Common use of Release of Trust Account Assets to the Grantor Clause in Contracts

Release of Trust Account Assets to the Grantor. (a) All proceeds from the sale or substitution of the Assets in the Trust Account and the collection of interest, dividends and other income in respect to the Assets in the Trust Account shall be retained in the Trust Account and shall not be released to the Grantor, except in accordance with the provisions set forth in subparagraphs (b) and (c) in this Section 6.3. (b) Following each calendar quarter end, by transmittal of written notice to the Trustee and contemporaneous notice to the Beneficiaries’ Agent stating a withdrawal date that shall not be less than five Business Days following the date of the notice, the Grantor may withdraw Assets from the Trust Account in an amount equal to the positive difference, if any, between (i) the aggregate amount of Ultimate Net Loss Actually Paid by Grantor under the Reinsurance Agreement (excluding amounts withdrawn by the Beneficiaries’ Agent pursuant to Section 6.2) minus (ii) the aggregate amount previously withdrawn by Grantor under this Section 6.3(b); provided, however, that in connection with any such withdrawal, the Grantor shall provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(b) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount. The Trustee shall comply with such notice on the withdrawal date specified therein. (c) Commencing at the fifth anniversary of the date hereof, at any calendar quarter end following the delivery of the Quarterly Certification as to which there is no dispute outstanding between the Grantor and the Beneficiaries’ Agent and following any withdrawal pursuant to clause (b) above, in the event the aggregate fair market value of the Eligible Investments maintained in the Trust Account exceeds 150% of net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end, then by transmittal of fourteen (14) calendar days’ prior written notice to the Trustee and the Beneficiaries’ Agent, and absent receipt by the Trustee of a written objection thereto by the Beneficiaries’ Agent prior to the end of such time period (which such objection the Beneficiaries’ Agent shall not unreasonably provide), the Grantor may direct the Trustee to withdraw from the Trust Account and transfer to the Grantor Assets having a fair market value equal to the amount of such excess; provided, however, in connection with any such withdrawal, the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, that following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount; and provided, further, that the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that, in addition to the other requirements set forth herein, (1) the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal plus the aggregate fair market value of LPT Eligible Investments remaining in the LPT Trust Account after such withdrawal will exceed (2) the net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end plus the “LPT Required Amount” as of such quarter end. In any such event, the Trustee shall promptly comply with such notice.

Release of Trust Account Assets to the Grantor. (a) All proceeds from the sale or substitution of the Assets in the Trust Account and the collection of interest, dividends and other income in respect to the Assets in the Trust Account shall be retained in the Trust Account and shall not be released to the Grantor, except in accordance with the provisions set forth in subparagraphs (b) and (c) in this Section 6.3. (b) Following each calendar quarter end, by transmittal of written notice to the Trustee and contemporaneous notice to the Beneficiaries’ Agent Beneficiary stating a withdrawal date that shall not be less than five Business Days following the date of the notice, the Grantor may withdraw Assets from the Trust Account in an amount equal to the positive difference, if any, between (i) the aggregate amount of Ultimate Net Loss that has been Actually Paid by Grantor under the Reinsurance LPT Retrocession Agreement since Inception (excluding amounts withdrawn by the Beneficiaries’ Agent Beneficiary pursuant to Section 6.2) minus (ii) the aggregate amount previously withdrawn by Grantor under this Section 6.3(b); provided, however, that in connection with any such withdrawal, the Grantor shall provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(b) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount. The Trustee shall comply with such notice on the withdrawal date specified therein. (c) Commencing at the fifth anniversary of the date hereof, at any calendar quarter end following the delivery of the Quarterly Certification as to which there is no dispute outstanding between the Grantor and the Beneficiaries’ Agent and following any withdrawal pursuant to clause (b) aboveBeneficiary, in the event the aggregate fair market value of the Eligible Investments maintained in the Trust Account exceeds 150% of the sum of (i) net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to the Subject Asbestos Liabilities reinsured with the Grantor as of such calendar quarter endend and (ii) the amount of the bad debt reserves then held by the Grantor in respect of Included Reinsurance Recoverables, then by transmittal of fourteen (14) calendar days’ prior written notice to the Trustee and the Beneficiaries’ Agent, and absent receipt by the Trustee of a written objection thereto by the Beneficiaries’ Agent prior to the end of such time period (which such objection the Beneficiaries’ Agent shall not unreasonably provide)Beneficiary, the Grantor may direct the Trustee to withdraw from the Trust Account and transfer to the Grantor Assets having a fair market value equal to the amount of such excess; provided, however, in connection with any such withdrawal, the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, that following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount; and provided, further, that the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that, in addition to the other requirements set forth herein, (1) the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal plus the aggregate fair market value of LPT Eligible Investments remaining in the LPT Trust Account after such withdrawal will exceed (2) the net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end plus the “LPT Required Amount” as of such quarter end. In any such either event, the Trustee shall promptly comply with such notice.

Release of Trust Account Assets to the Grantor. (a) All The Grantor agrees that all proceeds from the sale or substitution of the Assets in the Trust Account and the collection of interest, dividends and other income in respect to the Assets in the Trust Account shall be retained in the Trust Account and shall not be released to the Grantor, except in accordance with the provisions set forth in subparagraphs (b) and (c) in this Section 6.3. (b) Following At each calendar quarter end, by transmittal of prior written notice to the Trustee and contemporaneous notice to the Beneficiaries’ Agent stating a withdrawal date that shall not be less than five Business Days following the date of the notice, the Grantor may withdraw Assets from the Trust Account in an amount equal to the positive difference, if any, between (i) the aggregate amount of the Ultimate Net Loss Actually Paid by Grantor it has actually paid under the LPT Reinsurance Agreement (excluding amounts withdrawn by the Beneficiaries’ Agent pursuant to Section 6.2) minus (ii) the aggregate amount previously withdrawn by Grantor under this Section 6.3(b)during such quarter; provided, however, that in connection with any such withdrawal, the Grantor shall provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(b) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount. The Trustee shall promptly comply with such notice on the withdrawal date specified thereinnotice. (c) Commencing at the fifth anniversary of the date hereof, at any calendar quarter end following the delivery of the Quarterly Certification as to which there is no dispute outstanding between the Grantor and the Beneficiaries’ Agent and following any withdrawal pursuant to clause (b) above, in the event the aggregate fair market value of the Eligible Investments maintained in the Trust Account exceeds 150% of net the gross Reserves of the Beneficiary Beneficiaries (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor Business Covered as of such calendar quarter end, then by transmittal of fourteen (14) calendar days’ prior written notice to the Trustee and the Beneficiaries’ Agent, and absent receipt by the Trustee of a written objection thereto by the Beneficiaries’ Agent prior to the end of such time period (which such objection the Beneficiaries’ Agent shall not unreasonably provide), the Grantor may direct the Trustee to withdraw from the Trust Account and transfer to the Grantor Assets having a fair market value equal to the amount of such excess; provided, however, in connection with any such withdrawal, the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, that following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount; and provided, further, that the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that, in addition to the other requirements set forth herein, (1) the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal plus the aggregate fair market value of LPT Eligible Investments remaining in the LPT Trust Account after such withdrawal will exceed (2) the net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end plus the “LPT Required Amount” as of such quarter end. In any such event, the The Trustee shall promptly comply with such notice.

Release of Trust Account Assets to the Grantor. (a) All The Grantor agrees that all proceeds from the sale or substitution of the Assets in the Trust Account and the collection of interest, dividends and other income in respect to the Assets in the Trust Account shall be retained in the Trust Account and shall not be released to the Grantor, except in accordance with the provisions set forth in subparagraphs subparagraph (b) and (c) in of this Section 6.35.2. (b) Following each The Grantor may withdraw Assets only if the aggregate Fair Market Value of the Eligible Assets in the Trust Account at the end of any calendar quarter endexceeds the Required Balance, by transmittal of as determined on the applicable Accounting Date, and then only in an amount not to exceed such excess. (i) In order to withdraw assets from the Trust Account, the Grantor shall present a written notice to the Trustee and contemporaneous notice to the Beneficiaries’ Agent stating Beneficiary in the form as attached hereto as Appendix C (a withdrawal date that “Grantor Withdrawal Notice”) which shall not be less than five Business Days following the date of the notice, include a certification by the Grantor may withdraw Assets from the Trust Account in an amount equal to the positive difference, if any, between (i) the aggregate amount of Ultimate Net Loss Actually Paid by Grantor under the Reinsurance Agreement (excluding amounts withdrawn by the Beneficiaries’ Agent pursuant to Section 6.2) minus (ii) the aggregate amount previously withdrawn by Grantor under this Section 6.3(b); provided, however, that in connection with any such withdrawal, the Grantor shall provide a written certification to the Trustee stating and the fair market value Beneficiary that the requirements of each non-cash Asset withdrawn; Section 5.2 are satisfied, signed by a duly authorized officer of the Grantor. The Grantor Withdrawal Notice shall specify the Assets to be withdrawn and providedan instruction to the Trustee as to how such specified Assets shall be delivered. The Grantor may from time to time designate a third party (the “Grantor Designee”) in a Grantor Withdrawal Notice to whom all or part of the Assets specified therein shall be delivered. Unless otherwise notified to the Trustee by NICO, further, following a Collateral Triggering Event, NICO shall conclusively be designated as the Grantor Designee. The Trustee shall be permitted have no liability or responsibility to verify or determine the occurrence of any event or condition giving rise to the Grantor’s right to withdraw Assets from the Trust Account pursuant to this Section 6.3(b) only to and the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount. The Trustee shall comply with such notice be fully protected in relying conclusively on the withdrawal date specified thereinGrantor Withdrawal Notice. (cii) Commencing at the fifth anniversary The occurrence of one of the following four events subsequent to the Grantor giving the Grantor Withdrawal Notice shall be a condition of withdrawal of Assets by the Grantor in accordance with Section 5.2(b): (1) five (5) Business Days shall have elapsed from and including the date on which the Trustee originally received a copy of the Grantor Withdrawal Notice, and the Trustee shall not have received any notice, given as provided in Section 8.1 hereof, at any calendar quarter end following from the delivery of Beneficiary disputing the Quarterly Certification as to which there is no dispute outstanding between amount requested for withdrawal by the Grantor in the Grantor Withdrawal Notice; (2) the Trustee shall have received a certificate signed by the Grantor and the Beneficiaries’ Agent Beneficiary fixing and following any withdrawal pursuant to clause (b) abovedetermining the amount of Assets, in the event the aggregate fair market value of the Eligible Investments maintained in the Trust Account exceeds 150% of net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end, then by transmittal of fourteen (14) calendar days’ prior written notice to the Trustee and the Beneficiaries’ Agent, and absent receipt by the Trustee of a written objection thereto by the Beneficiaries’ Agent prior to the end of such time period (which such objection the Beneficiaries’ Agent shall not unreasonably provide)if any, the Grantor may direct the Trustee to withdraw from the Trust Account and transfer to Account; (3) the Trustee shall have received a certificate from the Grantor Assets having certifying that a fair market value equal to non-appealable award from an arbitration panel has been entered specifying the amount of such excess; provided, however, in connection with any such withdrawal, Assets which the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, that following a Collateral Triggering Event, the Grantor shall be permitted to may withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount; and providedAccount, further, that the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that, in addition to the other requirements set forth herein, (1) the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal plus the aggregate fair market value of LPT Eligible Investments remaining in the LPT Trust Account after such withdrawal will exceed (2) the net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as a copy of such calendar quarter end plus the “LPT Required Amount” as of such quarter end. In any such event, arbitration award attached; or (4) the Trustee shall promptly comply with such noticehave received, in the manner provided in Section 8.1 hereof, other written confirmation from the Beneficiary permitting the withdrawal requested in the Grantor Withdrawal Notice.

Release of Trust Account Assets to the Grantor. (a) All proceeds from the sale or substitution of the Assets in the Trust Account and the collection of interest, dividends and other income in respect to the Assets in the Trust Account shall be retained in the Trust Account and shall not be released to the Grantor, except in accordance with the provisions set forth in subparagraphs subparagraph (b) and (c) in this Section 6.3. (b) Following each calendar quarter end, by transmittal of written notice to the Trustee Commencing from and contemporaneous notice to the Beneficiaries’ Agent stating a withdrawal date that shall not be less than five Business Days following the date of the notice, the Grantor may withdraw Assets from the Trust Account in an amount equal to the positive difference, if any, between (i) the aggregate amount of Ultimate Net Loss Actually Paid by Grantor under the Reinsurance Agreement (excluding amounts withdrawn by the Beneficiaries’ Agent pursuant to Section 6.2) minus (ii) the aggregate amount previously withdrawn by Grantor under this Section 6.3(b); provided, however, that in connection with any such withdrawal, the Grantor shall provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(b) only to the extent that the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount. The Trustee shall comply with such notice on the withdrawal date specified therein. (c) Commencing at the fifth anniversary of the date hereof, at any calendar quarter end following the delivery and subject to receipt of the Quarterly Certification as to which there is no dispute outstanding between the Grantor and the Beneficiaries’ Agent and Agent’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned, the Grantor shall have the right to withdraw Assets from the Trust Account with an aggregate fair market value equal to the excess over 102% of the Required Amount as of the prior calendar quarter end, so long as, following any withdrawal pursuant to clause (b) abovesuch withdrawal, in the event the aggregate fair market value of the Eligible Investments maintained in the Trust Account exceeds 150% of net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end, then by transmittal of fourteen (14) calendar days’ prior written notice to the Trustee and the Beneficiaries’ Agent, and absent receipt by the Trustee of a written objection thereto by the Beneficiaries’ Agent prior to the end of such time period (which such objection the Beneficiaries’ Agent shall not unreasonably provide), the Grantor may direct the Trustee to withdraw from the Trust Account and transfer to the Grantor Assets having a fair market value equal to the amount of such excess; provided, however, in connection with any such withdrawal, the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn; and provided, further, that following a Collateral Triggering Event, the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that the aggregate fair market value of the Eligible Permitted Investments remaining in the Trust Account after such withdrawal is not less than 100% of the Security Amount; and provided, further, that the Grantor shall be permitted to withdraw Assets from the Trust Account pursuant to this Section 6.3(c) only to the extent that, in addition to the other requirements set forth herein, (1) the aggregate fair market value of the Eligible Investments remaining in the Trust Account after such withdrawal plus the aggregate fair market value of LPT Eligible Investments Assets remaining in the LPT Trust Account after such withdrawal will exceed (2) the net Reserves of the Beneficiary (including reserves for losses incurred but not reported) calculated in accordance with SAP with respect to Subject Liabilities reinsured with the Grantor as of such calendar quarter end plus the “LPT Required Amount” as of such quarter end; and provided, further, that in connection with any such withdrawal, the Grantor must provide a written certification to the Trustee stating the fair market value of each non-cash Asset withdrawn. In connection with any such eventrelease of Assets, the Trustee shall promptly comply with take any and all necessary steps to transfer absolutely and unequivocally all right, title and interest in such noticereleased Assets to the Grantor or its designee. The Trustee shall not be subject to any liability for any payment made by it to the Grantor pursuant to such written instructions received by it from the Beneficiaries’ Agent.