in cross hatched areas; and

8 Cross Street #10-00

. The outstanding Obligations shall be subject to prepayment and/or cash collateralization of Letters of Credit as follows:

“Letter of Credit Collateralization” shall mean either # providing cash collateral (pursuant to documentation reasonably satisfactory to Administrative Agent, including

Prior to the Closing Date, the ​ prepared and delivered to the [[Organization A:Organization]] the statement attached hereto as [Schedule XVII] setting forth the estimated amount of the Initial Premium (the “Estimated Initial Premium”) as determined by the ​ in good faith and in accordance with ​ SAP and the estimated Over-Collateralization Amount based thereon (the “Estimated Over-Collateralization Amount”), in each case as of the Effective Time. On the Closing Date, # the ​ shall deposit, on behalf of the [[Organization A:Organization]], to the Funds Withheld Account cash equal to the Estimated Initial Premium, and # the [[Organization A:Organization]] shall transfer cash equal to the Estimated Over-Collateralization

BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

any Deposit Accounts used exclusively for cash collateralization of letters of credit permitted by [Section 6.02(p)] of the Credit Agreement

Upon the occurrence of a Triggering Event, the Ceding Company may, in lieu of recapturing the Reinsured Policies pursuant to [Section 11.02], direct the Reinsurer in writing that the Over-Collateralization Amount shall increase from ​ percent (​) to ​ percent (​) of Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR) and thereafter shall be maintained at that level except as otherwise set forth in this [Section 9.04(b)]. In the event the Ceding Company elects to require the Reinsurer to increase the Over-Collateralization Amount in accordance with this [Section 9.04(b), (i)])] such election shall be deemed a waiver of the Ceding Company’s right to recapture the Reinsured Liabilities under [Section 11.02] solely with respect to such Triggering Event, and # upon provision by the Reinsurer of evidence reasonably satisfactory to the Ceding Company that the Triggering Event giving rise to the Ceding Company’s election to require the Reinsurer to increase the Over-Collateralization Amount has been cured, the Over-Collateralization Amount shall decrease from ​ percent (​) to ​ percent (​) of Funds Withheld Reserves (but calculated excluding Post-Effective Time IMR) effective for purposes of the first Monthly Accounting Period following the Monthly Accounting Period during which such Triggering Event was cured. For the avoidance of doubt, # the Ceding Company’s election to increase the Over-Collateralization Amount in accordance with this [Section 9.04(b)] is not intended, and shall not be construed, to in any way restrict, supersede or result in a waiver of the Ceding Company’s right to take any action or pursue any remedy to the extent permitted under this Agreement (including [Section 11.02]) with respect to future Triggering Events resulting from events or occurrences after the date on which such increase is effected, and # in the event a Triggering Event occurs during any period where the Over-Collateralization Amount has been increased to ​ percent (​) pursuant to this [Section 9.04(b)] or clause (i) or (ii) of the definition of Over-Collateralization Amount, the Over-Collateralization Amount shall not be increased any further, but the Ceding Company shall retain all rights to take any other actions or pursue any other remedies to the extent permitted under this Agreement (including [Section 11.02]) with respect to such Triggering Event.

“Trust Account Required Balance” as of any date of determination shall be an amount equal to the Over-Collateralization Amount as of such date.

48 Insert cross-reference to section of the Indenture relating to fundamental change repurchase.