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

Withdrawal of Assets from the Trust Account. (a) 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to the Grantor of its desire to withdraw Assets from the Trust Account, specifying the amount and type of Assets to be withdrawn.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 be permitted to direct the Trustee to withdraw Assets from the Trust 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, with a copy to the Grantor (a “Beneficiary Withdrawal Notice”) in the form attached hereto as Exhibit A, specifying the Assets or cash amount to be withdrawn (and the Beneficiary shall not deliver a Beneficiary Withdrawal Notice except in accordance with this sentence).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, 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 the amount of the Uncured Grantor Default due to the Beneficiary under the Reinsurance Agreement. A Beneficiary Withdrawal Notice delivered pursuant to this Section 2(a) may designate a third party designee to whom Assets specified therein shall be delivered.

Withdrawal of Assets from the Trust Account. (a) The Pursuant to Section 3.1 of the Coinsurance Agreement, the Beneficiary shall have the right to withdraw Assets from the Trust Account only if the Grantor fails to pay any amount due pursuant 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 third sentence 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 be permitted to direct the Trustee to withdraw Assets from the Trust Account not in excess of the amount of the Uncured Grantor Default from the Trust Account pursuant to this Section 2(a) upon only after a default by the Grantor in the performance of its monetary obligations under the Coinsurance Agreement, 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 TrusteeCoinsurance Agreement, with a copy to the Grantor (a “Beneficiary Withdrawal Notice”) in the form attached hereto as Exhibit A, specifying the Assets or cash amount to be withdrawn (and the Beneficiary shall not deliver a Beneficiary Withdrawal Notice except in accordance with this sentence). Any any 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 the amount of the Uncured Grantor Default amounts then due to the Beneficiary under the Reinsurance Coinsurance Agreement. The Beneficiary shall be permitted to direct the Trustee to withdraw Assets from the Trust Account not in excess of the amount the Beneficiary is permitted to withdraw from the Trust Account under the preceding two sentences upon written notice to the Trustee and the Grantor substantially in the form attached hereto as Exhibit A (a “Beneficiary Withdrawal Notice”), 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 Withdrawal Notice is proper and in accordance with the terms of the Coinsurance Agreement. A Beneficiary Withdrawal Notice delivered pursuant to this Section 2(a) may designate a third party designee to whom Assets specified therein shall be delivered. Each withdrawal from the Trust Account by the Beneficiary (i) shall 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 withdrawal by the Beneficiary 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.