Common use of Beneficiary Withdrawal Clause in Contracts

Beneficiary Withdrawal. (i) Notwithstanding any other provision of this Agreement, the Beneficiary shall have the unconditional right to withdraw Trust Assets valued at Fair Market Value from the Trust Account at any time and from time to time, upon the delivery of (x) a written notice from the Beneficiary Authorized Officers to the Trustee (with respect to a withdrawal pursuant to Section 4.7(a) of the Coinsurance Agreement, with a simultaneous copy to the Grantor), substantially in the form attached hereto as Exhibit C-1 (a “Beneficiary Withdrawal Notice”) specifying the Trust Assets to be withdrawn, and (y) all applicable Loan Assignment Documents or Other Assignment Documents, in each case, for any of the purposes set forth in Section 4.7(a) or Section 4.7(b) of the Coinsurance Agreement (as applicable), and assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including any liquidator, rehabilitator, receiver or conservator of the Company), without diminution because of insolvency on the part of the Beneficiary or Grantor. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor that such withdrawal is being made in accordance with the terms of the Coinsurance Agreement and this Agreement. The Beneficiary shall not deliver a Beneficiary Withdrawal Notice except as expressly permitted by this Section 2(a). (ii) Other than a Beneficiary Withdrawal Notice and the applicable Loan Assignment Documents or Other Assignment Documents, no other statement or document need be presented by the Beneficiary in order to withdraw Trust Assets. Upon receipt of a Beneficiary Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Trust Assets being withdrawn to or for the account of Beneficiary or its designee as set forth in the Beneficiary Withdrawal Notice, including executing the applicable Loan Assignment Documents or Other Assignment Documents provided by Beneficiary. The Trustee shall be protected and indemnified for any loss, liability or damage incurred by it in relying upon and following any Beneficiary Withdrawal Notice for such withdrawal that on its face conforms to the requirements of this Agreement. (iii) The Grantor hereby authorizes the Trustee and Beneficiary to (i) prepare and file, on behalf of itself or either of them, any UCC-3 assignment, and (ii) record any assignments delivered as a Loan Assignment Document in the related real property records, in each case in connection with the withdrawal of any Mortgage Loan pursuant to a Beneficiary Withdrawal Notice or in connection with the sale, assignment or transfer of any Mortgage Loan. Such filings and recordings shall be the responsibility of Beneficiary acting directly or through one or more designated agents. (iv) In connection with the withdrawal of any Mortgage Loan or Participation Asset by the Beneficiary, the Beneficiary may direct the Trustee in writing to, and the Trustee shall, in its capacity as Trustee and not in its individual capacity, transfer the applicable Loan Assignment Documents and any other transfer documents provided to the Trustee for execution in appropriate form, necessary to endorse and transfer the Mortgage Loan or Participation Asset to the Beneficiary, and the Trustee shall reasonably cooperate with Beneficiary in providing any information or documentation necessary to effect such assignment (to the extent such information or documentation exists and is in the possession or control of the Trustee). The Grantor hereby grants the Beneficiary a limited power of attorney to act on behalf of the Grantor to the extent necessary to obtain the consents or approvals required to effect the transfer of any Mortgage Loan or Participation Asset in connection with any withdrawal by the Beneficiary permitted hereunder, and the Grantor shall reasonably cooperate with the Beneficiary in providing any information or documentation necessary to effect such sale, transfer or assignment. In the event that the Beneficiary withdraws a Mortgage Loan or Participation Asset from the Trust Account pursuant to this Agreement, then, unless otherwise agreed by the Grantor and the Beneficiary in writing with notice to the Trustee, only the entire Mortgage Loan or Participation Asset (and not a portion thereof) then in the Trust Account may be assigned or transferred to the Beneficiary. The Grantor acknowledges and agrees that, promptly following its receipt of notice of the withdrawal of a Mortgage Loan from the Trust Account, the Grantor will provide written notice to the applicable servicer of such withdrawal. (v) In connection with the withdrawal of any Equity Investment, Eligible Derivative or Private Placement by the Beneficiary, the Trustees shall deliver the applicable Other Assignment Documents to the Beneficiary, duly endorsed as necessary to transfer and assign such asset to the Beneficiary. (vi) During the continuation of a FMV Triggering Event the provisions set forth in this Section 2(a) shall be modified as set forth in Section 9.

Beneficiary Withdrawal. (i) Notwithstanding any other provision of this Agreement, but subject to Section 9(a), the Beneficiary shall have the unconditional right to withdraw Trust Assets valued at Fair Market Value from the Trust Account at any time and from time to timetime for undisputed amounts due and unpaid by the Grantor under the Coinsurance Agreement, upon the delivery of (x) a written notice from the Beneficiary Authorized Officers to the Trustee extent such failure to pay remains uncured after the expiration of the ten (with respect to a withdrawal pursuant to 10)-day cure period contemplated by Section 4.7(a) of the Coinsurance AgreementAgreement following Grantor’s receipt of notice of failure to pay undisputed amounts due thereunder (the “Payment Default Notice”). The Beneficiary is permitted to withdraw Assets from the Trust Account under the preceding sentence, following delivery of written notice from a Beneficiary Authorized Officer to the Trustee with a simultaneous copy to the Grantor, in accordance with Section 2(a)(ii), substantially in the form attached hereto as Exhibit C-1 B-1 (a “Beneficiary Withdrawal Notice”) ), specifying the Trust Assets or cash amount to be withdrawn, and (y) all applicable Loan Assignment Documents or Other Assignment Documents, in each case, . Any such withdrawals shall be for an amount necessary to reimburse the Beneficiary for any of undisputed amounts due to the purposes set forth in Section 4.7(a) or Section 4.7(b) of Beneficiary and not yet paid by the Grantor under the Coinsurance Agreement (as applicable), but not in excess of the amount specified in the related Payment Default Notice) and assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Company), Beneficiary) without diminution because of insolvency any insolvency, rehabilitation, conservatorship or comparable status on the part of the Beneficiary or Grantor, only for such purpose. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor that such withdrawal is being made in accordance with the terms of the Coinsurance Agreement and this Agreement. The Beneficiary shall not deliver a Beneficiary Withdrawal Notice except as expressly permitted by this Section 2(a2(a)(i). (ii) Other than a The occurrence of any one of the following four events subsequent to the Beneficiary giving the Beneficiary Withdrawal Notice to the Trustee and the applicable Loan Assignment Documents or Other Assignment Documents, no other statement or document need Grantor shall be presented a condition precedent to the withdrawal of Assets by the Beneficiary in order to withdraw Trust Assets. Upon receipt accordance with the Beneficiary Withdrawal Notice delivered under Section 2(a)(i): (1) Five (5) Business Days shall have elapsed from and including the date on which the Trustee and the Grantor shall both have received a copy of a the Beneficiary Withdrawal Notice, and the Trustee shall immediately take not have received any and all steps necessary to transfer absolutely and unequivocally all rightnotice, title and interest given as provided in Section 14 hereof, from the Trust Assets being withdrawn to or Grantor disputing the amount requested for withdrawal by the account of Beneficiary or its designee as set forth in the Beneficiary Withdrawal Notice, including executing the applicable Loan Assignment Documents or Other Assignment Documents provided by Beneficiary. ; or (2) The Trustee shall be protected and indemnified for any loss, liability or damage incurred by it in relying upon and following any Beneficiary Withdrawal Notice for such withdrawal that on its face conforms to the requirements of this Agreement. (iii) The Grantor hereby authorizes the Trustee and Beneficiary to (i) prepare and file, on behalf of itself or either of them, any UCC-3 assignment, and (ii) record any assignments delivered as have received a Loan Assignment Document in the related real property records, in each case in connection with the withdrawal of any Mortgage Loan pursuant to a Beneficiary Withdrawal Notice or in connection with the sale, assignment or transfer of any Mortgage Loan. Such filings and recordings shall be the responsibility of Beneficiary acting directly or through one or more designated agents. (iv) In connection with the withdrawal of any Mortgage Loan or Participation Asset certificate signed by the BeneficiaryBeneficiary and the Grantor fixing and determining the amount of Assets, if any, the Beneficiary may direct the Trustee in writing to, and the Trustee shall, in its capacity as Trustee and not in its individual capacity, transfer the applicable Loan Assignment Documents and any other transfer documents provided to the Trustee for execution in appropriate form, necessary to endorse and transfer the Mortgage Loan or Participation Asset to the Beneficiary, and the Trustee shall reasonably cooperate with Beneficiary in providing any information or documentation necessary to effect such assignment (to the extent such information or documentation exists and is in the possession or control of the Trustee). The Grantor hereby grants the Beneficiary a limited power of attorney to act on behalf of the Grantor to the extent necessary to obtain the consents or approvals required to effect the transfer of any Mortgage Loan or Participation Asset in connection with any withdrawal by the Beneficiary permitted hereunder, and the Grantor shall reasonably cooperate with the Beneficiary in providing any information or documentation necessary to effect such sale, transfer or assignment. In the event that the Beneficiary withdraws a Mortgage Loan or Participation Asset withdraw from the Trust Account pursuant to this Agreement, then, unless otherwise agreed by the Grantor and Account; or (3) The Trustee shall have received a certificate from the Beneficiary in writing with notice to certifying that a non-appealable award from an arbitration panel or judgment from a court of competent jurisdiction has been entered specifying the Trustee, only amount of Assets which the entire Mortgage Loan or Participation Asset (and not a portion thereof) then in the Trust Account Beneficiary may be assigned or transferred to the Beneficiary. The Grantor acknowledges and agrees that, promptly following its receipt of notice of the withdrawal of a Mortgage Loan withdraw from the Trust Account, with a copy of such arbitration award or judgment attached; or (4) The Trustee shall have received, in the manner provided in Section 14 hereof, written confirmation from the Grantor will provide written notice consenting to the applicable servicer withdrawal requested in the Beneficiary Withdrawal Notice. The satisfaction of such withdrawal. (v) In connection with condition precedent shall be the sole condition to the withdrawal of any Equity Investment, Eligible Derivative or Private Placement such Assets by the Beneficiary, the Trustees shall deliver the applicable Other Assignment Documents to the Beneficiary, duly endorsed as necessary to transfer and assign such asset to the Beneficiary. (vi) During the continuation of a FMV Triggering Event the provisions set forth in this Section 2(a) shall be modified as set forth in Section 9.

Beneficiary Withdrawal. In the event that the Grantor has failed to pay or reimburse the Beneficiary for material undisputed amounts due from the Grantor under the Reinsurance Agreement and not yet recovered from the Grantor, including any Reinsured Risks, Terminal Settlement or other amounts due under the Reinsurance Agreement which amounts have not been paid by the Grantor within ten (i10) Notwithstanding any other provision Business Days following its receipt of this Agreement, a specific notice thereof the Beneficiary shall have the unconditional right to withdraw Trust Assets valued at Fair Market Value from the Trust Account at any time and from time to time, upon the delivery of (x) by delivering a written notice from the Beneficiary Authorized Officers to the Trustee (with respect to a withdrawal pursuant to Section 4.7(a) of the Coinsurance Agreement, with a simultaneous copy to and the Grantor), substantially in the form attached hereto as Exhibit C-1 B-1 (a “Beneficiary Withdrawal Notice”) specifying the Trust ). Assets to be withdrawn, and (y) all applicable Loan Assignment Documents or Other Assignment Documents, in each case, for any of the purposes set forth in Section 4.7(a) or Section 4.7(b) of the Coinsurance Agreement (as applicable), and assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including any statutory liquidator, rehabilitator, receiver receiver, conservator or conservator statutory successor of the CompanyBeneficiary), without diminution because of insolvency on the part of the Beneficiary or Grantorthe Grantor for such purposes, subject to the other terms, conditions, exclusions and limitations of the Reinsurance Agreement and this Agreement. The Beneficiary need not present any statement or document other than a Beneficiary Withdrawal Notice in order to withdraw any Assets; nor is such right of withdrawal or any other provision of this Agreement subject to any conditions or qualifications not contained in this Agreement. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor and the Trustee that such withdrawal is being made in accordance with the terms of the Coinsurance this Agreement and this Agreement. The Beneficiary shall not deliver a Beneficiary Withdrawal Notice except as expressly permitted by this Section 2(a). (ii) Other than a Beneficiary Withdrawal Notice and the applicable Loan Assignment Documents or Other Assignment Documents, no other statement or document need be presented by the Beneficiary in order to withdraw Trust Assets. Upon receipt of a Beneficiary Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Trust Assets being withdrawn to or for the account of Beneficiary or its designee as set forth in the Beneficiary Withdrawal Notice, including executing the applicable Loan Assignment Documents or Other Assignment Documents provided by Beneficiary. The Trustee shall be protected and indemnified for any loss, liability or damage incurred by it in relying upon and following any Beneficiary Withdrawal Notice for such withdrawal that on its face conforms to the requirements of this Reinsurance Agreement. (iii) The Grantor hereby authorizes the Trustee and Beneficiary to (i) prepare and file, on behalf of itself or either of them, any UCC-3 assignment, and (ii) record any assignments delivered as a Loan Assignment Document in the related real property records, in each case in connection with the withdrawal of any Mortgage Loan pursuant to a Beneficiary Withdrawal Notice or in connection with the sale, assignment or transfer of any Mortgage Loan. Such filings and recordings shall be the responsibility of Beneficiary acting directly or through one or more designated agents. (iv) In connection with the withdrawal of any Mortgage Loan or Participation Asset by the Beneficiary, the Beneficiary may direct the Trustee in writing to, and the Trustee shall, in its capacity as Trustee and not in its individual capacity, transfer the applicable Loan Assignment Documents and any other transfer documents provided to the Trustee for execution in appropriate form, necessary to endorse and transfer the Mortgage Loan or Participation Asset to the Beneficiary, and the Trustee shall reasonably cooperate with Beneficiary in providing any information or documentation necessary to effect such assignment (to the extent such information or documentation exists and is in the possession or control of the Trustee). The Grantor hereby grants the Beneficiary a limited power of attorney to act on behalf of the Grantor to the extent necessary to obtain the consents or approvals required to effect the transfer of any Mortgage Loan or Participation Asset in connection with any withdrawal by the Beneficiary permitted hereunder, and the Grantor shall reasonably cooperate with the Beneficiary in providing any information or documentation necessary to effect such sale, transfer or assignment. In the event that the Beneficiary withdraws a Mortgage Loan or Participation Asset from the Trust Account pursuant to this Agreement, then, unless otherwise agreed by the Grantor and the Beneficiary in writing with notice to the Trustee, only the entire Mortgage Loan or Participation Asset (and not a portion thereof) then in the Trust Account may be assigned or transferred to the Beneficiary. The Grantor acknowledges and agrees that, promptly following its receipt of notice of the withdrawal of a Mortgage Loan from the Trust Account, the Grantor will provide written notice to the applicable servicer of such withdrawal. (v) In connection with the withdrawal of any Equity Investment, Eligible Derivative or Private Placement by the Beneficiary, the Trustees shall deliver the applicable Other Assignment Documents to the Beneficiary, duly endorsed as necessary to transfer and assign such asset to the Beneficiary. (vi) During the continuation of a FMV Triggering Event the provisions set forth in this Section 2(a) shall be modified as set forth in Section 9.