Common use of Withdrawal of Assets from the Trust Account Clause in Contracts

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representations, the Trustee and the Grantor shall use commercially reasonable efforts to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust Account. (c) Subject to Section 4, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 7 contracts

Samples: Trust Agreement (Genworth Financial Inc), Trust Agreement (Genworth Financial Inc), Trust Agreement (Genworth Financial Inc)

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Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon providing written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . The Beneficiary Withdrawal Notice shall be substantially in the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee.form attached as Exhibit A. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally unequivocably all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject With the prior written permission of the Beneficiary, the Grantor may withdraw from the Trust Account, upon providing written notice to the Trustee (the “Grantor Withdrawal Notice”), such Assets as are specified in such Grantor Withdrawal Notice. Such withdrawals shall be delivered to the Grantor. The form of the Grantor Withdrawal Notice shall be substantially in the form attached as Exhibit B. (d) Upon receipt of a Grantor Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer all right, title and interest in the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor as specified in such Grantor Withdrawal Notice. (e) Except as provided in Section 43 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalGrantor Withdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust AccountAccount by the Grantor. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 4 contracts

Samples: Reinsurance Trust Agreement, Reinsurance Trust Agreement (Primerica, Inc.), Reinsurance Trust Agreement (Primerica, Inc.)

Withdrawal of Assets from the Trust Account. (a) Without The Beneficiary shall have the right to withdraw Assets from the Trust Account only if the Grantor fails to pay any amount due to the Beneficiary under the Reinsurance Agreement and (i) such amount is not subject to a good faith dispute and (ii) such failure is not cured within ten (10) Business Days after the Grantor has received written notice of such failure from the Beneficiary (an “Uncured Grantor Default”). Following the occurrence and during the continuance of an Uncured Grantor Default, the Beneficiary may provide written notice to the Grantor of its desire to withdraw Assets from the Trust Account, specifying the amount and type of Assets to be withdrawn. At least two (2), but not more than ten (10), Business Days following its delivery of such notice to the Grantor, the Beneficiary shall have be permitted to direct the right, at any time and from time to time, Trustee to withdraw Assets from the Trust Account, Account not in excess of the amount of the Uncured Grantor Default from the Trust Account pursuant to this Section 2(a) upon written notice to the Trustee Trustee, with a copy to the Grantor (a “Beneficiary Withdrawal Notice”) in the form of a certificate substantially in the form of Exhibit A-1 attached hereto as Exhibit A, specifying the Assets or cash amount to be withdrawn (and the Beneficiary Certificate”shall not deliver a Beneficiary Withdrawal Notice except in accordance with this sentence). Any such withdrawals shall be utilized and applied by the Beneficiary or any successor by operation of law, signed by a duly authorized officer including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Beneficiary, accompanied by a request for withdrawal substantially in without diminution because of insolvency on the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer part of the BeneficiaryBeneficiary or the Grantor, such Assets as are specified in such only to pay the amount of the Uncured Grantor Default due to the Beneficiary Request for Withdrawalunder the Reinsurance Agreement. The A Beneficiary Request for Withdrawal Notice delivered pursuant to this Section 2(a) may designate a third party (the “Beneficiary Designee”), including the Grantor, designee to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt If the aggregate Reinsurer Statutory Book Value of a Beneficiary Certificate and a Beneficiary Request for Withdrawalall Eligible Assets held in the Trust Account as of the end of any Quarterly Accounting Period is greater than the Required Balance as of the end of such Quarterly Accounting Period, subject the Grantor may provide written notice to the provision by the Beneficiary of any required noticesits desire to withdraw Assets from the Trust Account, opinions specifying the amount and type of counsel and representationsAssets to be withdrawn. Within five Business Days following its delivery of such notice to the Beneficiary, the Grantor shall be permitted, without further notice to, or consent of, the Beneficiary to direct the Trustee to withdraw Assets from the Trust Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end, which notice shall be in the form attached hereto as Exhibit B (a “Grantor Withdrawal Notice”), which Grantor Withdrawal Notice shall specify the invested Assets or cash amount to be withdrawn (and the Grantor shall use commercially reasonable efforts to transfer absolutely and unequivocally not deliver a Grantor Withdrawal Notice except in accordance with this sentence). Following such withdrawal, the aggregate Reinsurer Statutory Book Value of all right, title and interest Eligible Assets held in the Trust Account shall be at least equal to the Required Balance as of the end of the Quarterly Accounting Period referenced in the first sentence of this Section 2(b). A Grantor Withdrawal Notice delivered pursuant to this Section 2(b) may designate a third party designee to whom Assets specified in such Beneficiary Request for Withdrawal and therein shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust Accountbe delivered. (c) Subject The Trustee shall have no responsibility whatsoever to determine whether any notice of a desire to withdraw Assets by the Beneficiary to the Grantor or by the Grantor to the Beneficiary pursuant to Section 4, in 2(a) or 2(b) of this Agreement has been properly delivered or whether any Withdrawal Notice has been timely provided by the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, or the Grantor thereafter. The Trustee shall allow have no substitution or withdrawal of responsibility whatsoever to determine that any Asset Assets withdrawn from the Trust Account. (d) Account pursuant to Section 2 of this Agreement will be used and applied in the manner contemplated hereunder or in accordance with the terms of the Reinsurance Agreement. The Trustee shall notify have no duty to compel the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in Grantor to deposit Assets into the Trust Account are withdrawn. At or to determine or assure that the Trustee’s requestGrantor or the Beneficiary, the Beneficiary shall provide to the Trustee the address of the insurance regulator as applicable, complies with its obligations or limitations set forth in the state where the Beneficiary is domiciledSection 2(a), Section 2(b) [or Section 3(c)].

Appears in 3 contracts

Samples: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon providing written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . The Beneficiary Withdrawal Notice shall be substantially in the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee.form attached as Exhibit A. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally unequivocably all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject With the prior written permission of the Beneficiary, the Grantor may withdraw from the Trust Account, upon providing written notice to the Trustee (the “Grantor Withdrawal Notice”), such Assets as are specified in such Grantor Withdrawal Notice. Such withdrawals shall be delivered to the Grantor. The form of the Grantor Withdrawal Notice shall be substantially in the form attached as Exhibit B. (d) Upon receipt of a Grantor Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer all right, title and interest in the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor as specified in such Grantor Withdrawal Notice. (e) Except as provided in Section 42 and Section 3 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice or Grantor Withdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust AccountAccount by the Grantor. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 3 contracts

Samples: Trust Agreement (Primerica, Inc.), Trust Agreement (Primerica, Inc.), 80% Coinsurance Trust Agreement (Primerica, Inc.)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in with a copy to the form of a certificate substantially in the form of Exhibit A-1 attached hereto Grantor (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may Notice shall designate a Party or third party (the “Beneficiary Designee”), including the Grantor, ) to whom the Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or other document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except nor is said right of withdrawal or any other provision of this Agreement subject to any conditions or qualifications not contained in this Agreement; provided, however, that subsequent to any withdrawal, upon the Grantor’s written request, the Beneficiary shall acknowledge receipt of any furnish the Grantor with an explanation and reasonably specific supporting documentation for such Assets withdrawn upon request by the Trusteewithdrawal. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in and to the Assets specified in such Beneficiary Request for Withdrawal Notice and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets assets to or for the account of the Beneficiary or such Beneficiary Designee, as Designee specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to paragraph (a) of this Section 42 and to Section 4 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify have no responsibility whatsoever to determine that any Assets withdrawn from the insurance regulator Trust Account pursuant to this Section 2 will be used and applied in the state where manner contemplated by Section 3 of this Agreement. (e) Within ten (10) Business Days after the end of each calendar month, the Grantor, at its option, may deliver to the Beneficiary a notice substantially in the form of Exhibit C hereto (the “Claims Closed Notice”) setting forth (i) the following information with respect to each individual claimant claim covered by the Reinsurance Agreement and closed during such calendar month: (a) the amount of losses paid; (b) the amount of allocated loss adjustment expenses paid; (c) the amount received or recoverable by the Beneficiary under any Inuring Reinsurance; (d) the case reserve for losses and loss adjustment expenses, net of Inuring Reinsurance recoverable (as updated by the Grantor as of the end of such month); and (e) the case IBNR reserve for losses and loss adjustment expenses, net of Inuring Reinsurance recoverable (as updated by the Grantor as of the end of such month); and (ii) the Grantor’s calculation of the amount that the Beneficiary would be obligated to direct the Trustee to withdraw under Section 2(g) if the Claims Closed Notice became operative (the “Withdrawal Amount”). The Grantor’s Claims Closed Notice shall also include, with respect to each individual claimant claim referenced therein, a copy of the signed settlement agreement, proof of payment of the claim and such other evidence that such claim is domiciled closed as the Beneficiary may reasonably request. (f) Within ten (10) Business Days after its receipt of the Claims Closed Notice, the Beneficiary may object to some or all of the information contained in the Claims Closed Notice by delivering to the Grantor a notice (the “Claims Objection Notice”) providing (i) a reasonably detailed explanation specifying a reasonable basis for the Beneficiary’s objections and (ii) a revised Claims Closed Notice, including a Withdrawal Amount acceptable to the Beneficiary. If the Beneficiary does not deliver a Claims Objection Notice to the Grantor within three such ten (310) business Business Day period, the Withdrawal Amount shown in the Grantor’s Claims Closed Notice shall be operative for purposes of this Agreement. If the Beneficiary delivers a Claims Objection Notice within such ten (10) Business Day period, the Grantor and the Beneficiary shall use commercially reasonable efforts to resolve their disagreements within ten (10) Business Days after receipt by the Grantor of the Claims Objection Notice. If the Grantor and the Beneficiary cannot mutually agree within such ten (10) Business Day period, then each of them shall submit its final Claims Closed Notice (as modified by any partial agreement reached between the Grantor and the Beneficiary during such ten (10) Business Day period) before the end of such ten (10) Business Day period, and the operative Withdrawal Amount shall be equal to the average of the Withdrawal Amounts shown on their final Claims Closed Notices. (g) Within fifteen (15) Business Days after the Withdrawal Amount becomes operative, the Beneficiary shall deliver a Withdrawal Notice to the Trustee naming the Grantor as the Designee thereunder and instructing the Trustee to pay to the Grantor an amount from the Trust Account equal to the lesser of (i) the aggregate amount of losses paid, plus the aggregate amount of allocated loss adjustment expenses paid, less the aggregate amount received or recoverable by the Beneficiary under any Inuring Reinsurance, with respect to claims closed during the calendar month, or (ii) the aggregate amount of case reserves for losses and loss adjustment expenses, net of any Inuring Reinsurance recoverable, plus the aggregate amount of case IBNR reserves for losses and loss adjustment expenses, net of any Inuring Reinsurance recoverable, with respect to claims closed during the calendar month, all as set forth in the operative Claims Closed Notice. Notwithstanding the foregoing, to the extent that the calculation of a Quarterly Obligations Amount is not operative for purposes of this Agreement within forty-five (45) days after all the assets end of a given calendar quarter as a result of an objection made pursuant to Section 1(d), the Beneficiary’s obligation to cause the Trustee to make the payment to the Grantor pursuant to the immediately preceding sentence shall be suspended until such time as the calculation of a Quarterly Obligations Amount in accordance with Section 1(d) becomes operative for purposes of this Agreement. (h) Within ten (10) Business Days after the Quarterly Obligations Amount becomes operative for purposes of this Agreement in accordance with Section 1(d) or (e), to the extent that the amount of Assets in the Trust Account are withdrawn. At exceeds the Trustee’s requestQuarterly Obligations Amount, the Beneficiary shall provide deliver a Withdrawal Notice to the Trustee naming the address of Grantor as the insurance regulator in Designee thereunder and instructing the state where Trustee to pay the Beneficiary is domiciledGrantor an amount from the Trust Account equal to such excess.

Appears in 2 contracts

Samples: Reinsurance Trust Agreement, Reinsurance Trust Agreement (Gainsco Inc)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the Beneficiary shall have the right, at any time and from time to time, notwithstanding anything to the contrary contained in the Retrocession Agreements, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”"Withdrawal Notice"), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt ; nor is said right of withdrawal or any such Assets withdrawn upon request by the Trusteeother provision of this Agreement subject to any conditions or qualifications not contained in this Agreement. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee and shall promptly take the Grantor shall use commercially reasonable efforts steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary DesigneeBeneficiary. In the event that the Trustee must sell an investment in order to comply with the Withdrawal Notice, as specified in such Beneficiary Request for Withdrawal. The the Trustee shall notify not be liable for any loss or penalty associated with such investment, except to the Grantor and Beneficiary within three (3) business days following each withdrawal extent such loss or penalty arises from the Trust AccountTrustee's negligence, willful misconduct or lack of good faith, or failure to comply with the Withdrawal Notice. (c) Subject to paragraph (a) of this Section 42 and to Section 4 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in have no responsibility whatsoever to determine that any Assets withdrawn from the Trust Account pursuant to this Section 2 are withdrawn. At withdrawn in compliance with the Trustee’s requestRetrocession Agreements, the Beneficiary shall provide to the Trustee the address of the insurance regulator or will be used and applied in the state where the Beneficiary is domiciledmanner contemplated by Section 3 of this Agreement.

Appears in 2 contracts

Samples: Trust Agreement (Platinum Underwriters Holdings LTD), Trust Agreement (Platinum Underwriters Holdings LTD)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”), signed by a duly authorized officer of the Beneficiary, accompanied by a and request for withdrawal substantially in the form of Exhibit A-2 A attached hereto (the “Beneficiary Request for Withdrawal”), signed by a two (2) duly authorized officer officers of the Beneficiary, such Assets as are specified in such Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal may designate shall simultaneously deliver a third party copy of such notice to the Grantor; provided, however, that the Trustee shall not be required to confirm delivery of such copy. Such withdrawal by the Beneficiary shall be made only in the circumstances permitted by Section 9.8(a) of the Reinsurance Agreement (the “Beneficiary Designee”text of which section is set forth on Exhibit C to this Agreement) and then only in the amount permitted to be withdrawn pursuant to Section 9.8(a), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a submit the Beneficiary Request for Withdrawal in order to withdraw any Assets, except that as permitted by the immediately preceding sentence. The Beneficiary shall acknowledge in writing receipt of any such Assets withdrawn upon request by from the TrusteeTrust. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal in accordance with Section 2(a) above, the Trustee shall as soon as practicable, but in no event later than two (2) Business Days, take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Withdrawal, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, designee as specified in such Beneficiary Request for Withdrawal; provided, however, that such transfer shall occur no later than two (2) Business Days following receipt of such request. The Trustee shall agrees to notify the Grantor and of the occurrence of any such withdrawal by the Beneficiary within three two (32) business days Business Days following each such delivery. In addition, the Beneficiary agrees with Grantor that it shall provide a certificate to the Grantor in the form of Exhibit E attached hereto, certifying that the withdrawal from has been made in accordance with Section 9.8(a) of the Trust AccountReinsurance Agreement, within the two (2) Business Day period as required therein. (c) Subject to Section 4Without limiting the applicability of the foregoing, in connection with the absence withdrawal of a any Commercial Mortgage Loan, the Beneficiary Certificate shall direct the Trustee in writing to, and a Beneficiary Request for Withdrawalthe Trustee shall, in its capacity as Trustee and not in its individual capacity, date, as applicable, the Trustee Loan Assignment Documents to endorse and transfer the Commercial Mortgage Loan to the Beneficiary, and the Trustee shall allow no substitution reasonably cooperate with the Beneficiary in providing any information or withdrawal 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 the behalf of the Grantor to the extent (and only to such extent) necessary to obtain the consents or approvals required to effect the transfer of any Asset Commercial Mortgage Loan 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 Commercial Mortgage Loan from the Trust AccountAccount pursuant to this Agreement, then, unless otherwise agreed upon by the Grantor and the Beneficiary in writing with notice to the Trustee, only the entire whole Commercial Mortgage Loan (and not a portion thereof) or the entire participation interest in a Commercial Mortgage Loan then in the Trust Account may be assigned or transferred to the Beneficiary. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary (1) Unless and until a Notice of Exclusive Control is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide given to the Trustee pursuant to Section 11, the address Grantor may, at any time and from time to time, withdraw from the Trust Account, after providing written notice to the Trustee. Grantor may make such request using the form of certificate and request for withdrawal substantially in the form of Exhibit B attached hereto (the “Grantor Request for Withdrawal”), signed by duly authorized officers of the insurance regulator in Grantor, and specifying such Assets Grantor intends to withdraw. Such withdrawal by the state where Grantor may be made only pursuant to Section 9.6 of the Beneficiary Reinsurance Agreement (the text of which section is domiciledset forth on Exhibit C to this Agreement).

Appears in 2 contracts

Samples: Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co), Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co)

Withdrawal of Assets from the Trust Account. (a) The Trustee as securities intermediary shall comply with any directions or other entitlement orders (as defined in the UCC) by the Secured Party in respect of the Trust Account without the further consent of the Grantor or any other person or entity. (b) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw direct the Trustee by written notice thereto (the "Withdrawal Notice") to transfer from the Trust Account, upon notice Account to The Bank of New York trust account number 179999 of which the Trustee in Grantor is the form of a certificate substantially in the form of Exhibit A-1 attached hereto beneficiary (the “Beneficiary Certificate”"Reinsurer Trust Account"), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . The Withdrawal Notice shall be in the Beneficiary shall acknowledge receipt form of any such Assets withdrawn upon request by the TrusteeExhibit C hereto. (bc) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, including absolutely and unequivocally all rights, title and interest therein, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary DesigneeReinsurer Trust Account. Promptly, as specified but in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within no event more than three (3) business days days, following each withdrawal from receipt of a Withdrawal Notice, the Trust AccountTrustee shall provide a copy thereof to the Grantor. (cd) Subject to Section 4, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, the The Trustee shall allow no substitution or withdrawal of any Asset from the Trust AccountAccount except as provided in this Section 2 and Section 4. (de) The Trustee shall notify the insurance regulator Grantor may request in the state where writing to the Beneficiary is domiciled (the "Investment Manager Payment Request"), with a copy to the Trustee, that the Beneficiary allow the Grantor to direct the Trustee to pay from the Trust Account fees due to the investment manager that manages the investments of the Assets. By countersigning a copy of such Investment Manager Payment Request and providing a copy thereof to the Trustee, the Beneficiary, promptly (but in any event within three (3) business days after all days) following receipt of such Investment Manager Payment Request, shall instruct the assets Trustee to, and the Trustee shall, immediately comply with the instructions in such Investment Manager Payment Request. The Beneficiary need present no statement or document in addition to an Investment Manager Payment Request in order to effect the Investment Manager Payment Request. The Investment Manager Payment Request shall be in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address form of the insurance regulator in the state where the Beneficiary is domiciledExhibit E hereto.

Appears in 2 contracts

Samples: Funds Withheld Trust Agreement (Penn Treaty American Corp), Funds Withheld Trust Agreement (Penn Treaty American Corp)

Withdrawal of Assets from the Trust Account. (a) Without In the absence of a Reserve Credit Event: (i) The Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company, or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or Reinsurer, upon prior written notice to the GrantorTrustee and the Reinsurer and in accordance with the terms of the Trust Agreement, but only for the Beneficiary purpose of paying or reimbursing the Ceding Company to the extent the Reinsurer fails to pay any undisputed amounts due to the Ceding Company hereunder, which default has not been cured by the Reinsurer within ten (10) Business Days following its receipt of specific written demand for payment of such undisputed amounts (which demand shall have not be provided until the rightdue date for such amounts under this Agreement has passed). (ii) The Ceding Company shall return to the Trust Account, within five (5) Business Days, assets withdrawn in excess of all amounts due under Section 5.6(a)(i). Any such excess amount (together with investment income thereon) shall at all times be held by the Ceding Company (or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in constructive trust for the benefit of the Reinsurer for the sole purpose of funding the payments and reimbursements described in Section 5.6(a)(i). The Ceding Company shall pay to the Reinsurer interest on the assets in such account equal to the greater of (x) the actual amount of interest and (y) the Interest Rate, dividends and other investment income earned on the assets in such account for the period that such assets are held by the Ceding Company. 1006844591v17 (b) Following the occurrence and during the continuance of a Reserve Credit Event: (i) The Ceding Company and Reinsurer agree that the assets maintained in the Trust Account may be withdrawn by the Ceding Company, or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company, without diminution because of Insolvency on the part of the Ceding Company or Reinsurer, at any time without notice or consent from the Reinsurer but only for one or more of the following purposes: 1. to pay or reimburse the Ceding Company for the Reinsurer’s share of premiums returned to the owners of the Reinsured Policies reinsured hereunder because of cancellations of such Reinsured Policies; 2. to pay or reimburse the Ceding Company for the Reinsurer’s share of surrenders, benefits, losses or other amounts payable by the Ceding Company pursuant to the provisions of the Reinsured Policies reinsured hereunder; 3. to fund an account with the Ceding Company in an amount at least equal to the deduction, for reinsurance ceded, from the Ceding Company liabilities for Reinsured Policies ceded hereunder. The account must include, but not be limited to, amounts for policy reserves, claims and from time losses incurred, including losses incurred but not reported, loss adjustment expenses, and unearned premium reserves; or 4. to time, pay any other amounts the Ceding Company claims are due hereunder. (ii) The Ceding Company shall return to withdraw from the Trust Account, upon notice to the Trustee within five (5) Business Days, assets withdrawn in the form excess of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”all amounts due under Sections 5.6(b)(i)(1), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”2) and (3), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representations, the Trustee and the Grantor shall use commercially reasonable efforts to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust Account. (c) Subject to Section 4or, in the absence case of a Beneficiary Certificate Section 5.6(b)(i)(4) immediately above, assets that are subsequently determined not to be due. Any such excess amount withdrawn and a Beneficiary Request not so deposited (together with investment income thereon) shall at all times be held by the Ceding Company (or any successor by operation of law of the Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Ceding Company) in constructive trust for Withdrawalthe benefit of the Reinsurer for the sole purpose of funding the payments and reimbursements described in Sections 5.6(b)(i)(1), (2) and (4). The Ceding Company shall pay to the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all Reinsurer interest on the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide account under Section 5.6(b)(i)(3) equal to the Trustee actual amount of interest at a rate not to exceed the address of Interest Rate, dividends and other investment income earned on the insurance regulator assets in such account for the state where period that such assets are held by the Beneficiary is domiciled.Ceding Company. 1006844591v17

Appears in 2 contracts

Samples: Reinsurance Agreement (Prudential Discovery Select Group Variable Contract Account), Reinsurance Agreement (Prudential Discovery Premier Group Variable Contract Account)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, Account upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, "Withdrawal Notice") such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary "Designee”), including the Grantor, ") to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, including absolutely and unequivocally all rights, title and interest therein, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Trustee shall notify the Grantor and Beneficiary within Promptly, but in no event more than three (3) business days days, following each withdrawal from receipt of a Withdrawal Notice, the Trust AccountTrustee shall provide a copy thereof to the Grantor. The Withdrawal Notice shall be in the form of Exhibit C hereto. (c) Subject to Section 4, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, the The Trustee shall allow no substitution or withdrawal of any Asset from the Trust AccountAccount except as provided in this Section 2 and Section 4. (d) The Trustee shall notify Grantor may request in writing to the insurance regulator Beneficiary (the "Grantor Withdrawal Request"), with a copy to the Trustee, that the Beneficiary allow the Grantor to withdraw Assets or reduce the amount of credit provided in any letters of credit held in the state where Trust Account, to the Beneficiary is domiciled extent that the total market value of the Assets in the Trust Account exceeds (i) 100% of the amount of the Grantor's Obligations less (ii) the balance of the Funds Withheld Account. By countersigning a copy of such Grantor Withdrawal Request and providing a copy thereof to the Trustee, the Beneficiary, promptly (but in any event within three (3) business days after all days) following receipt of such Grantor Withdrawal Request, shall instruct the assets Trustee to, and the Trustee shall, immediately remit to the Grantor such Assets designated to be withdrawn and comply with the request for the reduction in the Trust Account are withdrawnamount of credit provided under such letter of credit. At The Grantor Withdrawal Request may designate a third party (the Trustee’s request, "Designee") to whom Assets specified therein shall be delivered. The Beneficiary need present no statement or document in addition to a Grantor Withdrawal Request in order to effect the Beneficiary Grantor Withdrawal Request. The Grantor Withdrawal Request shall provide to the Trustee the address of the insurance regulator be in the state where the Beneficiary is domiciledform of Exhibit D hereto.

Appears in 2 contracts

Samples: Reinsurer Trust Agreement (Penn Treaty American Corp), Reinsurer Trust Agreement (Penn Treaty American Corp)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to instruct the Trustee to withdraw Assets from the Trust AccountAccount for the reasons specified in Section 2(f) only, upon by providing written notice to both the Grantor and the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of in an amount and for the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets reason as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including ) other than the Grantor, Beneficiary to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . A copy of the form of the Beneficiary Withdrawal Notice is attached as Exhibit B. Such Beneficiary Withdrawal Notice shall acknowledge receipt of any such Assets withdrawn upon request be effective and shall be honored by the Trustee promptly after delivery to the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice becoming effective, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer transfer, absolutely and unequivocally unequivocally, all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request Withdrawal Notice. (c) If no Triggering Event has occurred and provided that any dispute with Beneficiary as described in Sections l(d) or l(f) has been satisfactorily resolved, then no more than once per quarter, the Grantor shall have the right to instruct the Trustee to withdraw Assets from the Trust Account for Withdrawalthe reason specified in Section 2(g)(l) only, upon written notice to the Trustee (the “Grantor Withdrawal Notice”), in the amount specified in such Grantor Withdrawal Notice. The Grantor Withdrawal Notice may specify that the Assets are to be delivered to itself, a Designee or the Beneficiary. The Grantor need present no statement or document in addition to a Grantor Withdrawal Notice in order to withdraw any assets. A copy of the Grantor Withdrawal Notice is attached as Exhibit D. Such Grantor Withdrawal Notice shall be effective and shall be honored by the Trustee promptly after the latest to occur of the following: (i) the Grantor Withdrawal Notice is delivered to the Trustee; (ii) ten Business Days after the Grantor provides the certificate described in Section l(c)(iii) to both the Beneficiary and the Trustee if the Beneficiary has not objected in writing as described in Section l(d) during that ten Business Day period; and (iii) if the Trustee has received a written notice of disagreement from Beneficiary as described in Section 1(d), when the Trustee receives written notification from the Beneficiary that the dispute has been resolved. As part of the Grantor Withdrawal Notice, the Grantor shall certify that each withdrawal has been made for the purposes specified in Section 2(g)(1). If a Beneficiary Withdrawal Notice is outstanding when the Trustee receives a Grantor Withdrawal Notice, then the Beneficiary Withdrawal Notice shall be honored first. (d) Upon a Grantor Withdrawal Notice becoming effective, the Trustee shall notify immediately take any and all steps necessary to transfer the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor and or such Designee as specified in such Grantor Withdrawal Notice. (e) Except as expressly permitted by Section 3 of this Agreement, in the absence of a Beneficiary within three (3) business days following each withdrawal or Grantor Withdrawal Notice, the Trustee shall not allow substitutions or withdrawals of any Assets from the Trust Account. (cf) Subject The Beneficiary hereby covenants to Section the Grantor that it will use and apply any withdrawn assets, without diminution because of the insolvency of the Beneficiary or the Grantor, for the following purposes only: (1) to reimburse the Beneficiary for any Reinsured Liabilities under the Policies and the Post Closing Policies reinsured under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement paid by the Beneficiary to the extent not paid by the Grantor when due; (2) to pay any amounts that are due to the Beneficiary under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement to the extent not paid directly to the Beneficiary by the Grantor when due; (3) to pay all or any portion of the Recapture Fee due in connection with the recapture of the Policies and the Post Closing Policies under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement ; or (4, in ) to pay any other amounts that are due to the absence Beneficiary under any of a the Ancillary Agreements. (g) The Grantor hereby covenants to the Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset that it will remove assets from the Trust Account.Account for the following purposes only: (d1) The Trustee shall notify to reduce the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets amount held in the Trust Account are withdrawn. At by the Trustee’s requestexcess, the Beneficiary shall provide to the Trustee the address if any, of the insurance regulator fair market value of the Assets as shown in the state where Valuation Report for the Beneficiary is domiciledAssets as of the last day of the calendar quarter just ended, over the Required Amount as of the last day of such quarter in accordance with this Section 2; or (2) to substitute assets held in the Trust Account with other securities of equivalent or higher value and equivalent or higher quality in accordance with Section 3 of this Agreement.

Appears in 2 contracts

Samples: Coinsurance Agreement, Coinsurance Agreement (ING U.S., Inc.)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon providing written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . The Beneficiary Withdrawal Notice shall be substantially in the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee.form attached as Exhibit A. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally unequivocably all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody of such Assets, as applicable, to or for the account of the Beneficiary as specified in such Beneficiary Withdrawal Notice. (or c) With the prior written permission of the Beneficiary, the Grantor may withdraw from the Trust Account, upon providing written notice to the Trustee (the “Grantor Withdrawal Notice”), such other Assets as are specified in such Grantor Withdrawal Notice. Such withdrawals shall be delivered to the Grantor. The form of the Grantor Withdrawal Notice shall be substantially in the form attached as is Exhibit B. (d) Upon receipt of a Grantor Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to complete transfer all right, title and interest in the transfer) of Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Beneficiary or such Beneficiary Designee, Grantor as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (ce) Subject to Except as provided in Section 43 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalGrantor Withdrawal Notice or Substitution Notice (as hereinafter defined), the Trustee shall allow no substitution or withdrawal of any Asset from the Trust AccountAccount by the Grantor or the Investment Manager (as hereinafter defined). (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 2 contracts

Samples: Trust Agreement (Primerica, Inc.), Trust Agreement (Primerica, Inc.)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”), signed by a duly authorized officer of the Beneficiary, accompanied by a and request for withdrawal substantially in the form of Exhibit A-2 A attached hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal may designate shall simultaneously deliver a third party copy of such notice to the Grantor; provided, however, that the Trustee shall not be required to confirm delivery of such copy. Such withdrawal by the Beneficiary shall be made only in the circumstances permitted by Section 9.8(a) of the Retrocession Agreement (the “Beneficiary Designee”text of which section is set forth on Exhibit D to this Agreement) and then only in the amount permitted to be withdrawn pursuant to such Section 9.8(a), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a submit the Beneficiary Request for Withdrawal in order to withdraw any Assets, except that as permitted by the immediately preceding sentence. The Beneficiary shall acknowledge in writing receipt of any such Assets withdrawn upon request by from the TrusteeTrust. (b) The Direct Insurer shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon notice to the Trustee in the form of a certificate and request for withdrawal substantially in the form of Exhibit B attached hereto (the “Direct Insurer Request for Withdrawal”), signed by a duly authorized officer of the Direct Insurer, such Assets as are specified in such Direct Insurer Request for Withdrawal. The Direct Insurer shall simultaneously deliver a copy of such notice to the Grantor and the Beneficiary; provided, however, that the Trustee shall not be required to confirm delivery of such copy. Such withdrawal by the Direct Insurer shall be made only in the circumstances permitted by Section 9.8(b) of the Retrocession Agreement and Section 9.8(b) of the Underlying Reinsurance Agreement and then only in the amount permitted to be withdrawn pursuant to such Section 9.8(b) of the Retrocession Agreement and Section 9.8(b) of the Underlying Reinsurance Agreement. The Direct Insurer shall not submit the Direct Insurer Request for Withdrawal except as permitted by the immediately preceding sentence. The Direct Insurer shall acknowledge in writing receipt of any such Assets withdrawn from the Trust. In the event of a dispute between the Direct Insurer and the Beneficiary regarding the appropriate amount of such a withdrawal by the Direct Insurer the parties shall act in accordance with the last sentence of Section 9.8(b) of the Retrocession Agreement (the text of which section is set forth on Exhibit D to this Agreement). (c) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal or a Direct Insurer Request for Withdrawal in accordance with Section 2(a) or Section 2(b) above, the Trustee shall as soon as practicable, but in no event later than two (2) Business Days, take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal or Direct Insurer Request for Withdrawal, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or Beneficiary, such Beneficiary Designee, designee as specified in such Beneficiary Request for Withdrawal or Account Number [•] or to or for the account of the Direct Insurer or such designee as specified in such Direct Insurer Request for Withdrawal, as the case may be; provided, however, that such transfer shall occur no later than two (2) Business Days following receipt of such request. The Trustee agrees to notify the Grantor of the occurrence of any such withdrawal by the Beneficiary or the Direct Insurer, as applicable, within two (2) Business Days following such delivery. In addition, (i) the Beneficiary agrees with the Grantor that it shall provide a certificate to the Grantor in the form of Exhibit E attached hereto, certifying that the withdrawal has been made in accordance with Section 9.8(a) of the Retrocession Agreement, within such two (2) Business Day period, and (ii) the Direct Insurer agrees with the Grantor that it shall provide a certificate to the Grantor in the form of Exhibit F attached hereto, certifying that the withdrawal has been made in accordance with Section 9.8(b) of the Retrocession Agreement and Section 9.8(b) of the Underlying Reinsurance Agreement, within such two (2) Business Day period. (d) Without limiting the applicability of the foregoing, in connection with the withdrawal of any Commercial Mortgage Loan, the Beneficiary or the Direct Insurer, as applicable, shall direct the Trustee in writing to, and the Trustee shall, in its capacity as Trustee and not in its individual capacity, date, as applicable, the Trustee Loan Assignment Documents to endorse and transfer the Commercial Mortgage Loan to the Beneficiary or the Direct Insurer, as applicable, and the Trustee shall reasonably cooperate with the Beneficiary or the Direct Insurer 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 and the Direct Insurer a limited power of attorney to act on the behalf of the Grantor to the extent (and only to such extent) necessary to obtain the consents or approvals required to effect the transfer of any Commercial Mortgage Loan in connection with any withdrawal by the Beneficiary and the Direct Insurer, as applicable, permitted hereunder, and the Grantor shall reasonably cooperate with the Beneficiary and the Direct Insurer in providing any information or documentation necessary to effect such sale, transfer or assignment. In the event that the Beneficiary or the Direct Insurer withdraws a Commercial Mortgage Loan from the Trust Account pursuant to this Agreement, then, unless otherwise agreed upon by the Grantor and the Beneficiary or the Direct Insurer, as applicable, in writing with notice to the Trustee, only the entire whole Commercial Mortgage Loan (and not a portion thereof) or the entire participation interest in a Commercial Mortgage Loan then in the Trust Account may be assigned or transferred to the Beneficiary or the Direct Insurer, as applicable. (i) Unless and until a Notice of Exclusive Control is given to the Trustee pursuant to Section 11, the Grantor may, at any time and from time to time, to withdraw from the Trust Account, after providing written notice to the Trustee. The Grantor may make such request using the form of a certificate and request for withdrawal substantially in the form of Exhibit C (the “Grantor Request for Withdrawal”), signed by duly authorized officers of the Grantor, and specifying such Assets the Grantor intends to withdraw. Such withdrawal by the Grantor may be made only pursuant to Section 9.6 of the Retrocession Agreement (the text of which section is set forth on Exhibit D to this Agreement). (ii) The Grantor shall acknowledge in writing receipt of any such Assets withdrawn from the Trust. (f) Upon receipt of a Grantor Request for Withdrawal in accordance with Section 2(e)(i) above, the Trustee shall take any and all steps necessary to transfer the Assets specified in such Grantor Request for Withdrawal, and shall deliver such Assets to or for the account of the Grantor or such designee as specified in such Grantor Request for Withdrawal (i) no later than two (2) Business Days following receipt of such request, if (A) such request is in respect of any withdrawal and transfer of cash in connection with the payment by the Grantor of an amount specified in a Monthly Reinsurance Settlement Report and (B) the conditions in clauses (x) and (i) through (v) in Section 9.6(a) of the Retrocession Agreement are all met, or (ii) on the fifth Business Day following the date of such Grantor Request for Withdrawal, in respect of all other requests made pursuant to Section 9.6 of the Retrocession Agreement unless the Beneficiary or the Direct Insurer shall have objected to such withdrawal in writing within such five (5) Business Day period. The Trustee shall notify provide notice to the Beneficiary and the Direct Insurer of the withdrawal within two (2) Business Days following such delivery. In addition, in respect of a withdrawal pursuant to clause (i) of this Section 2(f), the Grantor shall provide a certificate to the Beneficiary and the Direct Insurer in the form of Exhibit G attached hereto, certifying that such withdrawal has been made in accordance with Section 9.6 of the Retrocession Agreement, within such two (2) Business Day period. (g) Without limiting the applicability of the foregoing, in the event that the Grantor makes a demand to the Trustee to withdraw a Commercial Mortgage Loan held in the Trust Account under this Section 2, then only the entire whole Commercial Mortgage Loan (and not a portion thereof) or the entire participation interest in a Commercial Mortgage Loan may be withdrawn by the Grantor; provided, further, that in connection with any withdrawal of any Commercial Mortgage Loan hereunder, the Grantor or the applicable investment manager shall (A) direct the Trustee in writing to, and the Trustee shall, execute and return the Trustee Loan Assignment Documents to the Grantor and (B) obtain any consents required to effect such sale, transfer or assignment, and the Trustee shall reasonably cooperate with the Grantor or the investment manager in providing any information or documentation necessary to effect such withdrawal (to the extent such information or documentation exists and is in the possession or control of the Trustee). (h) In the event of any dispute between, or conflicting claims by or between, the Beneficiary, the Direct Insurer and/or the Grantor concerning the right of the Beneficiary, the Direct Insurer or the Grantor to initiate a withdrawal of Assets pursuant to this Section 2, the Trustee shall, notwithstanding such dispute or conflicting claims, promptly, and without further inquiry, comply with the terms of any Beneficiary within three Request for Withdrawal, the Direct Insurer Request for Withdrawal or Grantor Request for Withdrawal (3collectively a “Withdrawal Notice”) business days following received by it in accordance with this Agreement, provided, however, that the Trustee shall not be or become liable in any way to the Beneficiary, the Direct Insurer or the Grantor for complying with such Withdrawal Notice and the Trustee shall be fully and completely indemnified in accordance with the provisions of Section 9 hereof. (i) The Trustee shall enable the Beneficiary and the Direct Insurer to view each deposit to, or withdrawal from from, the Trust Account by providing the Beneficiary and the Direct Insurer access to the Trustee’s online portal with respect to the Trust Account. (cj) Subject to Section 1(b) and Section 4, in the absence of a Beneficiary Certificate and Request for Withdrawal, a Beneficiary Direct Insurer Request for Withdrawal or a Grantor Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 2 contracts

Samples: Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co), Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co)

Withdrawal of Assets from the Trust Account. (a) 2.01 Without notice to the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary Certificate”"Withdrawal Notice"), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Withdrawal Notice (including but not limited to any accrued but undistributed Investment Income, as defined in Section 5.04 hereof, on such Assets). Other than the Withdrawal Notice, the Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal may designate a third party (the “Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal the Trustee in order to withdraw any Assets, except that or any portion thereof, from the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by Trust Account. In the Trustee. (b) Upon receipt absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to Withdrawal Notice or other written authorization from the provision by the Beneficiary of any required notices, opinions of counsel and representationsBeneficiary, the Trustee shall allow no withdrawals or substitutions of the Assets, or any portion thereof, from the Trust Account. 2.02 Upon the Trustee's receipt of the Withdrawal Notice from the Beneficiary referred to in Section 2.01, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps reasonably necessary to transfer absolutely and unequivocally all right, title and interest in the Assets or any portion thereof held in the Trust Account (including but not limited to any accrued but undistributed Investment Income, as defined in Section 5.04 hereof, on such Assets), as specified in such the Withdrawal Notice, to the Beneficiary Request for Withdrawal or any other party designated by the Beneficiary and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust Accountother party. (c) Subject to Section 4, in the absence of a 2.03 The Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where other party designated by the Beneficiary is domiciled within three (3) business days after all to receive any part of the assets Assets held in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide the Trustee with written acknowledgment of receipt of withdrawn Assets. 2.04 notice shall contain the same identifying information pertaining to the Trustee Asset or Assets withdrawn from the address of the insurance regulator in the state where the Beneficiary is domiciledTrust Account as notices furnished pursuant to Section 1.06.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lincoln National Corp)

Withdrawal of Assets from the Trust Account. (a) Without notice Pursuant to Section 3.1 of the GrantorCoinsurance Agreement, the Beneficiary shall have the rightright to withdraw Assets from the Trust Account pursuant to the third sentence of this Section 2(a) only after a default by the Grantor in the performance of its monetary obligations under the Coinsurance Agreement, at which default has not been cured by the Grantor within ten days following its receipt of a specific written notice thereof delivered by the Beneficiary. Pursuant to Section 3.1 of the Coinsurance Agreement, any time such withdrawals shall be utilized and applied by the Beneficiary or any successor by operation of law, including, without limitation, any liquidator, rehabilitator, receiver or conservator of the Beneficiary, without diminution because of insolvency on the part of the Beneficiary or the Grantor, only to pay amounts then due to the Beneficiary under the Coinsurance Agreement. The Beneficiary shall be permitted to direct the Trustee to withdraw Assets from time to time, the Trust Account not in excess of the amount the Beneficiary is permitted to withdraw from the Trust Account, Account under the preceding two sentences upon written notice to the Trustee in and the form of a certificate Grantor substantially in the form of Exhibit A-1 attached hereto as Exhibit A (the a “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer which Beneficiary Withdrawal Notice shall specify the Assets to be withdrawn. The Trustee shall have no responsibility whatsoever to determine whether the basis for the Beneficiary’s issuance of the Beneficiary, accompanied by a request for withdrawal substantially Beneficiary Withdrawal Notice is proper and in accordance with the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer terms of the Beneficiary, such Assets as are specified in such Coinsurance Agreement. A Beneficiary Request for Withdrawal. The Beneficiary Request for Withdrawal Notice delivered pursuant to this Section 2(a) may designate a third party (the “Beneficiary Designee”), including the Grantor, designee to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that Each withdrawal from the Trust Account by the Beneficiary (i) shall acknowledge receipt constitute a representation and certification by the Beneficiary that such withdrawal is being made in accordance with the terms of the Coinsurance Agreement and this Agreement and (ii) shall be deemed to satisfy in full all the obligations of the Grantor in respect of which such withdrawal is made. Nothing in this Agreement shall limit the right of the Grantor to seek equitable relief to enjoin any withdrawal on the grounds that any condition precedent to withdrawal under this Section 2(a) has not been satisfied. The amount of any such Assets withdrawn upon request withdrawal by the TrusteeBeneficiary hereunder in excess of amounts then due to the Beneficiary under the Coinsurance Agreement shall be deemed maintained by the Beneficiary in constructive trust for the benefit of the Grantor and promptly returned to the Grantor. (b) If the aggregate Statutory Book Value of all Permitted Investments held in the Trust Account as of any quarter end is greater than the Required Balance as of such quarter end, the Grantor may provide notice to the Beneficiary, with a copy to the Trustee, of its desire to withdraw Assets from the Trust Account, specifying the amount and type of Assets to be withdrawn. Within five Business Days following its delivery of such notice to the Beneficiary, the Grantor shall be permitted, without further notice to, or consent of, the Beneficiary, to direct the Trustee to withdraw Assets from the Trust Account in excess of the amount necessary to maintain such Required Balance as of the applicable quarter end, which notice shall be substantially in the form attached hereto as Exhibit B (a “Grantor Withdrawal Notice”), which Grantor Withdrawal Notice shall specify the Assets to be withdrawn. Each withdrawal from the Trust Account by the Grantor shall constitute a representation and certification by the Grantor that such withdrawal is being made in accordance with the terms of the Coinsurance Agreement and this Agreement. The Trustee shall have no responsibility whatsoever to determine (i) the Statutory Book Value of the Assets in the Trust Account, (ii) the Required Balance, (iii) the excess of the amount necessary to maintain the Required Balance or (iv) whether written notice has been delivered to or received by the Beneficiary pursuant to this Section 2(b). A Grantor Withdrawal Notice delivered pursuant to this Section 2(b) may designate a third party designee to whom Assets specified therein shall be delivered. (c) Upon receipt of a Beneficiary Certificate and Withdrawal Notice or a Beneficiary Request for Withdrawal, subject to the provision Grantor Withdrawal Notice by the Beneficiary of any required notices, opinions of counsel and representationsTrustee, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice or Grantor Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets Assets, to or for the account of the Beneficiary Beneficiary, the Grantor or such Beneficiary Designee, designee as specified in such Beneficiary Request for WithdrawalWithdrawal Notice or Grantor Withdrawal Notice, as applicable. The Upon its receipt of Assets from the Trustee shall notify pursuant to this Section 2(c), the Grantor or the Beneficiary, as applicable, shall execute and Beneficiary within three (3) business days following each withdrawal from deliver to the Trust AccountTrustee a receipt evidencing the delivery of such Assets. (cd) Subject to Section 4Except as provided in Sections 1(b) and 3, in the absence of a Beneficiary Certificate and Withdrawal Notice or a Beneficiary Request for WithdrawalGrantor Withdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 1 contract

Samples: Coinsurance Agreement (Athene Holding LTD)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to instruct the Trustee to withdraw Assets from the Trust AccountAccount for the reasons specified in Section 2(f) only, upon by providing written notice to both the Grantor and the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the "Beneficiary Certificate”Withdrawal Notice"), signed by a duly authorized officer of in an amount and for the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets reason as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the "Designee") other than the Beneficiary Designee”), including the Grantor, to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . A copy of the form of the Beneficiary Withdrawal Notice is attached as Exhibit B. Such Beneficiary Withdrawal Notice shall acknowledge receipt of any such Assets withdrawn upon request be effective and shall be honored by the Trustee promptly after delivery to the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice becoming effective, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer transfer, absolutely and unequivocally unequivocally, all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request Withdrawal Notice. (c) If no Triggering Event has occurred and provided that any dispute with Beneficiary as described in Sections I (d) or l(t) has been satisfactorily resolved, then no more than once per quarter, the Grantor shall have the right to instruct the Trustee to withdraw Assets from the Trust Account for Withdrawalthe reason specified in Section 2(g)(1) only, upon written notice to the Trustee (the "Grantor Withdrawal Notice"), in the amount specified in such Grantor Withdrawal Notice. The Grantor Withdrawal Notice may specify that the Assets are to be delivered to itself, a Designee or the Beneficiary. The Grantor need present no statement or document in addition to a Grantor Withdrawal Notice in order to withdraw any assets. A copy of the Grantor Withdrawal Notice is attached as Exhibit D. Such Grantor Withdrawal Notice shall be effective and shall be honored by the Trustee promptly after the latest to occur of the following: (i) the Grantor Withdrawal Notice is delivered to the Trustee; (ii) ten Business Days after the Grantor provides the certificate described in Section I (c )(iii) to both the Beneficiary and the Trustee if the Beneficiary has not objected in writing as described in Section led) during that ten Business Day period; and (iii) if the Trustee has received a written notice of disagreement from Beneficiary as described in Section 1 (d), when the Trustee receives written notification from the Beneficiary that the dispute has been resolved. As part of the Grantor Withdrawal Notice, the Grantor shall certify that each withdrawal has been made for the purposes specified in Section 2(g)(1). If a Beneficiary Withdrawal Notice is outstanding when the Trustee receives a Grantor Withdrawal Notice, then the Beneficiary Withdrawal Notice shall be honored first. (d) Upon a Grantor Withdrawal Notice becoming effective, the Trustee shall notify immediately take any and all steps necessary to transfer the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor and or such Designee as specified in such Grantor Withdrawal Notice. (e) Except as expressly permitted by Section 3 of this Agreement, in the absence of a Beneficiary within three (3) business days following each withdrawal or Grantor Withdrawal Notice, the Trustee shall not allow substitutions or withdrawals of any Assets from the Trust Account. (cf) Subject The Beneficiary hereby covenants to Section the Grantor that it will use and apply any withdrawn assets, without diminution because of the insolvency of the Beneficiary or the Grantor, for the following purposes only: (1) to reimburse the Beneficiary for any Reinsured Liabilities under the Policies and the Post Closing Policies reinsured under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement paid by the Beneficiary to the extent not paid by the Grantor when due; (2) to pay any amounts that are due to the Beneficiary under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement to the extent not paid directly to the Beneficiary by the Grantor when due; (3) to pay all or any portion of the Recapture Fee due in connection with the recapture of the Policies and the Post Closing Policies under the LNL Coinsurance Agreement or the LLANY Coinsurance Agreement; or (4, in ) to pay any other amounts that are due to the absence Beneficiary under any of a the Ancillary Agreements. (g) The Grantor hereby covenants to the Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset that it will remove assets from the Trust Account.Account for the following purposes only: (d1) The Trustee shall notify to reduce the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets amount held in the Trust Account are withdrawn. At by the Trustee’s requestexcess, the Beneficiary shall provide to the Trustee the address if any, of the insurance regulator fair market value of the Assets as shown in the state where Valuation Report for the Beneficiary is domiciledAssets as of the last day of the calendar quarter just ended, over the Required Amount as of the last day of such quarter in accordance with this Section 2; or (2) to substitute assets held in the Trust Account with other securities of equivalent or higher value and equivalent or higher quality in accordance with Section 3 of this Agreement.

Appears in 1 contract

Samples: Grantor Trust Agreement (Ing Life Insurance & Annuity Co)

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Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in with a copy to the form of a certificate substantially in the form of Exhibit A-1 attached hereto Grantor (the “Beneficiary Certificate”"Withdrawal Notice"), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary "Designee”), including the Grantor, ") to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except nor is said right of withdrawal or any other provision of this Agreement subject to any conditions or qualifications not contained in this Agreement; provided, however, that the subsequent to any withdrawal, upon Grantor's written request, Beneficiary shall acknowledge receipt of any furnish Grantor with an explanation and reasonably specific supporting documentation for such Assets withdrawn upon request by the Trusteewithdrawal. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets assets to or for the account of the Beneficiary Beneficiary, the Grantor, or such Beneficiary Designee, Designee as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to paragraph (a) of this Section 42 and to Section 4 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. Subject to this Section 2, in the absence of a Withdrawal Notice the Trustee shall allow no withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify have no responsibility whatsoever to determine that any Assets withdrawn from the insurance regulator Trust Account pursuant to this Section 2 will be used and applied in the state where manner contemplated by Section 3 of this Agreement. (e) Within five (5) Business Days after the end of each calendar month, Grantor shall deliver to Beneficiary a notice substantially in the form of Exhibit C hereto (the "Claims Closed Notice") setting forth the following information with respect to each individual claimant claim covered by the Reinsurance Agreement and closed during the last completed calendar month: (A) the amount of case indemnity reserve (as reported by Grantor pursuant to Section 1(d) above for the most recently evaluated calendar quarter), (B) the amount of case loss adjustment expense reserve (as updated by Grantor as of the end of the most recently ended calendar quarter), (C) the amount of indemnity paid and (D) the amount of allocated loss expense paid. The Claims Closed Notice also shall set forth, with respect to each individual claimant claim contained therein, evidence that such claim is closed. Within ten (10) Business Days after its receipt of the Claims Closed Notice, Beneficiary may object to some or all of the information contained in the Claims Closed Notice by delivering to Grantor a notice (the "Claims Objection Notice") providing (i) a reasonably detailed explanation specifying the reasons for Beneficiary's objections and (ii) a revised Claims Closed Notice acceptable to Beneficiary. If Beneficiary does not deliver a Claims Objection Notice to Grantor within such ten (10) Business Day period, Grantor's Claims Closed Notice shall be operative for purposes of this Agreement. If Beneficiary does deliver a Claims Objection Notice on a timely basis, Grantor and Beneficiary shall use all commercially reasonable efforts to resolve the disagreements within four (4) Business Days after receipt by Grantor of the Claims Objection Notice. If Grantor and Beneficiary cannot mutually agree within the four (4) Business Day period, then Beneficiary's Claims Closed Notice as set forth in Beneficiary's Claims Objection Notice (as modified by any partial agreement reached between Grantor and Beneficiary during such four (4) Business Day period) shall be operative for purposes of this Agreement. Subject to the provisions of the immediately following sentence, within fifteen (15) Business Days after receipt by the Beneficiary of the Grantor's initial Claims Closed Notice, Beneficiary shall deliver a Withdrawal Notice to Trustee naming Grantor as the Designee and instructing the Trustee to pay Grantor an amount withdrawn from the Trust Account equal to the lesser of (i) the sum of the aggregate amount of case indemnity reserves plus the aggregate amount of case loss adjustment expense reserves as set forth in the final Claims Closed Notice or (ii) the sum of the aggregate amount of indemnity paid plus the aggregate amount of allocated loss expense paid as set forth in the final Claims Closed Notice. Notwithstanding the foregoing, to the extent that the calculation of a Quarterly Obligations Amount in accordance with Section 1(d) or (e) is domiciled not operative for purposes of this Agreement within three forty-five (345) business days after all the assets end of a given calendar quarter, Beneficiary's obligation to cause Trustee to make the payment to Grantor pursuant to the immediately preceding sentence shall be suspended until such time as the calculation of a Quarterly Obligations Amount in accordance with Section 1(d) or (e) becomes operative for purposes of this Agreement. (f) Within five (5) Business Days after the calculation of each Quarterly Obligations Amount becomes operative for purposes of this Agreement in accordance with Section 1(d) (or, in the limited case of the calendar quarter ending December 31, 2003, in accordance with Section 1(e)), to the extent that the amount of Assets in the Trust Account are withdrawn. At exceeds 105% of the Trustee’s requestQuarterly Obligations Amount, the Beneficiary shall provide deliver a Withdrawal Notice to Trustee naming Grantor as the Designee and instructing the Trustee to pay Grantor an amount withdrawn from the address of the insurance regulator in the state where the Beneficiary is domiciledTrust Account equal to such excess.

Appears in 1 contract

Samples: Acquisition Agreement (Gainsco Inc)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached A hereto (the a Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including the Grantor, ) to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that Assets from the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the TrusteeTrust Account. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets Assets, as applicable, to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to Section 42(a) and to Section 3, in the absence of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) Each of the Grantor and the Beneficiary hereby acknowledge that on or prior to the date of this Agreement, it has delivered to the Trustee a certificate as to the incumbency and specimen signature of at least two (2) officers or other representatives of such Party authorized to act for and give and receive notices, requests and instructions on behalf of such Party in connection with this Agreement (each such officer or other representative, an “Authorized Person”), in a form satisfactory to the Trustee. From time to time, the Grantor and the Beneficiary may, by delivering to the Trustee a revised certificate change the information previously given, but the Trustee shall be entitled to rely conclusively on the then-current exhibit until receipt by the Trustee of a superseding exhibit. (e) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in have no responsibility whatsoever to determine whether any Assets withdrawn from the Trust Account are withdrawn. At pursuant to Section 2 will be used and applied in the Trustee’s request, manner contemplated by the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciledand Grantor.

Appears in 1 contract

Samples: Annuity Reinsurance Agreement (Horace Mann Life Insurance Co Separate Account)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate Trustee, substantially in the form of Exhibit A-1 attached D hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets at Fair Market Value as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including the Grantor, ) to whom Assets specified therein shall be delivered. The Beneficiary shall need not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee and shall promptly take steps to deliver or transfer or instruct the Grantor shall use commercially reasonable efforts relevant depository to deliver or transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, designee as may be specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to paragraph (a) of this Section 43 and to Section 5 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, Withdrawal Notice the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify Each of the insurance regulator Grantor and Beneficiary shall, on the date of this Agreement, deliver to the other parties a certificate in the state where form of Exhibits E and F or in a comparable form containing the incumbency and specimen signature of at least two (2) officers or other representatives of such party authorized to act for and give and receive notices, requests and instructions on behalf of such party in connection with this Agreement (each such officer or other representative, an “Authorized Person”). From time to time, Grantor and Beneficiary is domiciled within three (3) business days after all may, by delivering to the assets other parties a revised certificate in the Trust Account are withdrawn. At form of Exhibit E or Exhibit F or in a comparable form, as applicable, change the Trustee’s requestinformation previously given, the Beneficiary shall provide to the Trustee the address but each of the insurance regulator in parties hereto shall be entitled to rely conclusively on the state where the Beneficiary is domiciledthen-current exhibit until receipt of a superseding exhibit.

Appears in 1 contract

Samples: Master Transaction Agreement (Cna Financial Corp)

Withdrawal of Assets from the Trust Account. (a) Without notice to the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including the Grantor, ) to whom Assets specified therein shall be delivereddelivered and may condition delivery of such Assets to such Designee upon receipt, and deposit to the Trust Account, of other Assets specified in such Withdrawal Notice. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall be required to acknowledge in writing to the Grantor receipt of withdrawn Assets; nor is said right of withdrawal or any such Assets withdrawn upon request by the Trusteeother provision of this Agreement subject to any conditions or qualifications not contained in this Agreement. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets assets to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to paragraph (a) of this Section 42 and to Section 4 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, Withdrawal Notice the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in have no responsibility whatsoever to determine that any Assets withdrawn from the Trust Account are withdrawn. At pursuant to this Section 2 will be used and applied in the Trustee’s request, manner contemplated by Section 3 of this Agreement. (e) The Trustee will provide notice to the Grantor and the Beneficiary shall provide to of each withdrawal from the Trustee the address Trust Account within 10 days of the insurance regulator in the state where the Beneficiary is domicileddate of such withdrawal.

Appears in 1 contract

Samples: Termination Agreement (Assured Guaranty LTD)

Withdrawal of Assets from the Trust Account. (a) Without notice to Except as otherwise provided in this Section 2, the Beneficiary, without the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust AccountAccount for the purposes set forth in Section 3, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Withdrawal Notice, provided the Grantor has at least ten Business Days prior written notice of the Withdrawal Notice and has not objected to it; (i) the Withdrawal Notice shall specify in reasonable detail the Grantor’s Obligations that are to be satisfied with the withdrawn Assets and shall include a certification by the Beneficiary Request that: 1 the Beneficiary has submitted a claim to the Grantor in accordance with the applicable provisions of the Reinsurance Agreements for Withdrawalpayment of the Grantor’s Obligations so specified; 2 the Grantor has not disputed such claim within 60 days following the date on which the Grantor receives satisfactory proof of loss from the Beneficiary or, if the Grantor has disputed such claim, the Grantor has subsequently agreed that the claim is proper or the claim has been resolved in favor of the Beneficiary in accordance with the dispute resolution procedures of such Reinsurance Agreements. The Beneficiary Request for Withdrawal may designate a third party (3 under the “Beneficiary Designee”)terms of the Reinsurance Agreements, including any offset provision, the Beneficiary is currently entitled to payment of the Grantor’s Obligations so specified; 4 the Grantor has failed to pay or offset any of the Grantor’s Obligations so specified because the Grantor is the subject of an insolvency, to whom Assets liquidation or conservatorship proceeding or has ceased underwriting operations or has lost more than 50% of its policyholders surplus or has made a general assignment of its assets for the benefit of creditors; and 5 the Grantor’s Obligations so specified therein shall be delivered. The Beneficiary shall have not be required to present any other statement been the subject of another Withdrawal Notice or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the TrusteePayment Direction (as defined below). (bii) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for WithdrawalWithdrawal Notice from the Beneficiary, subject unless the Grantor advises the Trustee within ten Business Days of the Grantor’s receipt of the Withdrawal Notice that it disputes the amount set forth in the Withdrawal Notice pursuant to the provision by the Beneficiary of any required notices, opinions of counsel and representationsSection 2(a), the Trustee shall take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer transfer, absolutely and unequivocally unequivocally, all right, title and interest to Assets from the Trust Account in the Assets amounts specified in such Beneficiary Request for any Withdrawal Notice and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, as specified in such Beneficiary Request for WithdrawalBeneficiary. The transfer and delivery of such Assets shall take place on the 11th Business Day after the Trustee receives the Withdrawal Notice. The Person to whom Assets are delivered shall notify execute a receipt evidencing the Grantor delivery of Assets when required in the normal and Beneficiary within three (3) customary transaction of the business days following each withdrawal of banking. Unless directed otherwise in writing by the Grantor, the Assets delivered from the Trust AccountAccount shall be cash and to the extent the Trust Account does not contain a sufficient amount of cash, the Trustee upon written direction shall liquidate and sell Assets, in the order specified by the Grantor, if so specified, to raise a sufficient amount of cash to effect any such withdrawal. The Withdrawal Notice may designate a third party (the “Designee”) to whom Assets specified in this Agreement shall be delivered. The Beneficiary need present no statement or document in addition to a Withdrawal Notice in order to withdraw any Assets. (ciii) Subject to In the event the Beneficiary submits a Withdrawal Notice in accordance with this Section 4, in the absence of a Beneficiary Certificate and a Beneficiary Request 2(a) for Withdrawal, the Trustee shall allow no substitution or withdrawal payment of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after portion or all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in Grantor’s Obligations so specified, and the state where the Beneficiary is domiciled.Grantor disputes such payment, then:

Appears in 1 contract

Samples: Merger Agreement (Donegal Group Inc)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached hereto (the “Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including the Grantor, ) to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that . A copy of the form of the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee.Withdrawal Notice is attached as Exhibit A. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject With the written permission of the Beneficiary as provided in the “Grantor Withdrawal Notice” as Exhibit B to this Agreement, the Grantor may withdraw only such Assets as are specified in the Grantor Withdrawal Notice from the Trust. (d) Grantor may withdraw from the Trust Account, consistent with the terms of Section 42,c., upon providing written notice to the Trustee (the “Grantor Withdrawal Notice”), such Assets as are specified in such Grantor Withdrawal Notice, Such withdrawals shall be delivered to the Grantor. A copy of the form of the Grantor Withdrawal Notice is attached as Exhibit B. (e) Upon receipt of a Grantor Withdrawal Notice, the Trustee shall immediately take any and all steps necessary to transfer all rights, title and interest in the Assets specified in such Grantor Withdrawal Notice, and shall deliver such Assets to or for the account of the Grantor. (f) Except as provided in Section 3 of this Agreement, in the absence of either a Grantor Withdrawal Notice or a Beneficiary Certificate and a Beneficiary Request for Withdrawal, Withdrawal Notice the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 1 contract

Samples: Automatic Yrt Agreement (C M Life Variable Life Separate Account I)

Withdrawal of Assets from the Trust Account. (a) Without notice to or the consent of the Grantor, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee in the form of a certificate substantially in the form of Exhibit A-1 attached C hereto (the a Beneficiary CertificateWithdrawal Notice”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary Designee”), including the Grantor, ) to whom Assets specified therein shall be delivered. The Beneficiary shall not be required to need present any other no statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee shall immediately take any and the Grantor shall use commercially reasonable efforts all steps necessary to transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal Notice, and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets Assets, as applicable, to or for the account of the Beneficiary or such Beneficiary Designee, Designee as specified in such Beneficiary Request for Withdrawal. The Trustee shall notify the Grantor and Beneficiary within three (3) business days following each withdrawal from the Trust AccountWithdrawal Notice. (c) Subject to paragraph (a) of this Section 42 and to Section 3 of this Agreement, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, Withdrawal Notice the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (d) Each of the Grantor and Beneficiary shall, on the date of this Trust Agreement, deliver to the other parties a certificate in the form of Exhibit D hereto as to the incumbency and specimen signature of at least two (2) officers or other representatives of such party authorized to act for and give and receive notices, requests and instructions on behalf of such party in connection with this Trust Agreement (each such officer or other representative, an “Authorized Person”). From time to time, Grantor and Beneficiary may, by delivering to the other parties a revised certificate in the form of Exhibit D, change the information previously given, but each of the parties hereto shall be entitled to rely conclusively on the then-current exhibit until receipt of a superseding exhibit. (e) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in have no responsibility to determine whether any Assets withdrawn from the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator have been or will be used and applied as provided in the state where the Beneficiary is domiciledthis Trust Agreement.

Appears in 1 contract

Samples: Coinsurance and Modified Coinsurance Reinsurance Agreement (Lincoln Life & Annuity Variable Annuity Account H)

Withdrawal of Assets from the Trust Account. (ai) Without notice to the Grantor, the The Beneficiary shall have the right, at any time and from time to time, right to withdraw Assets from the Trust Account, upon Account subject only to (A)(1) the presentation of a written notice (given as provided in Section 17 hereof) from the Beneficiary to the Trustee and the Grantor in the form of a certificate substantially in the form of Exhibit A-1 as attached hereto as Exhibit A (the a “Beneficiary CertificateWithdrawal Notice”) which shall include a certification by the Beneficiary to the Trustee and the Grantor that the Grantor has failed to pay an amount due to the Beneficiary under the Reinsurance Agreement, such amount is not subject to a good faith dispute and such failure has not been cured within ten (10) Business Days after the Grantor has received written notice of such failure from the Beneficiary (an “Uncured Grantor Default”), signed by a duly authorized officer of the Beneficiary, accompanied by a request for withdrawal substantially in and (2) an email transmitted to the form Trustee and all of the Grantor’s representatives then-listed on Exhibit A-2 D hereto (as such list may be modified from time to time by the Grantor in written notice to both the Trustee and the Beneficiary, given as provided in Section 17 hereof), attaching such executed Beneficiary Withdrawal Notice in PDF format with the cover note to such email transmission stating that such email transmission, together with the Beneficiary Withdrawal Notice attached thereto, constitutes a notice to the Trustee and the Grantor as provided in Section 17 hereof (any transmission of such email, a “Beneficiary Request for WithdrawalEmail Notice”), signed by a duly authorized officer and (B) the satisfaction of the Beneficiary, such Assets as are specified requirements set forth in such Beneficiary Request for WithdrawalSection 2(a)(ii). The Beneficiary Request for Withdrawal may designate a third party (Notice shall specify the “Beneficiary Designee”), including Assets to be withdrawn and an instruction to the Grantor, Trustee as to whom how such specified Assets specified therein shall be delivered. The Beneficiary shall not be required to present any other statement or document in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (bii) Upon receipt The occurrence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject one of the following four events subsequent to the provision by Beneficiary giving the Beneficiary of any required notices, opinions of counsel Withdrawal Notice and representations, the applicable Beneficiary Email Notice to the Trustee and the Grantor shall use commercially reasonable efforts to transfer absolutely be a condition of withdrawal of Assets by the Beneficiary in accordance with Section 2(a)(i): (A) Five (5) Business Days shall have elapsed from and unequivocally all right, title and interest in including the Assets specified in such Beneficiary Request for Withdrawal and shall deliver physical custody (or such other form as is necessary to complete date on which the transfer) of such Assets to or for the account Trustee originally received a copy of the Beneficiary or such Withdrawal Notice and the Beneficiary DesigneeEmail Notice, and the Trustee shall not have received any notice, given as specified provided in such Section 17 hereof, from the Grantor disputing the amount requested for withdrawal by the Beneficiary Request for Withdrawal. in the Beneficiary Withdrawal Notice; (B) The Trustee shall notify have received a certificate signed by the Beneficiary and the Grantor fixing and determining the amount of Assets, if any, the Beneficiary within three (3) business days following each withdrawal may withdraw from the Trust Account; (C) The Trustee shall have received a certificate from the Beneficiary certifying that a non-appealable award from an arbitration panel has been entered specifying the amount of Assets which the Beneficiary may withdraw from the Trust Account, with a copy of such arbitration award attached; or (D) The Trustee shall have received, in the manner provided in Section 17 hereof, other written confirmation from the Grantor permitting the withdrawal requested in the Beneficiary Withdrawal Notice. (i) If the aggregate Value of all Eligible Assets held in the Trust Account as of the end of any Quarterly Accounting Period is greater than the percentage of the Required Balance as of the end of such Quarterly Accounting Period specified in the Reinsurance Agreement (an “Overfunding Event”), the Grantor shall have the right to withdraw Assets from the Trust Account equal to such excess (“Excess”) subject only to (A)(1) the presentation of a written notice (given as provided in Section 17 hereof) from the Grantor to the Trustee and the Beneficiary in the form as attached hereto as Exhibit B (a “Grantor Withdrawal Notice”) which shall include a certification by the Grantor to the Trustee and the Beneficiary of the occurrence of an Overfunding Event and the amount of such Excess, signed by a duly authorized officer of the Grantor, and (2) an email transmitted to the Trustee and all of the Beneficiary’s representatives then-listed on Exhibit E hereto (as such list may be modified from time to time by the Beneficiary in written notice to both the Trustee and the Grantor, given as provided in Section 17 hereof), attaching such executed Grantor Withdrawal Notice in PDF format with the cover note to such email transmission stating that such email transmission, together with the Grantor Withdrawal Notice attached thereto, constitutes a notice to the Trustee and the Beneficiary as provided in Section 17 hereof (any transmission of such email, a “Grantor Email Notice”), and (B) the satisfaction of the requirements set forth in Section 2(b)(ii). The Grantor Withdrawal Notice shall specify the Assets to be withdrawn and an instruction to the Trustee as to how such specified Assets shall be delivered. The Grantor shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (ii) The occurrence of one of the following four events subsequent to the Grantor giving the Grantor Withdrawal Notice and the applicable Grantor Email Notice to the Trustee and the Beneficiary shall be a condition of withdrawal of Assets by the Grantor in accordance with Section 2(b)(i): (A) Five (5) Business Days shall have elapsed from and including the date on which the Trustee originally received a copy of the Grantor Withdrawal Notice and the Grantor Email Notice, and the Trustee shall not have received any notice, given as provided in Section 17 hereof, from the Beneficiary disputing the amount requested for withdrawal by the Grantor in the Grantor Withdrawal Notice; (B) The Trustee shall have received a certificate signed by the Grantor and the Beneficiary fixing and determining the amount of Assets, if any, the Grantor may withdraw from the Trust Account; (C) The Trustee shall have received a certificate from the Grantor certifying that a non-appealable award from an arbitration panel has been entered specifying the amount of Assets which the Grantor may withdraw from the Trust Account, with a copy of such arbitration award attached; or (D) The Trustee shall have received, in the manner provided in Section 17 hereof, other written confirmation from the Beneficiary permitting the withdrawal requested in the Grantor Withdrawal Notice. (c) Subject The Trustee shall have no responsibility whatsoever to determine that any Assets withdrawn from the Trust Account pursuant to Section 4, 2 of this Agreement will be used and applied in the absence manner contemplated hereunder or in accordance with the terms of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Reinsurance Agreement. The Trustee shall allow have no substitution or withdrawal of any Asset from duty to compel the Grantor to deposit Assets into the Trust Account. (d) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in the Trust Account are withdrawn. At the Trustee’s request, the Beneficiary shall provide to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allstate Corp)

Withdrawal of Assets from the Trust Account. (a) Without notice to Upon default in the performance of any of Grantor's Obligations, the Beneficiary shall have the right, at any time and from time to time, to withdraw from the Trust Account, upon written notice to the Trustee at Trustee's address as set forth in the form of a certificate substantially in the form of Exhibit A-1 attached hereto Section 17 herein below (the “Beneficiary Certificate”"Withdrawal Notice"), signed by a duly authorized officer any quantity or amount of the Beneficiary, accompanied by a request for withdrawal substantially in the form of Exhibit A-2 hereto (the “Beneficiary Request for Withdrawal”), signed by a duly authorized officer of the Beneficiary, such Assets as are specified in such Beneficiary Request for WithdrawalWithdrawal Notice. Any Withdrawal Notice must be received by the Trustee no later than 3:00 p.m. Chicago time the business day prior to execution of the withdrawal transaction. The Beneficiary Request for Withdrawal Notice may designate a third party (the “Beneficiary "Designee”), including the Grantor, ") to whom Assets specified therein shall be delivereddelivered and may condition delivery of such Assets to such Designee upon receipt, and deposit to the Trust Account, of other Assets specified in such Withdrawal Notice, all as determined by Beneficiary and as set forth in the Withdrawal Notice. The Beneficiary shall not be required to need present any other no statement or document documentation in addition to a Beneficiary Certificate and a Beneficiary Request for Withdrawal Notice in order to withdraw any Assets, except that the Beneficiary shall acknowledge receipt of any such Assets withdrawn upon request by the Trustee. (b) Upon receipt of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, subject to the provision by the Beneficiary of any required notices, opinions of counsel and representationsWithdrawal Notice, the Trustee and the Grantor shall use commercially reasonable efforts to shall, at Beneficiary's written direction, promptly transfer absolutely and unequivocally all right, title and interest in the Assets specified in such Beneficiary Request for Withdrawal and shall deliver physical custody (or such other form as is necessary to complete the transfer) of such Assets to to, or for the account of the of, Beneficiary or such Beneficiary Designee, Designee as is specified in such written direction. (c) To the extent Beneficiary Request for Withdrawaland Grantor agree that the Assets in the Trust Account exceed Grantor's Obligations, Grantor shall have the right to withdraw Assets from the Trust Account upon providing Trustee with written notice (The "Reduction Notice"). The Reduction Notice shall be prepared by Grantor, but shall have no force or effect unless and until confirmed and approved by the Beneficiary in writing. The Reduction Notice shall reflect the amount to be withdrawn from the Trust Account. Upon Beneficiary's confirmation and approval of the Reduction Notice, Trustee shall notify deliver the amount to be withdrawn per the written instructions of the Grantor as contained in the Reduction Notice. (d) Notwithstanding paragraphs (a), (b), and Beneficiary within three (3c) business days following each of the Section 2 and of this Agreement, in the absence of a Withdrawal Notice or Reduction Notice the Trustee shall allow no withdrawal of any Assets from the Trust Account. (c) Subject to Section 4, in the absence of a Beneficiary Certificate and a Beneficiary Request for Withdrawal, the Trustee shall allow no substitution or withdrawal of any Asset from the Trust Account. (de) The Trustee shall notify the insurance regulator in the state where the Beneficiary is domiciled within three (3) business days after all the assets in have no liability for any losses to the Trust Account are withdrawn. At that may be incurred as a result of any liquidation of Assets of the Trustee’s requestTrust Account in order to satisfy a request for a distribution in cash or for the validity, the Beneficiary shall provide enforceability, perfection or priority of any lien, charge, security interest or other encumbrance claimed by any person against, in or with respect to the Trustee the address of the insurance regulator in the state where the Beneficiary is domiciledTrust Account or any Asset thereof.

Appears in 1 contract

Samples: Term Bonding Agreement (Apollo Gold Corp)

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