ITS ACTIONS OR ITS PERFORMANCE
OR LACK OF PERFORMANCE OF ITS DUTIES HEREUNDER IN THE ABSENCE OF ITS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
IN NO EVENT SHALL TRUSTEE BE LIABLE (I) FOR
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (II) ANY LOSSES DUE TO FORCES
BEYOND THE CONTROL OF TRUSTEE, INCLUDING WITHOUT LIMITATION STRIKES, WORK
STOPPAGES, ACTS OF WAR OR TERRORISM, INSURRECTION, REVOLUTION, NUCLEAR OR
NATURAL CATASTROPHES OR ACTS OF GOD, AND INTERRUPTIONS, LOSS OR MALFUNCTIONS OF
UTILITIES, COMMUNICATIONS OR COMPUTER (SOFTWARE AND HARDWARE) SERVICES.
SECTION 14.02.INDEMNIFICATION.
THE COMPANY SHALL BE LIABLE FOR, AND SHALL
INDEMNIFY TRUSTEE AND HOLD TRUSTEE HARMLESS FROM AND AGAINST, ANY AND ALL LOSSES
HOWSOEVER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE
OF TRUSTEE'S DUTIES HEREUNDER, THE ENFORCEMENT OF THIS AGREEMENT AND DISPUTES
BETWEEN THE PARTIES HERETO, PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN
SHALL REQUIRE THAT TRUSTEE BE INDEMNIFIED FOR ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
ARTICLE XV
RESIGNATION, REMOVAL AND TERMINATION NOTICES
SECTION 15.01. RESIGNATION, REMOVAL AND TERMINATION NOTICES.
ALL NOTICES OF
RESIGNATION, REMOVAL OR TERMINATION UNDER THIS AGREEMENT MUST BE IN WRITING AND
MAILED TO THE PARTY TO WHICH THE NOTICE IS BEING GIVEN BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO THE COMPANY C/O THOMAS L. FORSYTH,
ESQ., ONEBEACON INSURANCE GROUP LLC, ONE BEACON STREET, BOSTON, MA 02108, AND TO
THE TRUSTEE C/O WHITE MOUNTAINS CAPITAL, INC., 80 SOUTH MAIN ST., HANOVER, NH
03755, OR TO SUCH OTHER ADDRESSES AS THE PARTIES HAVE NOTIFIED EACH OTHER OF IN
THE FOREGOING MANNER.
ARTICLE XVI
DURATION
SECTION 16.01. DURATION.
THE TRUST SHALL CONTINUE IN EFFECT UNTIL THE BERKSHIRE
PREFERRED STOCK IS REDEEMED IN FULL AND THE COMPANY HAS NO FURTHER OBLIGATIONS
WITH RESPECT TO SUCH STOCK SUBJECT, HOWEVER, TO THE PROVISIONS OF THIS AGREEMENT
RELATING TO AMENDMENT OR TERMINATION.
ARTICLE XVII
GENERAL
SECTION 17.01. PERFORMANCE BY THE TRUSTEE, ITS AGENTS OR AFFILIATES.
THE
COMPANY ACKNOWLEDGES AND AUTHORIZES THAT THE SERVICES TO BE PROVIDED UNDER THIS
AGREEMENT SHALL BE PROVIDED BY THE TRUSTEE, ITS AGENTS OR AFFILIATES, AND THAT
CERTAIN OF SUCH SERVICES MAY BE PROVIDED PURSUANT TO ONE OR MORE OTHER
CONTRACTUAL AGREEMENTS OR RELATIONSHIPS.
SECTION 17.02. ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS ALL THE TERMS AGREED
UPON BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
SECTION 17.03. WAIVER.
NO WAIVER BY EITHER PARTY OF ANY FAILURE OR REFUSAL TO
COMPLY WITH AN OBLIGATION HEREUNDER SHALL BE DEEMED A WAIVER OF ANY OTHER OR
SUBSEQUENT FAILURE OR REFUSAL TO SO COMPLY.
SECTION 17.04. NON-ASSIGNMENT.
PAYMENTS TO BERKSHIRE UNDER THE TRUST, IF ANY,
MAY NOT BE ANTICIPATED, ASSIGNED (EITHER AT LAW OR IN EQUITY), ALIENATED,
PLEDGED, ENCUMBERED OR SUBJECTED TO ATTACHMENT, GARNISHMENT, LEVY, EXECUTION OR
OTHER LEGAL OR EQUITABLE PROCESS.
SECTION 17.05. SUCCESSORS AND ASSIGNS.
THE STIPULATIONS IN THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF, AND SHALL BIND, THE SUCCESSORS AND ASSIGNS OF THE
RESPECTIVE PARTIES.
SECTION 17.06. PARTIAL INVALIDITY.
IF ANY TERM OR PROVISION OF THIS AGREEMENT
OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL, TO