Common use of Termination of the Trust Account Clause in Contracts

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated terminated, other than pursuant to an order of a court having jurisdiction, only after (i) (A) the Grantor, with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Grantor has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (iiB) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910 or (ii) the Grantor and the Beneficiary have given joint written notice to the Trustee that the Required Balance plus the amount of any outstanding Financed Amounts is less than or equal to $50 million (the “Notice of Minimum Balance”), as required under the Reinsurance Agreement. The Each of the Notice of Intention and Notice of Minimum Balance shall specify the date on which the notifying Party intends Grantor and, in the case of a Notice of Minimum Balance, the Beneficiary intend the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days ten Business Days following receipt by the Trustee of the a Notice of IntentionIntention or a Notice of Minimum Balance, the Trustee shall give at least thirty days written notification notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 forty-five days subsequent to the date the Termination Notice is given, (b) thirty days subsequent to the date the Termination Notice is given (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer less than 30 thirty days subsequent to the date the Termination Notice is given; or (c) 45 forty-five days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 forty-five days subsequent to the date the Termination Notice is given. (c) On the Termination Date, after satisfaction of any outstanding Withdrawal Notices, and only in connection with a termination pursuant to a Notice of Termination (and not in connection with a Notice of Minimum Balance), upon receipt of written approval consent of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust AccountAccount to the Grantor, at which time all liability duties and obligations of the Trustee with respect to such Assets shall cease. Until such Assets have been so transferred, the Beneficiary may withdraw Assets in accordance with Section 2.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph Section 11(b), (biii) the Reinsurance Agreement shall have terminated, and (iv) the Beneficiary has given the Trustee written notice that all obligations of this Section 9the Grantor under the Reinsurance Agreement have been extinguished. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three ten (310) days Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (ai) the Proposed Date (or, if the Proposed Date is not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) days but no more than 45 forty-five (45) days subsequent to the date the Termination Notice is given; (bii) 30 thirty (30) days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 thirty (30) days subsequent to the date the Termination Notice is given; or (ciii) 45 forty-five (45) days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 forty-five (45) days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of the written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities indemnification provided hereinpursuant to Section 7(a) hereof, may be terminated only after (i) upon the GrantorGrantor and the Beneficiary providing the Trustee with joint written notice of their mutual intention to terminate the Trust Account, (ii) in connection with the prior written consent termination of the Beneficiary, which consent shall not be unreasonably withheld, has given Coinsurance Agreement upon the Beneficiary providing the Trustee and the Grantor with written notice that all obligations of the Grantor under the Coinsurance Agreement have been satisfied or (iii) upon the Grantor providing the Trustee and the Beneficiary with written notice of its intention to terminate the Trust Account solely in the event the Required Balance as of the end of any calendar quarter is less than ten percent (10%) of the sum of the (x) capital and surplus of the Grantor plus (y) asset valuation reserve of the Grantor, in each case determined in accordance with the statutory accounting principles and practices prescribed by the Grantor’s state of domicile as of such quarter end. The written notice of termination delivered pursuant to Section 9(a)(i), (ii) or (iii) (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends or Parties intend the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which this Agreement and the Trust Account shall terminate. The Termination Date shall be (ai) the Proposed Date if the Proposed Date is at least 30 thirty days but no more than 45 forty-five days subsequent to the date the Termination Notice is given; (bii) 30 thirty days subsequent to the date the Termination Notice is given, given if the Proposed Date is fewer than 30 thirty days subsequent to the date the Termination Notice is given; or (ciii) 45 forty-five days subsequent to the date the Termination Notice is given, given if the Proposed Date is more than 45 forty-five days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor or its designee any Assets remaining in not previously withdrawn from the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease. (d) For the avoidance of doubt, the consent of the Grantor shall not be required in connection with a termination pursuant to Section 9(a)(ii) and the consent of the Beneficiary shall not be required in connection with a termination pursuant to Section 9(a)(iii) or the transfer of Assets pursuant to Section 9(c).

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary Beneficiary, the Grantor and the Grantor New York Insurance Department of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given., (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, Grantor with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910(b). The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). The Grantor is prohibited from terminating the Reinsurer Trust Agreement on the basis of the insolvency of the Beneficiary. (b) Within three (3) five business days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account and this Agreement shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. The Termination Notice shall be in the form of Exhibit E hereto. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910(b). The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) five business days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account and this Agreement shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. The Termination Notice shall be in the form of Exhibit D hereto. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated terminated, other than pursuant to an order of a court having jurisdiction, only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee joint written notice of its their intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends Grantor and the Beneficiary intend the Trust Account and this Agreement to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give at least thirty (30) days written notification notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) days but no more than 45 days subsequent to the date the Termination Notice is given; forty-five (b45) 30 days subsequent to the date the Termination Notice is given, (b) thirty (30) days subsequent to the date the Termination Notice is given (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer less than 30 thirty (30) days subsequent to the date the Termination Notice is given; or (c) 45 forty-five (45) days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 forty-five (45) days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt after satisfaction of written approval of the Beneficiaryany outstanding Beneficiary Withdrawal Notices, the Trustee shall transfer to the Grantor any Trust Assets remaining in the Trust AccountAccount to the Grantor, at which time all liability duties and obligations of the Trustee with respect to such Trust Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except as provided in Section 1(e) hereof and except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee written notice of its their intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary Beneficiary, the Grantor and the Grantor New York Insurance Department of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) If the Required Balance, determined in accordance with Section 1(c), ever falls below one million dollars ($1,000,000) at any time, the Trust Account and this Agreement shall automatically terminate, except for the indemnities provided herein. On the effective date of termination of the Trust Account and this Agreement pursuant to this Section 12(a), solely upon receipt of written approval from the Beneficiary, the Trustee shall transfer to the Grantor any Permitted Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Permitted Assets shall cease. (b) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated by the Grantor or Beneficiary only after (i) the Grantor, with the prior written consent of the Grantor or Beneficiary, which consent shall not be unreasonably withheldas applicable, has given the Trustee written notice of its intention to terminate the Trust Account and this Agreement (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 912(c). The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account and this Agreement to terminate (the “Proposed Date”). (bc) Within three five (35) days Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) via certified mail or overnight commercial courier services that can be tracked with a tracking number or other similar tracking method, to the Beneficiary and the Grantor of the notifying Party’s intention to terminate the Trust Account and this Agreement and of the date on which the Trust Account and this Agreement shall terminate (the “Termination Date”) on which the Trust Account shall terminate). The Termination Date shall be (a) the Proposed Date (or if not a Business Day, as hereinafter defined, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) calendar days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.forty-five

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated terminated, other than pursuant to an order of a court having jurisdiction, only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee written notice of its their intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends Grantor and the Beneficiary intend the Trust Account and this Agreement to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give at least thirty (30) days written notification notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (ai) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) days but no more than 45 forty-five (45) days subsequent to the date the Termination Notice is given; (bii) 30 thirty (30) days subsequent to the date the Termination Notice is given (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is less than thirty (30) days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 or (iii) forty-five (45) days subsequent to the date the Termination Notice is given; given (or (c) 45 days subsequent to if not a Business Day, the date the Termination Notice is givennext Business Day thereafter), if the Proposed Date is more than 45 forty-five (45) days subsequent to the date the Termination Notice is given. (c) On the Termination Date, after satisfaction of any outstanding Withdrawal Notices, and upon receipt of written approval certification of the BeneficiaryBeneficiary that it consents to such termination, the Trustee shall transfer release the Assets held and deposited under this Agreement to the Grantor and shall take any and all steps necessary to (i) transfer absolutely and unequivocally all right, title and interest in such Assets remaining (other than the Letters of Credit) and to deliver physical custody, if applicable, in such Assets to the Trust AccountGrantor or as otherwise directed by the Grantor, at which time and (ii) transfer any Letters of Credit to the Grantor. Following such transfer, all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated terminated, other than pursuant to an order of a court having jurisdiction, only after (ii)(A) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee joint written notice of its their intention to terminate the Trust Account (the “Notice of Intention”), and (iiB) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910 or (ii) the Grantor and the Beneficiary have given joint written notice to the Trustee that the Required Balance is less than or equal to $50,000,000 (the “Notice of Minimum Balance”), as required under the Coinsurance Agreement. The Notice of Intention or Notice of Minimum Balance, as applicable, shall specify the date on which the notifying Party intends Grantor and the Beneficiary intend the Trust Account and this Agreement to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of IntentionIntention or the Notice of Minimum Balance, as applicable, the Trustee shall give at least thirty (30) days written notification notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) days but no more than 45 days subsequent to the date the Termination Notice is given; forty-five (b45) 30 days subsequent to the date the Termination Notice is given, (b) thirty (30) days subsequent to the date the Termination Notice is given (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer less than 30 thirty (30) days subsequent to the date the Termination Notice is given; or (c) 45 forty-five (45) days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 forty-five (45) days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt after satisfaction of written approval of the Beneficiaryany outstanding Beneficiary Withdrawal Notices, the Trustee shall transfer to the Grantor any Assets remaining in the Trust AccountAccount to the Grantor, at which time all liability duties and obligations of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided hereinin this Agreement, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date of giving of the Termination Notice is givenNotice; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date of giving of the Termination Notice is given; or (c) 45 days subsequent to the date of giving of the Termination Notice is givenNotice, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except as provided in Section 1(e) hereof and except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee written notice of its their intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease. (d) In the event that Beneficiary and St. Xxxx Re UK cease to be affiliated companies, Grantor shall withdraw a percentage of Assets held in the Trust equal to the percentage of Adjusted Ending Reserves, as determined pursuant to Section 1(b)(iii), relating to obligations of the Grantor to St. Xxxx Re UK under the applicable Retrocession Contracts, and shall deposit such assets in a trust account pursuant to a trust agreement on the same terms as this Agreement, except as may be agreed to by the parties.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, which shall survive termination, may be terminated terminated, other than pursuant to an order of a court having jurisdiction, only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee joint written notice of its their intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 911. The Notice of Intention shall specify the date on which the notifying Party intends Grantor and the Beneficiary intend the Trust Account and this Agreement to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give at least thirty (30) days written notification notice (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (ai) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 thirty (30) days but no more than 45 days subsequent to the date the Termination Notice is given; forty-five (b45) 30 days subsequent to the date the Termination Notice is given, (ii) thirty (30) days subsequent to the date the Termination Notice is given (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer less than 30 thirty (30) days subsequent to the date the Termination Notice is given; or (ciii) 45 forty-five (45) days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 forty-five (45) days subsequent to the date the Termination Notice is given. (c) On the Termination Date, after satisfaction of any outstanding Beneficiary Withdrawal Notices, and upon receipt of written approval certification of the BeneficiaryBeneficiary that it consents to such termination, the Trustee shall transfer release the Assets held and deposited under this Agreement to the Grantor and shall take any and all steps necessary to (i) transfer absolutely and unequivocally all right, title and interest in such Assets remaining (other than the Letters of Credit) and to deliver physical custody, if applicable, in such Assets to the Trust AccountGrantor or as otherwise directed by the Grantor, at which time and (ii) transfer any Letters of Credit to the Grantor; provided, that in connection with the transfer of any Whole Loan, the Trustee shall, upon receipt of written direction from the Grantor, deliver to the Grantor the applicable Loan Assignment Documents (and any other documents delivered to the Trustee) related to such Whole Loan. Following such transfer, all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities and obligations provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 911. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall ceasecease other than any obligations of the Trustee asserted by either the Grantor or the Beneficiary prior to such termination.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination [page break] Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) . On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (of if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party Xxxxx intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary Beneficiary, the Grantor and the Grantor New York Insurance Department of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after Beneficiary (ior Grantor in the case of insolvency of Beneficiary) the Grantor, with the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has given the Trustee written notice of its intention to terminate the Trust Account (in connection with the “Notice termination of Intention”), and (ii) the Trustee has given Reinsurance Agreement in accordance with the terms thereof. Insolvency of Beneficiary shall also be considered to cause the termination of this Trust Account. This Trust account can also be terminated upon the joint action of both Grantor and the Beneficiary the written Beneficiary. Such notice specified in paragraph (b) of this Section 9. The Notice of Intention shall specify the date (the "Termination Date") on which the notifying Party Beneficiary intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days following receipt by the Trustee of the Notice of Intentionterminate, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the which date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date if the Proposed Date is at least 30 days but no more than 45 fifteen (15) days subsequent to the date that the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is given, if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is given, if the Proposed Date is more than 45 days subsequent to the date the Termination Notice termination notice is given. (cb) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to Beneficiary all amounts remaining in the Trust Account. If the Reinsurance Agreement is terminated due to the insolvency of Beneficiary, then Trustee shall remit all monies due to the Beneficiary pursuant to unreimbursed payments made in accordance with the terms of the Reinsurance Agreement and thereafter transfer to Grantor any Assets remaining in the Trust Account, at which time the Trust Account shall terminate and all liability of the Trustee with respect to such Assets shall cease. (c) If the Reinsurance Agreement is converted to an Assumption Agreement as a result of Grantor's insolvency as set forth in Article VII of the Reinsurance Agreement, the Trust Account shall terminate and all Assets in the Trust Account shall be distributed to Beneficiary.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 911, (iii) the Reinsurance Agreement shall have terminated, and (iv) the Beneficiary has given the Trustee written notice that all Obligations of the reinsurer under the Reinsurance Agreement have been extinguished. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by of the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days days, subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except as provided in Section l(e) hereof and except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor and the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, has Beneficiary have given the Trustee written notice of its their intention to terminate the Trust Account (the “"Notice of Intention”"), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “"Proposed Date”"). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “"Termination Notice”") to the Beneficiary and the Grantor of the date (the “"Termination Date”") on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease. (d) In the event that Beneficiary and St. Xxxx Re UK cease to be affiliated companies, Grantor shall withdraw a percentage of Assets held in the Trust equal to the percentage of Adjusted Ending Reserves, as determined pursuant to Section l(b)(iii), relating to obligations of the Grantor to St. Xxxx Re UK under the applicable Retrocession Contracts, and shall deposit such assets in a trust account pursuant to a trust agreement on the same terms as this Agreement, except as may be agreed to by the parties.

Termination of the Trust Account. (a) The Trust Account and this Agreement, except for the indemnities provided herein, may be terminated only after (i) the Grantor, with Grantor or the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld, Beneficiary has given the Trustee written notice of its intention to terminate the Trust Account (the “Notice of Intention”), and (ii) the Trustee has given the Grantor and the Beneficiary the written notice specified in paragraph (b) of this Section 910. The Notice of Intention shall specify the date on which the notifying Party intends the Trust Account to terminate (the “Proposed Date”). (b) Within three (3) days ten Business Days following receipt by the Trustee of the Notice of Intention, the Trustee shall give written notification (the “Termination Notice”) to the Beneficiary and the Grantor of the date (the “Termination Date”) on which the Trust Account shall terminate. The Termination Date shall be (a) the Proposed Date (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is at least 30 days but no more than 45 days subsequent to the date the Termination Notice is given; (b) 30 days subsequent to the date the Termination Notice is givengiven (or if not a Business Day, the next Business Day thereafter), if the Proposed Date is fewer than 30 days subsequent to the date the Termination Notice is given; or (c) 45 days subsequent to the date the Termination Notice is givengiven (of if not a Business Day, the next Business Day thereafter), if the Proposed Date is more than 45 days subsequent to the date the Termination Notice is given. (c) On the Termination Date, upon receipt of written approval of the Beneficiary, the Trustee shall transfer to the Grantor any Assets remaining in the Trust Account, at which time all liability of the Trustee with respect to such Assets shall cease.