Excluded Liabilities" has the meaning set forth in Section 2.S(d) of the ADC  Agreement.               "Existing Quota Share Agreement" means that certain Amended and Restated  Quota Share Reinsurance Agreement between All and Maiden Re dated as of July 1, 2007, as  amended, including, without limitation, by Post-Termination Endorsement No. 1.               "Existing Trust Accounts" means, collectively, the AEL U.S. Trust Account, the  AIU Trnst Account, the Technology T rust Account and the Company Trnst Account.               "Funding Statement" has the meaning set fo1th in Section 5.4(a).               "GAAP" means U.S. generally accepted accounting principles, consistently  applied.               "Governmental Authority" means any government, political subdivision, couit,  arbitrator, arbitration panel, mediator, mediation panel, board, commission, re1,'lllatory or  administrative agency or other instrumentality thereof, whether federal, state, provincial, local or  foreign and including any regulatory authority which may be partly or wholly autonomous.               "Independent Actuary" has the meaning set forth in Section 5.4(e}.               "Letters of Credit" means letters of credit posted by the Retrocessionaire in  accordance with the terms of this Agreement, and in a form and type, and from an NAIC­ approvcd institution, customarily accepted in reinsurance transactions and including all terms  required by Applicable Law.               "Maiden Re" has the meaning set forth in the Preamble.               "Master Agreement" has the meaning set forth in the Recitals.               "Material Difference" has the meaning set forth in Section 5.4(e}.               "NAIC" means the National Association of Insurance Commissioners.               "Order" means any order, wril, judgmenl, injunction, decree, stipulation,  detennination or award entered by or with any Governmental Authority.               "Original Cedenls" has the meaning set forth in the Recitals.               "Other Commuted Covered Losses" has the meaning set forth in the ADC  Agreement.               "Party" or "Parties" has the meaning set forth in the Recitals.                                           5    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            "Person" means an individual, corporation, partnership, joint ventw·e, limited  liability company, association, trust, unincorporated organization, Governmental Authority or  other entity.               "Post-Termination Endorsement No. I" means the Post-Termination Endorsement  No. I to the Existing Quota Share Agreement effective July _ , 2019.               "Recoverables" has the meaning set forth in Section 9.2 of the ADC Agreement.               "Reinsured Policies" means, collectively, each "Underlying Reinsurance  Agreement" as such term is defined in the Existing Quota Share Agreement.               "Reinsurer Trust Assets Collateral Al!reement" has the meaning set forth in the  Recitals.               "Remaining Aggregate Limit" means, as of any given date, an amount equal to  the Aggregate Limit minus the Ultimate Net Loss paid by the Retrocessionaire under this  Agreement or the ADC Agreement (without duplication) on or prior to such date, which cannot   be less than zero.               "Representative" means, with respect to any Person, an employee, attorney or  consultant of such Person or an Affiliate of such Person.               "Reserve Ratio" means, with respect to each of AEL, AIU and Technology, (i) the  aggregate amount of gross reserves of AEL, AIU and Technology, respectively, allocable to the  Underlying Business (but only with respect to liabilities incurred on or prior to December 31,  2018) ceded by each of AEL, AIU and Technology under the Existing Quota Share Agreement  as of the date of determination, less Third Party Reinsurance Recoverables allocable to such  Underlying Business, divided by (ii) the aggregate amount of gross reserves of AEL, AIU and  Technology allocable to the Underlying Business (but only with respect to liabilitie-s incurred on  or prior to December 31, 2018} ceded by AEL, AIU and Technology under the Ex isting Quota  Share Agreement as of the date of determination, less Third Party Reinsurance Recoverables  allocable to such Underlying Business, in each case, calculated in accordance wi th GAAP.               "Retention" means $2,178,535,000.               "Retrocession Premium" means $445,000.000.               "Retrocessionaire" has the meaning set fo1ih in the Preamble.               "Subject Reserves" means the aggregate amount of gross reserves of AII allocable  to the Covered Losses ceded by AEL, All and Technology under the Existing Quota Share  Agreement, less Third Party Reinsurance Recoverables allocable to such Covered Losses, plus  Commuted Reserves, in each case, calculated in accordance with GAAP, in excess of the  Retention and up to the Aggregate Limit. For the avoidance of doubt, pursuant to Post­ Termination Endorsemeot No. J, All shall be responsible, and Maiden Re shall not indemnify                                          6    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






 All, for all Ultimate Net Loss (as defined in the Existing Quota Share Agreement) amounts  within the loss corridor established pursuant to Section I of Post-Termination Endorsement No.   I and reserve,s allocable to such losses shall not be ceded under the Existing Quota Share  Agreement or rcinstu"ed under the ADC Agreement.               "Tax" means any and all federal, state, foreign or local income, gross receipts,   premium, capital stock, franchise, guaranty fund assessment, retaliatory, profits, withholding,  social security, unemployment, disability, real property, ad valorem/personal property, stamp,  excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax,  fee, duty, levy, custom, tariff, impost, assessment, obligation or charge of the same or ofa  similar nature to any of the foregoing, including any interest, penalty or addition thereto.               "Tax Return" means any report, estimate, extension request, infonnation  statement, claim for refund, or return relating to, or required to be fi led in connection with, any  Tax, including any schedule or attachment thereto, and any amendment thereof.               "Technology" has the meaning set forth in the Preamble.               "Technology Adjusted Required Balance" means the Technology Required  Balance, provided, however, that if, but for this proviso, the Aggregate Required Balance would  exceed the Remaining Aggregate Limit, then the "Technology Adj usted Required Balance" shall  mean (i) the Remaining Aggregate Limit mu ltiplied by (ii) the Reserve Ratio of Technology.               "Technology Applicable Reserves" means (i) the Subject Reserves, multiplied by  (i i) the Reserve Ratio of Technology.               "Technology Required Balance" means an amount equal to the Technology  Applicable Re.serves as of the date of determination.               "Technolo!!y Trust Account" has the meaning set forth in the Recitals.               "Third Pa1ty Reinsurance Agreements" means ceded reinsurance related to the  Underlying Business other than the Existing Quota Share Agreement and the ADC Agreement.               "Third Pa1ty Reinsurance Recoverables" means recoveries under Third Pa1ty  Reinsurance Agreements with respect to the Underlying Business, whether actually collected or  not, by or on behalf of Maiden Re or, to the extent that such Third Party Reinsurance  Agreements inure to the benefit of the Existing Quota Share Agreement, AEL, AIU, All or the  Original Cedents.               "Transaction Agreements" means th is Agreement, the Master Agreement, ADC  Agreement, the Existing Quota Share Agreement and the Letters of Credit.               "Ultimate Net Loss" means (i) Covered Losses actually paid by or on behalf of  Maiden Re, plus (i i) Commuted Covered Losses paid or settled by A!I or its Affi liates, plus (iii)  Other Commuted Covered Losses, less (iv) Recoverables actually collected with respect to                                         7    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






Covered Losses by or on behalf of Maiden Re, less (v) Third Party Reinsurance Recoverables  with respect to Covered Losses.              "Underl ving All Reinsurance Agreements" means, collectively, that certain  Reinsurance Agreement effective as of Ju ly 31, 2007 by and between AEL and All, that certain  Quota Share Reinsurance Agreement effective as of May 1, 2007 by and between AIU and All  and the Underlying All-Technology Reinsurance Agreement.              "Underlying AIi -Technology Reinsurance Agreement'' means that certain  Reinsurance Agreement effective as of October I, 2017 by and between Technology and All.              "Underlying Business" means, collectively, "Covered Business" as such term is  defined in the Existing Quota Share Agreement.                                  ARTICLEU                        ADMINISTRATION AND REPORTS         2.1  Administration. The Underlying Business will continue to be administered by the  Original Cedents.         2.2  Rcpo1is. Each of All and Technology shall, and shall cause each Original Cedcnt  to, provide to the Retrocessionaire copies of all accounting and other reports due to Maiden Re in  accordance with the Ex isting Quota Share Agreement. In addition, All shall provide Maiden Re  and the Retrocessionaire all information they reasonably request with respect to the payment of  Commuted Covered Losses. Upon recei pt of notice from Maiden Re ofan Administrative  Triggering Event, as defined in the ADC Agreement, each of All and Technology shall grant the  Rctrocessionairc, its Affiliates and their Representative access and rights to use all onlinc  reporting and monitoring systems used by Maiden Re with respect to the Underlying Business  and the Commuted Covered Losses.                                 ARTICLE Ill                                 [RESERVED)                                   ARTICLE IV                         DURATION AND TERMTNATIO    N         4.1  Duration and Termination.              (a)   This Agreement shall commence as of the date hereof and continue in  force until the termination of the ADC Agreement and the earlier of the date on wh ich (i)  Retroce.ssionaire has paid aggregate Ultimate Net Losses equal to the Aggregate Limit; and (ii)                                      8    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






Maiden Re's liability under all of the Reinsured Policies for Covered Losses is terminated or  extinguished.               (b)   Provided that, as of the date of termination of the ADC Agreement, one  hundred (100%) percent of the applicable reinsurer's obligations under the Existing Quota Share  Agreement (without giving effect to any Excess Funding Requirement) and Underlying All  Reinsurance Agreements arc secured by assets in the Existing Trust Accounts or otherwise  (exclus ive of any Collateral posted by the Retrocessionaire hereunder), each Letter of Credit  shall immediately terminate and be returned to the Retrocessionaire for cancellation and all other  Collateral posted by the Retrocessionaire pursuant to this Agreement shall be immediately  returned to or payable to the Retrocessionaire by AIi and Technology, as applicable.               (c)   In the event that, as of the date of termination of the ADC Agreement, less  than I 00% of the applicable reinsurer's obligations under the Existing Quota Share Agreement  (without giving effect to any Excess Funding Requirement) and Underlying All Re insurance  Agreements are secured by assets in the Existing Trust Accounts or otherwise (exclus ive of any  C-01lateral posted by the Retrocessionaire hereunder), Maiden Re shall promptly fund such  shortfall to the extent such shortfall relates to its obligations under the Existing Quota Share  Agreement (without giving effect to any Excess Funding Requirement) and All shall promptly  fund such shortfall to the extent such shortfall relates to its obligations under the Underlying All  Reinsurance Agreements. If Maiden Re fails to fund such shortfall as required by the preceding  sentence, AIi, or, to the extent that All is the AmTrust Party that is undersecurcd, AFSI, shall   promptly fund such shortfall and if All fai ls to fund such shortfall as required by the preceding  sentence, AFSI shall promptly fund such shortfall and, immediately afier a ll such funding, each  Letter of Credit shall immediately terminate and be returned to the Retrocessionaire for  cancellation and all other Collateral posted by the Retrocessionaire pursuant to this Agreement  shall be immediately returned to or payable to the Retrocessionaire by AIi and Technology, as  applicable.         4.2   Effect ofTerm ination. Notwithstanding the other provisions of this ARTICLE  .!Y, the terms and conditions of Section 5.7, Section 5.9, ARTICLE I, ARTICLE IV and  ARTICLE Vil shall remain in full force and effect after the tennination of this Agreement.                                     ARTICLE V                                     SECURITY         5.1   Retrocession Premium; Security.               (a)    Within ten (IO) Business Days of the date hereof and simultaneously with  their receipt of the ini tial Coll ateral contemplated by Section 5. 1(b).  Technology shall pay the  Retrocessionaire by wire transfer of immediately available funds an amount equal to the  Retrocession Premium. Such payment shall be made oa behalf of Maideo Re in satisfaction of   its obligation to pay the Retrocession Premium pursuant to the ADC Agreement.                                           9    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            (b)   Simultaneously with its receipt of the Retrocession Premiwn as  contemplated by Section 5. l(a). the Retrocessionaire shall collateralize its obligations under the  ADC Agreement by posting Letters of Credit for the sole benefit of AIi and Technology under  the Existing Quota Share Agreement (together with any amounts drawn on such Letters of Credit  and not used to pay Covered Losses reinsured by the Retrocessionaire under the ADC  Agreement, the "Collateral"). The Retrocessionaire and Maiden Re acknowledge and agree that  the Collateral is intended to satisfy certain obligations of Maiden Re to provide security to All  with respect to Covered Losses. The Amount of Collateral initially posted by the  Retrocessionaire shall be in an aggregate amount equal to the amount of the Retrocession  Premium, and the Amount of Collateral shall be adj usted periodically as more fully set forth in  th is ARTICLE V. In the event that a Letter of Credit does not permit the beneficiary thereof to  (i) receive credit for reinsurance in the United States jurisdiction having regulatory authori ty  over such beneficiary in the full amount of such Letter of Credit or (ii) with respect to All, under  the Bermuda Solvency Capital Requirements, receive equivalent capital credit for a Letter of  Credit as for assets held in trust, to the same extent that such beneficiary is entitled as of the date  hereof, such beneficiary may draw down the Letter of Credit at such time as is necessary to avoid  a Schedule F penalty or capital charge related to the use of the Letter of Credit in place of assets  held in trust; provided that, prior to such beneficiary so drawing down, the Parties shall negotiate  in good faith for a reasonable period of time prior to the imposition of such Schedule F penalty  or capital charge to permit the Retrocessionaire to post, to the extent necessary to avoid such  Schedule F penalty or capital charge, alternative collateral which qualifies for credit for  reinsurance or would otherwise avoid such capital charge and would provide the   Retrocessionaire with the same (or as near the same as practicable) economic benefits (including  modeled investment returns) it expects to receive in connection with the transactions  contemplated by this Agreement as of the date hereof.               (c)   Technology shall have the ri gh t to designate in writing to the  Retrocessionaire that all or any portion of the Collateral otherwise required to be posted for its   benefit hereunder with respect to its reserves ceded to All pursuant to the Underlyi11g AII­ Teclmology Reinsurance Agreements be instead posted by the Retrocessionaire for the benefit of  AIL  In any such case, any and all obligations for the Retrocessionaire to pay Covered Losses   under th is Agreement or the ADC Agreement (without duplication) to Technology shall be  satisfied by the payment of such Covered Losses by the Retrocessionaire to An.               (d)   To facilitate the initial payment of the Reinsurance Premium, the  Retrocessionaire shall deliver the Collateral to an agent selected by Technology and reasonably  acceptable to the Retrocessionaire, and sucb agent shall hold the Collateral in escrow pending  confirmation that the Retrocessionaire has received the Retrocession Premium and, upon such  confirmation, such agent shall distribute or otherwise make available the Collateral to A.II and  Technology, as applicable.         5.2   Restrictions on Use of Collateral. Maiden Re, All and Technology shall not, and  All and Technology shall not permit the Original Cedents, as applicable, to grant or cause to be  created in favor of any Person any security interest whatsoever in all or any part of the Collateral.  Maiden Re, All and Technology shall, and An and Technology shall cause the Original Cedents,                                         10    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






as applicable, to, hold all assets withdrawn from all or any part of the Collateral in trust for the  sole and exclusive benefit of the Retrocessionaire, subject in each case to the rights of AIi,  Technology and the Original Cedents, as applicable, to withdraw and apply assets from the  Collateral solely for the purposes expressly set fo1th herein.         5.3   Amount of Collateral.               (a)   Subject to the provisions of Section 5.l(c). Section 5.4 and Section 5.5, on  and after the date hereof, the Retrocessionaire shall ensure that, in accordance with the terms and  conditions expressly set forth in this ARTICLE V, the Amount of Collateral posted by the   Retrocessionaire for the benefit of All and Technology is greater than or equal to the All  Adjusted Required Balance and the Technology Adjusted Required Balance, as applicable, as of  any date of determination.               (b)   Subject to adj ustment as provided herein, the measure of Collateral shall   be the sum of the face amount of each Letter of Credit on the date of detennination and any  funds withheld by AIi or Technology pursuant to Section 5.5 (the "Amount of Collateral").               (c)    Notwithstanding anything to the contrary contained herein, as of any date  of detennination, in no event will the aggregate Amount of Collateral required to be posted by  the Retrocessionaire exceed the Remaining Aggregate Limit.         5.4   Ongoing Funding of Collateral.               (a)   Within thirty (30) days after the end of each calendar year, All shall  deliver to the Retrocessionaire and Maiden Re as required under the Existing Quota Share  Agreement a cession statement with supporting details in the form currently provided to Maiden  Re setting forth the total collateral to be provided by Maiden Re under the Existing Quota Share  Agreement as of the end of the subject calendar year, including obligations arising out of  reserves ceded to Maiden Re that are retroceded to the Retrocessionaire under the ADC  Agreement (each  a "Funding Statement"). Also, commencing with the third calendar quarter of  2019, within thirty (30) calendar days following the end of each calendar quarter (other than the  fouith calendar quarter), All shall deliver to Retrocessionaire and Maiden Re a Funding  Statement as of the end of the su~ject calendar quarter. It is the Parties' intent that each Funding  Statement shall enable the Retrocessionaire and Maiden Re to confinn the calculation of the  required Amount of Collateral and the allocation of the Amount of Collateral to the AIT Adjusted  Required Balance and tbe Technology Adjusted Required Balance. la addition, AU shall report  to the Retrocessionaire and Maiden Re tbe amount of Commuted Reserves and Commuted  Covered Losses paid by All during the relevant period.               (b)   If for any calendar quarter tbe All Adjusted Required Balance or the  Technology Adj usted Required Balance is greater than the Amount of Collateral then posted by  the Retrocessionaire with respect to the related Applicable Reserves based solely on the Funding  Statement, the Retrocessionaire shall increase the applicable Letter of Credit by an amount equal  to such shortfall within fifteen (15) calendar days after receipt of the Funding Statement pursuant  to Section 5.4(a). For avoidaace of doubt, RetTocessiona ire shall not be required to increase the                                         11    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






face amount of any Letter or Credit to the extent that it would exceed the applicable Adj usted  Required Balance, and in no event shall Retrocessionaire be required to increase the face amount  of any Letter or Credit to the extent that the aggregate amount of Letters of Credit and other  Collateral posted under this Agreement, plus the aggregate Ultimate Net Loss paid by   Retrocessionaire under the ADC Agreement, would exceed $600,000,000.               (c)   If for any calendar quarter, the Amount of Collateral posted in respect of  the All Adj usted Required Balance or the Technology Adjusted Required Balance is less than  the total collateral required to be posted in respect of the All Adjusted Required Balance or lhe  Technology Adj usted Required Balance (as applicable) pursuant to the subject Funding  Statement as a result of ceded reserves that Maiden Re and the Retrocessionaire agree are not  related to Covered Losses (a "Collateral Fundine Deficiency"), within fifteen (I 5) calendar days  after receipt of the Funding Statement pmsuant to Section 5.4(a). Maiden Re shall deposit assets   in the aggregate amount of the Collateral Funding Deficiency multiplied by the applicable  Funding Percentage (as defined in Post-Tennination Endorsement No. I) in the applicable  Existing Trust Account.               (d)   If for any calendar quarter the All Adjusted Required Balance or the  Technology Adj usted Required Balance is less than the Amount of Collateral then posted or  deposited by the Retrocessionaire with respect to the related Applicable Reserves, All and  Technology, as applicable, shall consent to the reduction of the face amount of the Letters of  Credit, such that the Amount of Collateral posted by the Retroccssionairc with respect to each  Adjusted Required Balance does not exceed the sum of (i) such Adjusted Required Balance and  (i i) any deficiency in coll ateral required to be posted by Maiden Re under the Existing Quota  Share Agreement (without giving effect to any Excess Funding Requirement set forth in Post­ Termination Endorsement No. I); provided, however, that the deficiency described in the   foregoing clause (i i) shall only be included in such sum to the extent that the aggregate Amount  of Collateral posted by the Rctrocessionairc would not exceed the Remaining Aggregate Limit.   Each of All and Technology shall take all actions reasonably requested by the Retrocessionaire  to effect the intention of the prior sentence, including returning any existing Letter of Credit to  the issuing bank in exchange fo r a replacement Letter of Credit for the applicable lower face  amount. In the event any Collateral posted by the Retrocessionaire is not released pursuant to this  Section 5.4(d} due to a deficiency in the collateral required to be posted by Maiden Re under the  Existing Quota Share Agreement, All and AFSI shall reimburse the Retrocessionaire for all  costs, expenses and other damages incurred by the Retrocessionaire in connection wi th  maintaining such excess Collateral.               (e)    In the event the Retrocessionaire disagrees wi th any matters set forth in a  Funding Statement, (i) the Retrocessionaire shall increase the applicable Letter of Credit if and to  the extent required by Section 5.4(b} (without regard to any disagreement with the Funding  Statement) and (ii) within thirty (30) calendar days fo llowing receipt of the Funding Statement,  the Retrocessionaire shall deliver to Maiden Re a notice of disagreement specifying in  reasonable detail each item it disputes, including the amount of the All Adjusted Required  Balance and the Technology Adjusted Required Balance it disputes (each, a "Disputed Item"). If  the Retrocessionaire does not deliver a notice of disagreement within such thirty (30) calendar                                         12    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






days, then the All Adj usted Required Balance and the Technology Adj usted Required Balance  set forth in the Funding Statement shall be fina l and binding. If the Retrocessionaire does timely  submit a notice of disagreement, then any undisputed portion of the All Adj usted Required  Balance and the Technology Adjusted Required Balance shall be final and binding, and the   Retrocessionaire and Maiden Re shall negotiate in good fai th to resolve the Disputed Items for  ten ( I 0) Business Days fo llowing receipt by Maiden Re of the notice of disagreement. If the  Retrocessionaire and Maiden Re carmot resolve the Disputed Items within such ten ( I 0) Business  Day period, they shall submit the Disputed Items to a mutually acceptable, independent actuarial   firm ("Independent Actua1y"), with an international reputation to resolve the Disputed Items.  Each of the Rctroccssionairc and Maiden Re shall furnish to the Independent Actuary such work   papers, books, records and documents and other information pertaining to the Disputed Items as  the Independent Actuary may request. The Retrocessionaire and Maiden Re shall instruct the  Independent Actuary to issue its written determination with respect to each of the Disputed  Items, and whether its determination of the Disputed Item represents a material difference in the  Adjusted Required Balance determined by Maiden Re (a "Material Difference"), wi thin thirty  (30} calendar days after such matters arc submitted to the Independent Actuary for review. The  costs and expenses of the Independent Actuary shall be fully paid by (i) Maiden Re if the  Independent Actuary determines there was a Material Difference, or (i i) the Retrocessionaire if  the Independent Actuary detennines there was not a Material Difference. The determination by  the Independent Actuary shall be binding on the Retrocessionaire and Maiden Re with respect to  the Disputed Items. In the event that it is determined pursuant to this Section 5.4(e) that any of  the All Adj usted Required Balance or the Technology Adj usted Required Balance is less than  such balances set forth in the Funding Statement delivered by All pursuant to Section 5.4(a).  Maiden Re shall immediately use its best efforts to arrange for All or Technology, as applicable,  to release to the Retrocessionaire the resulting excess Collateral posted by the Retroeessionai.re  hereunder, including by offering replacement collateral acceptable to All or Technology. If  Maiden Re is unable to arrange for such excess Collateral to be released to the Retrocessionaire,  Maiden Re shall reimburse the Retrocessionairc for all costs, expenses and other damages  reasonably incurred by the Retrocessionaire in connection with posting such excess Collateral,  without regard to any of the limitations contained in Section 5.9.               (I)   For all purposes in this Section 5.4, all Collateral posted for the benefit of  All at the direction of Technology pursuant to Section 5.1 (c), shall be deemed posted to  Technology.         5.5   Withdrawal of Collateral by All or Technology.               (a)   All and Technology (including any successor by operation of law,   including any liquidator or rehabilitator, receiver or conservator) each agree that they wi ll only  draw on one or more Letters of Credit, or use any other Collateral, as applicable, after util izing  all available collateral posted by Maiden Re with respect to Covered Losses below the Retention ,  and utilize and apply such amounts drawn on the Letters of Credit or withdrawn from any other  Collateral for one or more of the following purposes:                                           13    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






                  (i)   to pay for amounts due pursuant to the Existing Quota Share              Agreement from Maiden Re to All and Technology, as applicable, not otherwise               paid by or on behalf of Maiden Re or the Retrocessionaire; and                     (i i) when All and Technology have received notification of the              termination of the respective Letters of Credit., and Maiden Re's obligations under              the Existing Quota Share Agreement remain unl iquidated and undischarged ten              ( I 0) calendar days prior to the date of termination of Letters of Credit to fund a              segregated account with All and Technology, as applicable (which shall be              deemed funds withheld amount under this Agreement), in an amount equal to the              Collateral required under this Article V.               (b)   All and Technology shall, and All and Technology shall cause the  Original Cedents to, return to the Retrocessionaire, within five (5) Business Days, assets  withdrawn in excess of all amounts due under Section 5.5(a)(i) or, in the case of Section  5.5(a)(ii), assets that arc subsequently determined not to be due. All and Technology shall, and  All and Technology shall cause the Original Cedents to, cause any such excess amount at all  times to be held by All and Technology (or any successor by operation of law of All and  Technology, including any liquidator, rehabilitator, receiver or conservator of All and  Technology, as applicable) in trust for the sole and exclusive benefit of the Retrocessionaire and   be ma inta ined in a segregated account, separate and apart from any assets of AIi Technology and  the Original Cedcnts for the sole purpose of funding the payments and reimbursements described   in Section 5.5(a). All and Technology shall, and All and Technology shall cause the Original  Cedents to, pay interest in cash to the Retrocessionaire on the amount withdrawn, equal to the  actual amount of interest, dividends, and other income earned on the assets in such segregated  account.               (c)   In the event that All or Technology draws on one or more Letters of  Credit or otherwise use any other Collateral other than to pay for the Retrocessionaire's share of  Covered Losses due from Maiden Re to All or Technology, as appl icable, not othe1wise paid by  or on behalf of the Retrocessionaire, Alf and AFSI, shall reimburse the Retrocessionaire   immediately for such amounts.         5.6   [Intentionally Omitted]         5.7   Termination of Collateral Arraneements. Subject to Section 4. 1, promptly  following termination of th is Agreement and return to the Retrocessionaire of the Letters of  Credit and all other Collateral, the Parties shall take all actions necessary to cancel the Letters of  Credit and return any funds withheld.         5.8   Funding of Maiden and All Collateral.               (a)   During the duration of the ADC Agreement and th is Agreement, Maiden  Re shall maintain all collateral required under the Existing Quota Share Agreement, incl uding  Post-Termination Endorsement No. I, with respect to risks reinsured by Maiden Re in  connection with the Reinsured Policies that fa ll below the Retention or above the Aggregate                                         14    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






Lim.it. For the avoidance of doubt, Maiden Re shall not be required to maintain collateral for the  Commuted Reserves.               (b)   During the duration of the ADC Agreement and this Agreement, AIi shall  maintain all collateral required under the Underlying All Reinsurance Agreements with respect  to risks reinsured by AIi thereunder.         5.9   Letter of Credit Fees. To the extent that the Retrocessionaire provides any Letters  of Credit in accordance with the terms of this Agreement, Maiden Re shall reimburse the  Rctroccssionairc for its reasonably documented, customary fees and expenses owed to the   issuing banks with respect to such Letters of Credit, provided that with respect to the   Retrocessionaire's fi rst $445,000,000 of Letters of Credit posted as Collateral under th is  Agreement, Maiden Re's reimbursement obligation shall be subject to an annual limit equal to  $1,500,000. To the extent that the Retrocessionaire provides any Letters of Credit with respect  to any additional Collateral required under this Agreement, including any additional Collateral   posted with respect to the Rctrocessionaire' s obligations under the ADC Agreement related to  the $155,000,000 difference between the Aggregate Limit and the $445,000,000 of reserves  ceded as of the Effective Date under the ADC Agreement, Maiden Re's obligations under th is  Section 5.9 with respect to reasonably documented, customa1y fees and expenses owed to the  issuing banks with respect to such Letters of Credit shall not be subject to any limit. All such  reimbursements by Maiden Re shall be made within ten ( I 0) Business Days of the  Rctroccssionairc providing such reasonable docmnentation to Maiden Re.                                     ARTICLE  VI          ERRORS AND OMISSIONS;     REGULATORY MATTERS; COVENANTS         6.1   Errors and Omissions. Inadvertent delays, errors or omissions made in  connection with th is Agreement or any transaction hereunder shall not relieve any Party from  any liability which would have allached had such delay, error or omission not occurred, provided  that such error or omission is recti tied as soon as possible after discovery by an officer of such  Party, and provided, fu1ther, that the Party making such error or omission or responsible for such  delay shall be responsible for any additional liability wl1icb attaches as a result. If (a) the failure  of any Paity to comply wi th any provision of th is Agreement is unintentional or the result of a  misunderstanding or oversight and (b) such fai lure to comply is promptly rectified after  discovery, the Parties shall be restored as closely as possible to the positions they would have  occupied if no error or oversight bad occurred.         6.2   Cooperation. The Parties shall cooperate with each other in order to accomplish  the objectives of this Agreement by furnishing any additional information and executing and  delivering any additional documents and taking such other actions as may be reasonably  requested by the other Parties to further perfect or evidence the consummation of, or otherwise   implement, any transaction contemplated by this Agreement or any Transaction Agreement, or to  aid in the preparation of any regulatory filing or financial statement; provided, however. that any  such additional documents must be reasonably satisfactory to each of the Parties and not impose                                          15    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






 upon any Party any material liability, risk, obligation, loss, cost or expense not contemplated by  th is A1:,rreement or the Transaction Agreements to which it is a party.         6.3   Regulatorv Matters.               (a)   If any Parly hereto or any oflhe Original Cedenls, receives notice of, or  otherwise becomes aware of any written inquiry, investigation, examination, audit, proceeding or  action by Governmental Authorities relating to the Existing Quota Share Agreement, the  reinsurance provided under the ADC Agreement or any Transaction Agreement, each Party  hereto, as applicable, shall promptly notify the other Parties thereof to the extent permitted under  Applicable Law, whereupon the Parties shall cooperate in good faith to resolve such matter in a  mutually sati sfactory manner and shall act reasonably in light oflhe Parties' respective interests  in the matter at issue.               (b)   At all limes during the term oflhis Agreement, each of the Parties  respectively agrees that it shall comply, and All and Technology shall cause each Original  Cedent to comply, in all material respects with all Applicable Law in connection with its   performance of their respective obligations under this Agreement and each Transaction  Agreement.         6.4   Existing Agreements. Each of All, Technology and Maiden Re shall not, and  shall cause each Original Ccdent not to, commute, amend or waive the terms of the Existing  Quota Share Agreement, or the risks reinsured thereunder, and not amend or enter into the  related reinsurance trust agreements, including lhe Reinsurer Trust Assets Agreement, and  investment guidelines with respect thereto, to the extent that such commutation, amendment,  waiver or new agreement would have an adverse effect on the Retrocessionaire without the prior  written consent of the Retrocessionaire, except (i) as required by Applicable Law or (ii) in the  case of any amendments to the Existing Quota Share Agreement relating solely to the form of  collateral provided by Maiden Re for risks that fall below the Retention or above the Aggregate   Limi t.                                    ARTICLE vn                           MISCELLANEOUS PROVISIONS         7. 1   Notices. Any notice, request, demand, waiver, consent, approval or other  communication required or permitted to be given by any Party hereunder shall be in writing and  shall be deli vered personally, sent by registered or certified mail, postage prepaid, or sent by a  standard overnight courier of national reputation with written confumation of delivery. Any  such notice shall be deemed given when so delivered personally, or if mailed, on the date shown  on the receipt therefor, or if sent by overnight courier, on the date shown on the written  confirmation of delivery. Such notices shall be given to the following address:                                           16    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            If to Maiden Re:               Maiden Reinsurance Ltd.              Ideation House              94 Pitts Bay Road              Pembroke HM08              Bermuda              Attention: Denis Butkovic               Emai l: DButkovic@maidenre.com               with copies (which shall not constitute notice) to:               Locke Lord LLP              20 Church Street, 20th Floor              Hartford, CT 06103              Attention: Alan J. Levin              Email: alan.levin@lockelord.com               If to the Retrocessionaire:               Cavello Bay Reinsurance Limited              Windsor Place, 3rd Floor              22 Queen Street              Hamilton, HM 11              Bermuda              Attention: Paul J. O'Shea               Emai l: Pau1.0Shea@enstargroup.com               with copies (which shall not constitute notice) to:               Hogan Lovells US LLP               1735 Market Street, Suite 2300               Philadelphia, PA 19103              Attention: Robert C. Juelke              Email: Bob.Juelke@hoganlovells.com               Ifto AH and/or Technology:               AmTrnst Financial Services, Inc.              59 Maiden Lane, 43rd Floor               New York, NY 10038              Attention: Adam Karkowsky              Emai I: adam.karkowsky@amtrustgroup.com                                           17    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            with copies (which shall not constitute notice) to:               AmTrust Financial Services, Inc.              59 Maiden Lane, 4 3 ,x1 Floor              New York, NY 10038              Attention: Stephen Ungar              Email: stephen.ungar@amtrnstgroup.com   Each Pa1iy may change its notice provisions on fifteen (15) calendar days' advance notice in  writing to the other Party.         7.2   Entire Agreement. This Agreement (including the exhibits and schedules hereto),  the other Transaction Agreements and any other documents delivered pursuant thereto, constitute  the entire agreement among the Pruties and their respective Affiliates with respect to the subject  matter hereof and supersede all prior negotiations, discussions, writings, agreements and   understandings, oral and written, among the Parties with respect to the subject matter hereof and  thereof. In the event of any conflict between this Agreement and the Master Agreement with  respect to the subject matter hereof, the provisions of this Agreement shall control.         7.3   Waiver and Amendment. This Agreement may be amended, superseded,  canceled, renewed or extended, and the terms hereof may be waived, only by an instrument in  writing signed by the Parties hereto, or, in the case of a waiver, by the Party waiving compliance.  No delay on the part of any Party in exercising any right, power or privilege hereunder shall  operate as a waiver thereof, nor shall any single or pa1tial exercise thereof preclude any other or   further exercise thereof or the exercise of any other such right, power or privilege. The failure of  any Party to insist on compliance with any obligation contained in this Agreement or to exercise  any right or remedy hereunder shall not constitute a waiver of any right or remedy contained  herein nor stop any Pa1iy from thereafter demanding full and complete compliance nor prevent  any Party from exercising such right or remedy in the future. No waiver of any breach of this  Agreement shall be held to constitute a waiver of any other or subsequent breach.          7.4  Successors and Assigns. The rights and obligations of the Parties under this  Agreement shall not be subject to assignment wi thout the prior written consent of the other  Parties, and any attempted assignment without the prior written consent of the other Parties shall   be invalid ab inilio and void. The terms of this Agreement shall be binding upon, inure to the   benefit of and be enforceable by and against the successors and perrn.itted assigns of the Parties.         7.5   Headings. The headings and table of contents of this Agreement are for  convenience of reference only and shall not define or limit any of the terms or provisions hereof:         7.6   Governing Law; Specific Performance.               (a)   This Agreement shall be governed by and construed in accordance with  the laws of the State of New York without regard to such state's principles of conflict of laws  that could compel the application oftbe laws of another j urisdiction.                                         18    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






            (b)    Notwithstanding any other provision to the contrary herein, each Party  acknowledges that the breach of certain obligations may cause irreparable injury and damages,  which may be difficult to ascertain. Without regard to paragraph (a) above, each Party   immediately shall be entitled to seek inj unctive relief with respect to such breaches by any other   Party and without the requirement of posting a bond. This provision shall not in any way limit  such other remedies as may be available to any Party at law or in equi ty.         7.7   Service of Suit.               (a)   In the event of the fai lure of Maiden Re, All or Technology to perform  any of their respective obligations hereunder, such Party, at the request of the Retrocessionaire,  shall submit to the jurisdiction of a court of competent j urisdiction wi th in the United States.   Nothing in this Atticle constitutes or should be understood to constitute a waiver of such Pa1ty's  rights to commence an action in any court of competent jurisdiction in the State of New York or  to remove an action to a Un ited States District Court for the Southern District New York. Such  Party, once the appropriate court is selected, whether such court is the one originally chosen by  the Retrocessionaire and accepted by such Party or is determined by removal, transfer, or  otherwise, as provided fo r above, shall comply with all requirements necessary to give said court  jurisdiction and, in any suit instituted against such Pa1iy upon this Agreement, shall abide by the  final decision of such cou1i or of any appellate court in the event of an appeal.               (b)   Unless Maiden Re designates a different party in writing, service of   process in such suit may be made upon CT Corporation System, 28 Liberty Street, New York,  New York !0005, which is hereby authorized and directed to accept service of process on behalf  of Maiden Re in any such suit. Unless All or Technology designates a different party in writing,  service of process in such suit may be made upon Corporation Service Company, 80 State Street,  Albany, NY 12207-2543 which is hereby authorized and directed to accept service of process on   behalf of such Pa1iy in any such suit.               (c)   In the event of the fai lure of the Retrocessionaire to perfom1 its obligati ons  hereunder, the Retrocessionaire, at the request of Maiden Re, AU or Techoology, shall submit to  the juri sdiction of a court of competent jurisdiction within the United States. Nothing in this  Article constitutes or should be understood to constitute a waiver of the Retrocessionaire's rights  to commence an action in any court of competent jurisdiction in the United States, to remove an  action to a United States District Court, or to seek a transfer of a case to another court as   permitted by the laws of the Un ited States or any state in the United States. The  Retrocessionaire, once the appropriate court is selected, whether such court is the ooe origioally  chosen by ooe of the other Parties and accepted by the Retrocessionaire or is determined by  removal, transfer, or otherwise, as provided for above, shall comply with all requirements  necessary to give said cou11 jurisdiction and, in any suit instituted against the Retrocessionaire   upon this Agreement, shall abide by the final decision of such court or of any appellate court in  the event of an appeal.               (d)    Unless the Retrocessionaire designates a different party in writing, service  of process in such suit may be made upon CT Corporation System, 28 Liberty Street, 42''d Floor,                                          19    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






 New York, NY 10005, which is hereby authorized and directed to accept service of process on   behalf of the Retrocessionaire in any such suit.         7.8    No Third Party Beneficiaries. Nothing in this Agreement is intended or shall be  construed to give any Person, other than the Parties, any legal or equitable right, remedy or claim   under or in respect of this Agreement or any provision contained herein.          7. 9 Counterparts. This Agreement may be executed by the Parties in separate  counterparts, each of which when so executed and delivered shall be an original, but all such  counterparts shall together constitute one and the same instrument binding upon all of the Parties  notwithstanding the fact that all Parties are not signatory to the original or the same counterpart.   Each counterpart may consist of a number of copies hereof each signed by less than all, but  together signed by all of the Parties. Each counterpart may be delivered by facsimile  transmission, which transmission shall be deemed delive1y of an originally executed document.         7.10  Severability. Any term or provision of this Agreement which is invalid or   unenforceable in any jurisdiction shall, as to that j urisdiction, be ineffective to the extent of such   invalidity or unenforceability without rendering invalid or unenforceable the remaining terms  and provisions of this Agreement or affecting the validity or enforceability of any of the terms or   provisions of this Agreement in any other jurisdiction, so long as the economic or legal substance  of the transactions contemplated hereby is not affected in any manner materially adverse to any  Party. If any provision of this Agreement is so broad as to be unenforceable, that provision shall   be interpreted to be only so broad as is enforceable. In the event of such invalidity or   unenforceability of any term or provision of this Agreement, the Parties shall use their  commercially reasonable efforts to reform such terms or provisions to carry out the commercial   intent of the Parties as retlected herein, while curing the circumstance giving rise to the invalidity  or unenforceability of such tem1 or provision.         7. 11 Offaet. Each Party may offset any amount due to any other Party or any of such  other Party's Affiliates under th is Agreement or the ADC Agreement against any amounts owed  or alleged to be owed from such other Party or its Affiliates under this Agreement or the ADC  Agreement; provided that no Party may offset any amount due to another Party hereto or any of  such other Party's Affiliates under this Agreement or the ADC Agreement against any amounts  owed or alleged to be owed from such other Party or its Affiliates under any other agreement  without the written consent of such other Party.         7.12  Currency. All financial data required to be provided pursuant to the terms of this  Agreement shall be expressed in United States dollars. All payments and all settlements of  account between the Parties shall be in United States currency unless otherwise agreed by the  Parties. For the purposes of calculating Applicable Reserves (aod other measurements of  reserves hereunder) aod the conversion of any payments due under this Agreement into United  States dollars, the Parties shall use the applicable exchange rate in effect on the date of payment  or other date of measurement.          7. 13 Interpretation. Interpretation of this Agreement shall be governed by the  following mies of const111ction: (a) words in the singular shall be held to include the plural and                                         20    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






vice versa, and words of one gender shall be held to include the other gender as the context  requires; (b) references to the terms Article, Section, para1:,rraph, exhibits and schedules are  references to the Articles, Sections, paragraphs, exhibits and schedules to th is Agreement un less  otherwise specified; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or  similar words refer to th is entire Agreement, including the exhibits and schedules hereto; (d)  references lo"$" shall mean Un ited Stales dollars; (e) the word "including" and words of simi lar  impo1i when used in this Agreement shall mean "including without limitation," unless otherwise  specified; (f) the word "or" shall not be exclusive; (g) except as otherwise provided herein,  references to ''written" or "in writing" include in electronic form; (h) the headings contained in  this Agreement arc for reference purposes only and shall not affect in any way the meaning or   interpretation of this Agreement; (i) a reference to any Person includes such Person's successors  and permilled assigns; (j) a reference to an agreement or other document includes amendments or  restatements of such agreement or other document; (k) any reference to "days" means calendar  days unless Business Days are expressly specified; and (I) when calculating the period of time   before which, within which or following which any act is to be done or step taken pursuant to  this Agreement, the date that is the reference date in calculating such period shall be excluded,  and if the last day of such period is not a Business Day, the period shall end on the next  succeeding Business Day. This Agreement shall lake precedence over any exhibits or schedules  hereto, to the extent of any conflict.         7.14  Conditional Effectiveness. This Agreement is subject to the approval of the ADC  Agreement by the Bermuda Monetary Authority. If the Bermuda Monetary Authority fails to  approve the ADC Agreement within ten ( I 0) Business Days of the date hereof, this Agreement  sha ll be void and of no further force or effect.                          (remainder of page intentionally left blank)                                           21    \ PH . IX3029.'000IS3 . fl 1926 v29  





 






          IN WITNESS WHEREOF, the Partle., hereto hmi c:ausod dlis Agrmnmtt ro be  eiceeu1cd by their respe,c11ve duly aU1horized offi,ors, all as ofdie  date first written above.                                               1'CELTD.                                 CAVELLO  BAY REINSURANCE LIMITED                               By:. _ _ _________                                  Name:                                 Title:                               AMTRUSTINTERNATJONAL                               INSURANCE, LTD.                                By:._ ____    _____       _                                 Name:                                 Title:                               TECHNOLOGY INStlRANCE                               COMPANY.INC.                                By: ___  _______          _                                 Name:                                 Title:                               AMTRUST FINANCJAL SERVICES, INC.                                By:.-,--,-______  ____                                  Name:                                 Tole:  





 






             IN \VTTNESS WI IEREOF, the Parties hereto have caused this Agreement to be  executed by their respective duly authorized officers, all as of the date first written above.                                         MAIDlcN   REINSURANCE     LTD.                                         By:. ____________                  _                                           Name:                                           Title:                                         CAVELLO BAY RF.l'.'ISURANCE LIMITED                                         Bv-,·N~                                           Title: P11l..6CfD/l,                                         AMTRUST INTERNATIONAL                                        INSURANCE, LTD.                                         By:. _____________                                            Name:                                           Tit.le:                                         TECHNOLOGY INSURANCR                                        COMPANY, INC.                                         By: ____________                   _                                           Name:                                           Title:                                         AMTRUST FINANCIAL SERVICES, INC.                                         By: _ __________                   _                                           Name:                                           Title:  





 






           IN W1TNESS Wl-ffiREOF, the Purtie~ hereto have caused this Agreement to be  executed by their respective duly authorized officer~, <111 a~ of the date first wri llen ubove.                                    MAIDEN REINSURANCE LTD.                                    By: _ ____________                                      Name:                                     Title:                                    CAVELLO BAY REINSURANCE LlMfl'EU                                    By:_ ______       ______                                      Name:                                     Title:                                    AMTRUST INTERNATIONAL                                  INSUR                                    AMTRUST   FINANCIAL SERVICES, INC.                                   Dy:      MP;~                                     ~~me: o~f~V'     iJ_,.s 0,:,                                      f1tlc: ~