Beneficiary Withdrawal. (i)Notwithstanding any other provision of this Agreement, the Beneficiary shall have the unconditional right to withdraw Trust Assets valued at Fair Market Value from the Trust Account at any time and from time to time, upon the delivery of (x) a written notice from the Beneficiary Authorized Officers to the Trustee (with respect to a withdrawal pursuant to Section 4.7(a) of the Coinsurance Agreement, with a simultaneous copy to the Grantor), substantially in the form attached hereto as Exhibit C-1 (a “Beneficiary Withdrawal Notice”) specifying the Trust Assets to be withdrawn, and (y) all applicable Loan Assignment Documents or Other Assignment Documents, in each case, for any of the purposes set forth in Section 4.7(a) or Section 4.7(b) of the Coinsurance Agreement (as applicable), and assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including any liquidator, rehabilitator, receiver or conservator of the Company), without diminution because of insolvency on the part of the Beneficiary or Grantor. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor that such withdrawal is being made in accordance with the terms of the Coinsurance Agreement and this Agreement. The Beneficiary shall not deliver a Beneficiary Withdrawal Notice except as expressly permitted by this Section 2(a).
Beneficiary Withdrawal. In the event that the Grantor has failed to pay or reimburse the Beneficiary for material undisputed amounts due from the Grantor under the Reinsurance Agreement and not yet recovered from the Grantor, including any Reinsured Risks, Terminal Settlement or other amounts due under the Reinsurance Agreement which amounts have not been paid by the Grantor within ten (10) Business Days following its receipt of a specific notice thereof the Beneficiary shall have the right to withdraw Assets valued at Fair Market Value from the Trust Account by delivering a written notice from the Beneficiary Authorized Officers to the Trustee and the Grantor, substantially in the form attached hereto as Exhibit B-1 (a “Beneficiary Withdrawal Notice”). Assets withdrawn from the Trust Account may be utilized and applied by the Beneficiary (or any successor by operation of law of the Beneficiary, including any statutory liquidator, rehabilitator, receiver, conservator or statutory successor of the Beneficiary), without diminution because of insolvency on the part of the Beneficiary or the Grantor for such purposes, subject to the other terms, conditions, exclusions and limitations of the Reinsurance Agreement and this Agreement. The Beneficiary need not present any statement or document other than a Beneficiary Withdrawal Notice in order to withdraw any Assets; nor is such right of withdrawal or any other provision of this Agreement subject to any conditions or qualifications not contained in this Agreement. Each withdrawal from the Trust Account by the Beneficiary shall constitute a representation and certification of the Beneficiary to the Grantor and the Trustee that such withdrawal is being made in accordance with the terms of this Agreement and the Reinsurance Agreement. (b)
Beneficiary Withdrawal. Notwithstanding any other provision of this Agreement, the Beneficiary shall have the right to withdraw Assets valued at Fair Market Value from the Trust Account at any time and from time to time, without notice to the Grantor upon the delivery of a written notice from the Beneficiary Authorized Officers to the Trustee substantially in the form attached hereto as Exhibit B-1 (a “Beneficiary Withdrawal Notice”), to use and apply amounts withdrawn from the Trust Account, without diminution because of the insolvency of the Beneficiary or the Grantor, only for the following purposes: (i) to pay or reimburse the Beneficiary for (A) the Grantor’s share under the Reinsurance Agreement of premiums returned, but not yet recovered from the Grantor, to the owners of the Reinsured Policies reinsured thereunder because of cancellations of the Reinsured Policies, and (B) the Grantor’s share under the Reinsurance Agreement of surrenders and benefits or losses paid by the Beneficiary, but not yet recovered from the Grantor, under the terms and provisions of the Reinsured Policies reinsured hereunder; (ii) to pay to the Grantor amounts held in the Trust Account in excess of the amount necessary to secure the credit or reduction from liability for
