SECURITY AGREEMENT Dated as of March 31, 2009 From Flagstone Réassurance Suisse SA as Grantor to Barclays Bank PLC as Secured Party
Exhibit
99.4
Dated as
of March 31, 2009
From
Flagstone
Réassurance Suisse SA
as
Grantor
to
Barclays
Bank PLC
as
Secured Party
TABLE
OF CONTENTS
Section Page
SECTION
1. Grant
of
Security 1
SECTION
2. Security
for
Obligations 2
SECTION
3. Grantor
Remains
Liable 2
SECTION
4. Delivery
and Control of Security
Collateral 2
SECTION
5. Representations
and
Warranties 3
SECTION
6. Further
Assurances 4
SECTION
7.
Post-Closing Changes;
Bailees 4
SECTION
8. Transfers
and Other Liens; Additional
Shares 5
SECTION
9. Secured
Party Appointed
Attorney-in-Fact 5
SECTION
10. Secured
Party May
Perform 5
SECTION
11. The
Secured Party’s Duties; Notices of Exclusive Control 5
SECTION
12. Remedies 6
SECTION
13. Indemnity
and
Expenses 7
SECTION
14. Amendments;
Waivers 8
SECTION
15. Notices 8
SECTION
16. Continuing
Security Interest; Assignments under the
Facility
Agreement 8
SECTION
17. Release;
Termination 8
SECTION
18. Execution
in
Counterparts 9
SECTION
19. Governing
Law 9
SECTION
20. Consent
to Jurisdiction and Service 9
Schedule
I - Location,
Chief Executive Office, Type Of Organization, Jurisdiction Of
Organization And Organizational
Identification Number
Schedule
II - List
and Description of Securities Accounts
SECURITY
AGREEMENT dated as of March 31, 2009, made by Flagstone Réassurance Suisse SA
(the “Grantor”) to Barclays Bank PLC, as Secured Party (the "Secured
Party").
PRELIMINARY
STATEMENTS
(1) The
Grantor and the Secured Party have entered into that certain $200,000,000
Multicurrency Letter of Credit Facility Agreement, dated as of the date hereof
(said agreement, as it may hereafter be amended, amended and restated, replaced,
novated, supplemented or otherwise modified from time to time, being the
“Facility Agreement”).
(2) The
Grantor has security entitlements (the “Pledged Security Entitlements”) with respect to all the
financial assets (the “Pledged Financial Assets”) credited from time to
time to the accounts (the “Securities Accounts”) described in Schedule II
hereto.
(3) Pursuant
to the Facility Agreement, the Grantor is entering into this Agreement in order
to grant to the Secured Party a security interest in the Collateral (as
hereinafter defined).
(4) It
is a condition precedent to the making of the facility under the Facility
Agreement that the Grantor shall have granted the assignment and security
interest and made the pledge and assignment contemplated by this
Agreement.
(5) The
Grantor will derive substantial direct and indirect benefit from the
transactions contemplated by the Finance Documents (as defined in the Facility
Agreement).
(6) Terms
defined in the Facility Agreement and not otherwise defined in this Agreement
are used in this Agreement as defined in the Facility
Agreement. Further, unless otherwise defined in this Agreement or in
the Facility Agreement, terms defined in Article 8 or 9 of the UCC (as defined
below) are used in this Agreement as such terms are defined in such Article 8 or
9. “UCC” means the Uniform Commercial Code as in effect, from time to
time, in the State of New York; provided, that, if perfection
or the effect of perfection or non-perfection or the priority of any security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.
NOW,
THEREFORE, in consideration of the premises and in order to induce the Secured
Party to enter into the Facility Agreement and to provide the facility described
therein, the Grantor hereby agrees with the Secured Party as
follows:
SECTION
1. Grant of
Security. The Grantor hereby grants to the Secured Party a
security interest in the Grantor’s right, title and interest in and to the
following assets of the Grantor, wherever located, and whether now or hereafter
existing or arising (collectively, the “Collateral”):
(a) the
Securities Accounts of the Grantor, all Pledged Security Entitlements with
respect to all Pledged Financial Assets from time to time credited to such
Securities Accounts, and all Pledged Financial Assets, and all dividends,
distributions, return of capital, interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such Pledged Security Entitlements or such Pledged
Financial Assets and all subscription warrants, rights or options issued thereon
or with respect thereto; and
(b) all
accessions and additions to, and substitutions and replacements of, any and all
of the foregoing; and
(c) all
proceeds and products of the foregoing.
SECTION
2. Security
for Obligations. (a) This Agreement secures, in the case of
the Grantor, the payment and performance of any and all amounts now due or that
may hereafter become due under the Finance Documents (the
"Obligations").
SECTION
3. Grantor
Remains Liable. Anything herein to the contrary
notwithstanding, (a) the Grantor shall remain liable under the contracts and
agreements included in the Grantor's Collateral to the extent set forth therein
to perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Secured Party of
any of the rights hereunder shall not release any Grantor from any of its duties
or obligations under the contracts and agreements included in the Collateral,
and (c) the Secured Party shall not have any obligation or liability under the
contracts and agreements included in the Collateral by reason of this Agreement
or any other Finance Document, nor shall the Secured Party be obligated to
perform any of the obligations or duties of the Grantor thereunder or to take
any action to collect or enforce any claim for payment assigned
hereunder.
SECTION 4. Delivery and Control of
Collateral. So long as any of the Obligations shall remain
unpaid or unperformed:
(a) With
respect to any Collateral in which the Grantor has any right, title or interest
and that constitutes a security entitlement in which the Secured Party is not
the entitlement holder, the Grantor will cause the securities intermediary with
respect to such security entitlement to either (i) identify in its records the
Secured Party as the entitlement holder of such security entitlement against
such securities intermediary or (ii) agree in an authenticated record with the
Grantor and the Secured Party that such securities intermediary will comply with
entitlement orders (that is, notifications communicated to such securities
intermediary directing transfer or redemption of the financial asset to which
the Grantor has a security entitlement) originated by the Secured Party without
further consent of the Grantor, such authenticated record to be in form and
substance reasonably satisfactory to the Secured Party (said agreement, as it
may hereafter be amended, amended and restated, replaced, novated, supplemented
or otherwise modified from time to time, a “Securities Account Control
Agreement” and each securities intermediary that shall be a party to a
Securities Account Control Agreement being herein referred to as a “Securities
Intermediary”).
(b) The
Grantor will not change or add any Securities Intermediary that maintains any
securities account in which any of the Collateral is credited or carried, or
change or add any such securities account, in each case without first complying
with the above provisions of this Section 4 in order to perfect the security
interest granted hereunder in such Collateral.
SECTION
5. Representations and
Warranties. The Grantor represents and warrants as
follows:
(a) The
Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto. The Grantor is located,
within the meaning of Section 9-307 of the UCC, and has its chief executive
office in the state or jurisdiction set forth in Schedule I
hereto. The Grantor has no place of business or other location in the
United States of America. The information set forth in Schedule I
hereto with respect to the Grantor is true and accurate in all
respects. The Grantor has not permitted a Uniform Commercial Code
financing statement to be filed in respect of it as debtor with respect to the
Collateral under any other name, location, chief executive office, type of
organization, jurisdiction of organization or organizational identification
number than those set forth in Schedule I hereto.
(b) The
Grantor is the legal and beneficial owner of the Collateral free and clear of
any lien, claim, option or right of others, except for the security interest
created under this Agreement, the applicable Securities Account Control
Agreement or any Permitted Security under the Facility Agreement. No
effective financing statement or other instrument similar is in effect covering
all or any part of such Collateral, except such as may have been filed in favor
of the Secured Party relating to the Finance Documents or pursuant to any
Permitted Security. The Grantor has no trade names.
(c) Each
Securities Account is set out on Schedule II hereto. Such Securities
Accounts are not subject to any control agreements with any party other than
control agreements to which the Secured Party is a party.
(d) All
filings and other actions, including, without limitation, actions necessary to
obtain control of Collateral as provided in the UCC, and actions necessary to
perfect the Secured Party's security interest with respect to Collateral have
been duly made or taken or will be duly made or taken, to the extent
contemplated by the Facility Agreement, and upon the occurrence of such filings
or actions, this Agreement will create in favor of the Secured Party a valid
and, together with such filings and other actions, perfected first priority
security interest (subject only to Permitted Security and any security interest
created under the applicable Securities Account Control Agreement) in such
Collateral, securing the payment of the Obligations.
(e) No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for (i)
the grant by the Grantor of the security interest granted hereunder or for
the execution,
delivery or performance of this Agreement by the Grantor, (ii) the perfection or
maintenance of the security interest created hereunder, including the first
priority nature of such security interest (subject only to Permitted Security
and any security interest created under the applicable Securities Account
Control Agreement), except for the filing of financing and continuation
statements under the UCC, and the actions described in Section 4, which actions
have been taken and are in full force and effect, or (iii) the exercise by the
Secured Party of its voting or other rights provided for in this Agreement or
the remedies in respect of the Collateral pursuant to this Agreement, except as
may be required in connection with the disposition of any portion of the
Collateral by laws affecting the offering and sale of securities
generally.
SECTION
6. Further
Assurances. (a) The Grantor agrees that from time to time, at
the expense of the Grantor, the Grantor will promptly execute and deliver, or
otherwise authenticate, all further instruments and documents, and take all
further action that, in each case, may be necessary or proper, or that the
Secured Party may reasonably request, in order to perfect and protect any pledge
or security interest granted or purported to be granted by the Grantor hereunder
or to enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Collateral of the Grantor. Without
limiting the generality of the foregoing, the Grantor will promptly with respect
to Collateral of the Grantor: (i) if any such Collateral shall be
evidenced by a promissory note or other instrument, deliver and pledge to the
Secured Party hereunder such note or instrument duly indorsed and accompanied by
duly executed instruments of transfer or assignment, all in form and substance
reasonably satisfactory to the Secured Party; (ii) execute or authenticate and
file such financing or continuation statements or amendments thereto, and such
other instruments or notices, as may be necessary or proper, or as the Secured
Party may reasonably request, in order to perfect and preserve the security
interest granted or purported to be granted by the Grantor hereunder; and (iii)
take all action reasonably necessary to ensure that the Secured Party has
control of Collateral consisting of Securities Accounts, investment property,
and transferable records as provided in the UCC.
(b) The
Grantor hereby authorizes the Secured Party to file one or more financing or
continuation statements and amendments thereto, including, without limitation,
one or more financing statements indicating that such financing statements cover
all or any part of the Collateral of the Grantor, in each case without the
signature of the Grantor, and regardless of whether any particular asset
described in such financing statements falls within the scope of the
UCC. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
(c) The
Grantor will furnish to the Secured Party from time to time (i) statements and
schedules further identifying and describing the Collateral of the Grantor and
such other reports in connection with such Collateral as the Secured Party may
reasonably request, all in reasonable detail in order to perfect and preserve
the security interests granted or purported to be granted hereunder; (ii) such
information as is reasonably necessary so that the Secured Party from time to
time and at any time can conduct or cause to be conducted a valuation of the
Collateral with the expenses of the Secured Party in connection therewith to be
paid by the Grantor pursuant to Section 13 hereof; and (iii) such other
information as may be reasonably requested
by the Secured Party from time to time with respect to the
Collateral.
SECTION
7. Post-Closing Changes;
Bailees. The Grantor will provide written notice to the
Secured Party of a change in the Grantor's name, type of organization,
jurisdiction of organization, organizational identification number or location
from those set forth on Schedule I of this Agreement within thirty (30) days of
such change, and shall take all action reasonably required by the Secured Party
for the purpose of perfecting or protecting the security interest granted by
this Agreement. The Grantor will not become bound by a security
agreement with respect to any of the Collateral authenticated by another Person,
determined as provided in Section 9-203(d) of the UCC, without giving the
Secured Party thirty (30) days' prior written notice thereof and taking all
action required by the Secured Party to ensure that the perfection and first
priority nature of the Secured Party's security interest in the Collateral will
be maintained. The Grantor will hold and preserve its records
relating to the Collateral and will permit representatives of the Secured Party
at any time during normal business hours and upon reasonable prior notice to
inspect and make abstracts from such records. If the Grantor does not have an organizational
identification number and later obtains one, it will forthwith notify the
Secured Party of such organizational identification number.
SECTION
8. Transfers and Other Liens;
Additional Shares. The Grantor agrees that it will not (i)
sell, assign or otherwise dispose of, or grant any option with respect to, any
of the Collateral, other than sales, assignments and other dispositions of the
Collateral, and options relating to the Collateral, permitted under the terms of
this Agreement or the Facility Agreement, or (ii) create or suffer to exist any
lien upon or with respect to any of the Collateral except for the pledge,
assignment and security interest created under this Agreement or any Securities
Account Control Agreement and any Permitted Security pursuant to the Facility
Agreement.
SECTION
9. Secured
Party Appointed Attorney-in-Fact. The Grantor hereby
irrevocably appoints the Secured Party the Grantor's attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name of the Grantor
or otherwise, from time to time upon the occurrence and during the continuance
of a Default or an Event of Default, in the Secured Party's discretion, to take
any action and to execute any instrument that the Secured Party may deem
reasonably necessary or proper to accomplish the purposes of this Agreement,
including, without limitation:
(a) to
ask for, demand, collect, ▇▇▇ for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Collateral;
(b) to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper in respect of any of the Collateral; and
(c) to
file any claims or take any action or institute any proceedings that the Secured
Party may deem reasonably necessary or proper for the collection of any of the
Collateral or otherwise to enforce the rights of the Secured Party with respect
to any of the Collateral.
SECTION
10. Secured
Party May Perform. If the Grantor fails to perform any
agreement contained herein, the Secured Party may, but without any obligation to
do so and without notice, itself perform or cause performance of, such
agreement, and the expenses of the Secured Party reasonably incurred in
connection therewith shall be payable by the Grantor under Section
13.
SECTION
11. The
Secured Party's Duties; Notices of Exclusive Control. (a) The
powers conferred on the Secured Party hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the exercise of reasonable care in the safe
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Secured Party shall have no duty as to
any Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not it has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Collateral. The
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which it accords its own
property.
(b) The
Secured Party may from time to time, upon prior written notice to the Grantor,
when the Secured Party deems it to be reasonably necessary in order to preserve
and protect the Collateral, appoint one or more subtrustees (each a
“Subtrustee”) for the Secured Party hereunder with respect to all or any part of
the Collateral. In the event that the Secured Party so appoints any
Subtrustee with respect to any Collateral, (i) the assignment and pledge of such
Collateral and the security interest granted in such Collateral by the Grantor
hereunder shall be deemed for purposes of this Security Agreement to have been
made to such Subtrustee, in addition to the Secured Party as security for the
Obligations of the Grantor, (ii) such Subtrustee shall automatically be vested,
in addition to the Secured Party, with all rights, powers, privileges, interests
and remedies of the Secured Party hereunder with respect to such Collateral, and
(iii) the term “Secured Party,” when used herein in relation to any rights,
powers, privileges, interests and remedies of the Secured Party with respect to
such Collateral, shall include such Subtrustee; provided, however, that no
such Subtrustee shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by
the Secured Party.
(c) The
Secured Party hereby agrees that it will not deliver any Notice of Exclusive
Control, as that term is defined in the Securities Account Control Agreement to
the Securities Intermediary or similar notices as provided in the agreements
entered into by the Grantor that are similar to the Securities Account Control
Agreement prior to the occurrence of a Default or an Event of
Default. In the event that (i) the Secured Party delivers a notice of
Exclusive Control following the occurrence of a Default, (ii) such Default shall
be cured within the applicable cure period, and (iii) no other Default or Event
of Default shall have occurred, Secured Party shall notify each Securities
Intermediary to which it shall have delivered a Notice of Exclusive Control with
respect to such Default that the Secured Party is withdrawing such Notice of
Exclusive Control.
(d) The
Secured Party hereby agrees that it will provide the notice of termination
described in the form of the Securities Account Control Agreement entered into
pursuant hereto, or similar notices as provided in agreements entered into by
the Grantor that are similar to the Securities Account Control Agreement, in
each case upon the request of the Grantor after termination of the security
interest granted hereby in accordance with Section 16 hereof.
SECTION
12. Remedies. If
any Event of Default shall have occurred and be continuing:
(a) The
Secured Party may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party upon default under the UCC, whether or
not the UCC applies to the affected Collateral, and also may: (i) require the
Grantor to, and the Grantor hereby agrees that it will at its expense and upon
request of the Secured Party forthwith, assemble all or part of the Collateral
as directed by the Secured Party and make it available to the
Secured Party at a place and time to be designated by the Secured Party that is
reasonably convenient to both parties; (ii) without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Secured Party's offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Secured Party
may deem commercially reasonable; (iii) occupy any premises owned or leased by
the Grantor where the Collateral or any part thereof is assembled or located for
a reasonable period in order to effectuate its rights and remedies hereunder or
under law, without obligation to such Grantor in respect of such occupation; and
(iv) exercise any and all rights and remedies of the Grantor under or in
connection otherwise in respect of the Collateral, including, without
limitation, (A) any and all rights of the Grantor to demand or otherwise require
payment of any amount under the Collateral, and (B) exercise all other rights
and remedies with respect to the Collateral. The Grantor agrees that,
to the extent notice of sale shall be required by law, at least ten days' notice
to the Grantor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable
notification. The Secured Party shall not be obligated to make any
sale of Collateral regardless of notice of sale having been
given. The Secured Party may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned.
(b) Any
cash held by or on behalf of the Secured Party and all cash proceeds received by
or on behalf of the Secured Party in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral may, in the discretion
of the Secured Party, be held by the Secured Party as Collateral for, and/or
then or at any time thereafter applied, after payment of any amounts payable to
the Secured Party pursuant to Section 13, in whole or in part by the Secured
Party against, all or any part of the Obligations, in the following
manner:
(i) first, paid to the Secured Party
for any amounts then owing to the Secured Party pursuant to the Facility
Agreement or otherwise under the Finance Documents; and
(ii) second, any surplus of such
cash or cash proceeds held by or on the behalf of the Secured Party and
remaining after payment in full of all the Obligations shall be paid over to the
Grantor or to whomsoever may be lawfully entitled to receive such
surplus.
(c) All
payments received by the Grantor in respect of the Collateral shall be received
in trust for the benefit of the Secured Party, shall be segregated from other
funds of the Grantor and shall be forthwith paid over to the Secured Party in
the same form as so received with any necessary indorsement.
SECTION
13. Indemnity and
Expenses. (a) The Grantor agrees to indemnify and hold
harmless the Secured Party and its Affiliates and respective officers,
directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and
shall pay on demand any and all claims, damages, losses, liabilities and
expenses, including, without limitation, reasonable fees and out-of-pocket
expenses of counsel, that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or
resulting from any enforcement, investigation, litigation or proceeding related
to this Agreement, except to the extent such claim, damage, liability or expense
arises solely from such Indemnified Party's gross negligence, willful misconduct
or intentional breach of this Agreement.
(b) The
Grantor will upon demand pay to the Secured Party the amount of any and all
reasonable expenses, including, without limitation, the reasonable fees and
out-of-pocket expenses of its counsel and of any experts and agents, that the
Secured Party may incur in connection with (i) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of
the Collateral of the Grantor, (ii) the exercise or enforcement of any of the
rights of the Secured Party hereunder, or (iii) the failure by the Grantor to
perform or observe any of the provisions hereof.
SECTION
14. Amendments;
Waivers. No amendment, modification or waiver of any provision
of this Agreement shall in any event be effective unless the same shall be in
writing and signed by the Secured Party, and, in the case of any such amendment
or modification by the Grantor, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. No failure on the part of the Secured Party to exercise, and
no delay in exercising any right hereunder, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.
SECTION
15. Notices. All
notices and other communications provided for hereunder shall be either in
writing, including telecopier communication, and delivered as specified in
Section 29 of the Facility Agreement.
SECTION
16. Continuing Security
Interest; Assignments under the Facility Agreement. This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the payment or performance in
full of the Obligations ; (b) be binding upon the Grantor, its successors and
assigns; and (c) inure, together with the rights and remedies of the Secured
Party hereunder.
SECTION
17. Release;
Termination. (a) While the Facility Agreement is in effect,
upon any sale, lease, transfer or other disposition of any item of Collateral of
the Grantor in accordance with the terms of the Finance Documents, the security
interest granted hereby in such Collateral shall immediately and automatically
terminate and all rights to such Collateral shall revert to the Grantor without
any further action by the Secured Party or any other person effective as of the
time of such sale, lease, transfer or other disposition.
(b) Except
as provided in Section 13, which Obligations shall survive termination until the
payment or performance in full of the Obligations then
owing to the Secured Party, the pledge and security interest granted hereby with
respect to the Obligations, shall terminate and all rights to the Collateral in
favor of the Secured Party shall revert to the Grantor without any further
action by the Secured Party or any other person.
(c) Notwithstanding
the foregoing provisions of this Section 17, in the event that any payment of
the Obligations is avoided or otherwise required to be rescinded, the security
interest granted in this Agreement shall be reinstated as of the date of such
payment as if the avoided or rescinded payment had never been
received.
(d) Upon
any termination of the security interest with respect to any of the Collateral
hereunder or any discharge and release of the Grantor's obligations hereunder,
in each case as described in subsections (a) through (b) of this Section 17, the
Secured Party will, at the Grantor's expense, execute and deliver to the Grantor
such documents as
the Grantor shall reasonably request to evidence such termination discharge or
release; provided, however,
the Secured Party may, at its discretion, elect to delay the delivery of
such documents until 220 days after the date of the final payment of the
Obligation.
SECTION
18. Execution in
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of an original
executed counterpart of this Agreement.
SECTION
19. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
principles of conflicts of laws thereof that would defer to the laws of another
jurisdiction.
SECTION
20. Consent
to Jurisdiction and Service. The Grantor and the Secured Party
each hereby absolutely and irrevocably consents and submits to the jurisdiction
of the courts of the State of New York and of any Federal court located in
the County and State of New York in connection with any actions or
proceedings brought against the Secured Party or the Grantor arising out of or
relating to this Agreement. Each party hereto hereby irrevocably
waives any objection on the grounds of venue, forum non conveniens, or
any similar grounds, and irrevocably consents to service of process by mail or
in any other manner permitted by New York law, and irrevocably waives its
right to any jury trial.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.
FLAGSTONE RÉASSURANCE SUISSE
SA
By: G ▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇
Title: CEO Director
Address for
Notices:
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇,
▇▇-▇▇▇▇,
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Telephone: ▇▇▇ ▇▇ ▇▇▇ ▇▇
▇▇
Telecopier: ▇▇▇ ▇▇ ▇▇▇
▇▇▇▇
BARCLAYS
BANK PLC
By: ▇▇▇▇▇
▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇
Title:
Relationship Director
Address for
Notices:
Barclays
Bank PLC
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FLAGSTONE
RÉASSURANCE SUISSE SA
SECURITY
AGREEMENT DISCLOSURE SCHEDULES
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SCHEDULE
I
GRANTOR
INFORMATION
NAME: FLAGSTONE
RÉASSURANCE SUISSE SA
ADDRESS
& CHIEF EXECUTIVE
OFFICE: ▇▇▇
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TYPE OF
ORGANIZATION: Company
incorporated in Switzerland
JURISDICTION OF
ORGANIZATION: Switzerland
COMPANY
NUMBER: CH-621.3.007.041-9
SCHEDULE
II
SECURITIES
ACCOUNTS
Account
Name Where
Held Account
Number
[TO
BE PROVIDED]