Common use of Trust Account Withdrawals Clause in Contracts

Trust Account Withdrawals. If, as of any month end on and after the Closing Date, (x) the Trust Account Balance exceeds the Required Balance, minus if applicable, amounts withdrawn by the Company in accordance with Section 9.8 that are subject to a good faith dispute, provided that such reduction shall only be permitted to the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus (y) if applicable, the Retrocession Trust Account Balance (if any), then within ten (10) Business Days after the Reinsurer’s receipt of a Monthly Reinsurance Settlement Report for such month end, the Reinsurer may make a written demand to the Trustee to release to the Reinsurer assets in the Trust Account and the Trustee shall release such assets, subject to the Company’s prior written consent, which consent shall be granted if all of the following conditions and those set forth in clause (x) above are satisfied after any such withdrawal and shall be deemed granted if the Company has not provided the Reinsurer and Trustee a written response within five (5) Business Days of receipt of Reinsurer’s written demand: (a) no Recapture Event has occurred and is continuing (unless a recapture in respect of such Recapture Event is no longer exercisable); (b) the Book Value, including accrued interest for so long as such interest is credited by the Trustee, of the Trust Account assets shall be no less than the Required Balance, minus if applicable, amounts withdrawn by the Company in accordance with Section 9.8 that are subject to a good faith dispute, provided that such reduction shall only be permitted to the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus if applicable, the Retrocession Trust Account Balance (if any) after such withdrawal; and (c) all the assets held in the Trust Account after such withdrawal are Eligible Trust Account Assets; provided, however, that with respect to any withdrawal and transfer of cash in connection with the payment by the Reinsurer of an amount specified in a Monthly Reinsurance Settlement Report, if the conditions in (x) and (a) through (c) are all met, the Reinsurer may direct the Trustee to release such cash to the Company without prior notice to or approval by the Company, upon presentation to the Trustee of (i) a copy of the applicable Monthly Reinsurance Settlement Report delivered by the Company to the Reinsurer and (ii) a certification to the Trustee, with a copy to the Company, that such conditions are met.

Trust Account Withdrawals. If, as of any month end on and after the Closing Date, (x) the Trust Account Balance exceeds the Required Balance, minus if applicable, amounts withdrawn by the Company in accordance with Section 9.8 that are subject to a good faith dispute, provided that such reduction shall only be permitted to the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus (y) if applicable, the Retrocession Trust Account Balance (if any), then within ten (10) Business Days after the Reinsurer’s receipt of a Monthly Reinsurance Settlement Report for such month end, the Reinsurer may make a written demand to the Trustee to release to the Reinsurer assets Assets in the Trust Account and the Trustee shall release such assetsmay be withdrawn by Seller at any time, subject to the Company’s prior written consentnotwithstanding any other provisions in this Agreement, which consent shall be granted if all of the following conditions and those set forth in clause (x) above are satisfied after any such withdrawal and shall be deemed granted if utilized and applied by Seller or any successor of Seller by operation of law, including without limitation any liquidator, rehabilitator, receiver or conservator of Seller, without diminution because of insolvency on the Company has not provided part of Seller or Reinsurer, only for the Reinsurer and Trustee a written response within five (5) Business Days of receipt of Reinsurer’s written demand: following purposes: (a) no Recapture Event has occurred to pay or reimburse Seller for Reinsurer’s share, under the terms and is continuing (unless a recapture in respect provisions of such Recapture Event is no longer exercisable); this Agreement, of Insurance Liabilities not paid directly by Reinsurer; (b) the Book Value, including accrued interest for so long as such interest is credited by the Trustee, of the Trust Account assets shall be no less than the Required Balance, minus if applicable, to pay to Reinsurer amounts withdrawn by the Company in accordance with Section 9.8 that are subject to a good faith dispute, provided that such reduction shall only be permitted to the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus if applicable, the Retrocession Trust Account Balance (if any) after such withdrawal; and (c) all the assets held in the Trust Account after such withdrawal are Eligible in excess of 102% of the Gross Statutory Reserves; and (c) where Seller has received notification of termination of the Trust Account Assets; providedand where Reinsurer’s obligations under this Agreement remain unliquidated and undischarged ten (10) days prior to the termination date, however, that with respect to any withdrawal and transfer of cash in connection with the payment by the Reinsurer of withdraw an amount of assets which, in the aggregate, equal Reinsurer’s share of the obligations assumed under this Agreement (to the extent the liabilities have not already been paid through a deduction from the Trust Account or by Reinsurer directly), and deposit those assets in a separate account (the “Termination Account”) in the name of Seller (and Seller hereby covenants and agrees to provide Reinsurer with a first priority security interest over such account) in a qualified United States financial institution apart from its general assets, in trust only for the uses and purpose specified in a Monthly Reinsurance Settlement Report, if the conditions in paragraphs (xa) and (ab) through (c) are all met, the Reinsurer may direct the Trustee to release such of this Section 8.7. Seller shall pay interest in cash to Reinsurer on the Company without prior notice to or approval by the Companyamount withdrawn, upon presentation equal to the Trustee actual amount of (i) a copy of interest, dividends and other income earned on the applicable Monthly Reinsurance Settlement Report delivered by assets in the Company to Termination Account. Seller may at any time substitute or exchange any assets held in the Reinsurer Termination Account and (ii) a certification to invest or reinvest such assets, provided that the Trustee, with a copy to the Company, that such conditions assets so substituted or exchanged and all reinvestment assets are metin cash or cash equivalents.

Trust Account Withdrawals. IfA. Subject to this Article IV, as Paragraph 8, the Ceding Company or any successor of any month end on and after the Closing Date, (x) Ceding Company may withdraw cash and/or assets from the Trust Account Balance exceeds to pay, and only to pay, to the Required Balance, minus if applicable, amounts withdrawn Ceding Company any Net Settlement or Terminal Accounting and Settlement then due and payable by the Company Reinsurer under the terms and provisions of this Agreement and shall only do so in accordance with Section 9.8 that are subject to the Trust Agreement and after delivering a good faith dispute, provided that such reduction shall only be permitted to certification by the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus (y) if applicable, the Retrocession Trust Account Balance (if any), then within ten (10) Business Days after the Reinsurer’s receipt of a Monthly Reinsurance Settlement Report for such month end, the Reinsurer may make a written demand Ceding Company to the Trustee to release to and the Reinsurer assets in the form set forth in the Trust Account and Agreement as a “Beneficiary Withdrawal Notice” that the Trustee conditions of this Paragraph have been satisfied. B. Notwithstanding the foregoing, the Ceding Company shall release such assets, subject to the Company’s prior written consent, which consent shall be granted if all of the following conditions and those set forth in clause (x) above are satisfied after any such withdrawal and shall be deemed granted if the Company has not provided the Reinsurer and Trustee a written response within five (5) Business Days of receipt of Reinsurer’s written demand: (a) no Recapture Event has occurred and is continuing (unless a recapture in respect of such Recapture Event is no longer exercisable); (b) the Book Value, including accrued interest for so long as such interest is credited by the Trustee, of withdraw cash and/or assets from the Trust Account assets shall be no less than the Required Balance, minus if applicable, amounts withdrawn pursuant to this Paragraph unless any such amount payable by the Company in accordance with Section 9.8 that are subject to a good faith disputeReinsurer under this Agreement is not paid within [REDACTED] following receipt by the reinsurer from the Ceding company of specific written demand for payment of such amounts (which demand shall not be provided until the due date for such amounts under this Agreement has passed) or, provided that such reduction shall only be permitted to the extent that such disputed amount has not already been reflected in the NAIC Reserves incorporated in the Required Balance, minus if applicable, the Retrocession Trust Account Balance (if any) after such withdrawal; and (c) all the assets held in the Trust Account after such withdrawal are Eligible Trust Account Assets; provided, however, that with respect to any withdrawal portion of any payment which has been disputed in good faith and transfer in writing by the Reinsurer, until the expiration of cash any dispute resolution period contemplated in connection with Article XII, Paragraph 1, in respect thereof. C. In furtherance of the payment foregoing, in the event of a good faith dispute delivered in writing by the Reinsurer regarding whether an amount, or any portion thereof, is due and payable by the Reinsurer to the Ceding Company under the terms of an amount specified in a Monthly Reinsurance Settlement Report, if the conditions in (x) and (a) through (c) are all metthis Agreement, the Reinsurer disputed amount, or any portion thereof, may direct not be withdrawn from the Trustee to release such cash to the Company without prior notice to or approval Trust Account by the CompanyCeding Company pursuant to this Article IV, upon presentation to Paragraph 8, and/or the Trustee of (i) a copy terms and conditions of the applicable Monthly Reinsurance Settlement Report delivered Trust Agreement until such time as such dispute has been resolved by the Company to the Reinsurer and (ii) a certification to the Trustee, Parties in accordance with a copy to the Company, that such conditions are metArticles X or XII.