Deposit of Assets to the Trust Account. (a) The Grantor shall establish the Trust Account and the Trustee shall administer the Trust Account in its name as trustee for the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided herein. (b) The Grantor shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall transfer to the Trustee on a quarterly basis, for deposit to the Trust Account, such other assets as it may from time to time be necessary (all such assets are herein referred to individually as an "Asset" and collectively as the "Assets") in order that the Trust Account contains Assets at least equal to the Obligations of the Grantor as set forth above in this Section 1(b) and other amounts as may be required by the Reinsurance Agreements. The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined). (c) The Grantor hereby represents and warrants (i) that any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement and (ii) that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account consist only of cash and Eligible Securities.
Appears in 3 contracts
Samples: Trust Agreement (Darwin Professional Underwriters Inc), Trust Agreement (Darwin Professional Underwriters Inc), Trust Agreement (Darwin Professional Underwriters Inc)
Deposit of Assets to the Trust Account. (a) The Grantor Concurrently with the execution and delivery of this Agreement, the Trustee shall establish the a Trust Account in the Grantor’s name, and the Trustee shall administer the Trust Account as Trustee for the benefit of the Beneficiary in its name as trustee accordance with the terms of this Agreement and for the sole use and benefit of the Beneficiary. The Trust Account All such trusteed Assets at all times shall be maintained in or credited to the Trust Account, separate and distinct from all other assets of the Trustee, and shall be continuously maintained or credited by the Trustee, subject to withdrawal by the Beneficiary solely as provided hereinprovisions of Section 7(d) hereof.
(b) The On or about the date hereof, the Grantor shall transfer or cause to be transferred to the Trustee, for deposit to the Trust Account, Eligible Assets in accordance with Section 4.2(a) of the Reinsurance Agreement and shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall transfer to the Trustee on a quarterly basis, for deposit to the Trust Account, such other assets Eligible Assets as it may from time to time be necessary required to deposit by this Agreement, the Reinsurance Agreement or otherwise (all such Eligible Assets and proceeds thereof in the Trust Account are “Assets”). The Grantor, prior to depositing Eligible Assets with the Trustee, shall execute or cause to be executed assignments, endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets are herein referred to individually as an "Asset" and collectively as the "Assets") requiring assignment, in order that the Trust Account contains Assets at least equal to Beneficiary or the Obligations Trustee, upon the direction of the Beneficiary, may whenever necessary negotiate any such Eligible Assets without the consent or signature from the Grantor as set forth above in this Section 1(b) and or any other amounts as may be required by the Reinsurance Agreements. The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined)entity.
(c) The Grantor hereby represents represents, warrants and warrants covenants (i) that any Assets assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement Agreement; and (ii) that all Assets assets transferred by the Grantor to the Trustee for deposit to the Trust Account will consist only of cash and Eligible Assets at the time of such transfer. The Trustee shall have no responsibility whatsoever to determine at any time whether any Assets are or continue to be Eligible Securities.
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Samples: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)
Deposit of Assets to the Trust Account. (a) The Grantor shall establish hereby establishes the Trust Account Account, and the Trustee shall administer the Trust Account in its name as trustee for Trustee in accordance with the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided hereinprovisions of this Agreement.
(b) The Within three (3) business days of the date hereof, the Grantor shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the . The Grantor to the Beneficiary and shall may transfer to the Trustee on a quarterly basisTrustee, for deposit to the Trust Account, such other assets as it may from time to time be necessary desire (all such assets are herein referred to individually as an "Asset" and collectively as the "Assets") in order that the Trust Account contains Assets at least equal to the Obligations of the Grantor as set forth above in this Section 1(b) and other amounts as may be required by the Reinsurance Agreements). The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined).
(c) The Grantor hereby covenants, represents and warrants that (i) that any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement and Agreement, (ii) that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account consist only of cash and Eligible SecuritiesSecurities and (iii) this Agreement has been duly executed and delivered by the Grantor and constitutes Grantor's legal, valid and binding obligation, enforceable against Grantor in accordance with its terms (except to the extent such enforcement may be limited by applicable bankruptcy or similar laws of general application relating to or affecting the rights of creditors and by general equitable principles).
(d) The Trustee shall have no responsibility to determine whether the Assets in the Trust Account are sufficient to secure the Grantor's liabilities under the Reinsurance Agreement.
Appears in 2 contracts
Samples: Reinsurer Trust Agreement (Penn Treaty American Corp), Reinsurer Trust Agreement (Penn Treaty American Corp)
Deposit of Assets to the Trust Account. (a) The Grantor shall establish hereby establishes the Trust Account with the Trustee for the sole use and benefit of the Beneficiary, under the terms set forth herein. The Beneficiary is required to deposit into the Trust Account as an initial deposit the assets listed on Schedule I attached hereto, having an aggregate fair market value satisfying the requirements under Sections 4.3 and 4.4 of the Reinsurance Agreement, as jointly confirmed in writing by the Grantor and the Beneficiary to the Trustee. The Trustee shall administer the Trust Account in its name as trustee for the sole benefit of the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary and the Grantor solely as provided herein. The Trustee hereby accepts the Trust Account upon the terms set forth in this Trust Agreement.
(b) The Grantor shall transfer transfer, or shall cause to be transferred, to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall transfer to the Trustee on a quarterly basis, for deposit to the Trust Account, such other assets as it may be required from time to time be necessary pursuant to the Reinsurance Agreement including any overcollateralization amount contemplated thereby (all such assets are herein referred to individually as an "“Asset" ” and collectively as the "“Assets") ”). The Trustee is authorized and shall have power to receive the Assets from the Grantor and to hold, invest, reinvest and dispose of the same for the uses and purposes of and according to the provisions herein set forth. All Assets shall be maintained by the Trustee in order that the Trust Account contains Assets at least equal to separate and distinct from all other assets on the Obligations books and records of the Grantor as set forth above Trustee and in accordance with the terms of this Section 1(b) and other amounts as may be required by the Reinsurance AgreementsTrust Agreement. The Assets shall consist only of cash (United States legal tender) and Eligible Securities Investments (as hereinafter defined). All Eligible Investments and other Assets credited to the Trust Account shall be registered in the name of the Trustee or its nominee (except for Commercial Mortgage Loans or participations therein) and shall be held by the Trustee in its capacity as trustee and securities intermediary hereunder. No such Eligible Investment or other Asset credited to the Trust Account shall be registered in the name of the Grantor, payable to the order of the Grantor or endorsed to the Grantor, it being agreed and understood that title to all Eligible Investments and other Assets credited to the Trust Account must be held by the Trustee. If any Asset is no longer an Eligible Investment or becomes impaired, the Grantor shall promptly substitute or deposit other Assets which meet the requirements of an Eligible Investment and, if a substitution, having a Book Value greater than or equal to the Book Value, and having a fair market value greater than or equal to the fair market value, of such substituted Asset; provided, however, that the total value of the Assets held in the Trust Account, to the extent required, is equal to or exceeds the Required Balance, in compliance, and as calculated in accordance, with Exhibit C hereto. The Trustee shall accept for deposit into the Trust Account any asset transferred to the Trustee from time to time by the Beneficiary pursuant to a written directive and designated to be deposited into the Trust Account, and all such assets shall be considered “Assets” for purposes of this Agreement and shall be subject to the provisions of this Agreement. The Trustee shall have no duty or responsibility to determine whether any Assets constitute Eligible Investments or to determine the fair market value of any Assets held in the Trust Account. The Grantor shall be solely responsible for making such determinations.
(c) The Grantor hereby represents and warrants (i) that any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person other Person or entity in accordance with the terms of this Agreement and Trust Agreement, (ii) that all Assets transferred by the Grantor to the Trustee for deposit into the Trust Account will consist only of Eligible Investments, (iii) that Grantor has, at the time of transfer into this Trust Account, conveyed to the Trustee good and marketable title to the Assets to be so transferred and each such Asset shall be at the time of transfer free and clear of all claims, liens, interests and encumbrances (other than those arising under this Trust Agreement) and (iv) that Grantor will not cause the Trustee to take any action that would create, incur, assume or permit any claim, lien or encumbrance on any Asset in the Trust Account (other than those arising under this Trust Agreement).
(d) Prior to depositing the Assets into the Trust Account, and from time to time thereafter as required, the Grantor shall execute assignments, endorsement in blank, or transfer legal title to the Trustee of all shares, obligations or other Assets requiring assignments, so that the Beneficiary whenever necessary may, and the Trustee upon the direction by the Beneficiary will, negotiate any such Assets without the consent or signature from the Grantor or any other Person or entity.
(e) The parties recognize that certain Assets will not be readily negotiable and that certain notices, opinions of counsel, representations and/or consents will be required for the Beneficiary to obtain good and marketable title to such Assets. In the event any such Asset is not readily negotiable, the Trustee shall only be required to deliver the Asset, together with any assignment or other document related to such Asset and previously actually deposited with the Trustee, to the Beneficiary in accordance with a Beneficiary Request for Withdrawal (as hereinafter defined). Any notice, opinion of counsel, representation or consent required to negotiate the Assets shall be provided by the Beneficiary for the initial deposit described in Section 1.1(a), and by the Grantor for any other conveyance of Assets to the Trust Account consist only of cash and Eligible SecuritiesAccount.
Appears in 2 contracts
Samples: Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co), Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co)
Deposit of Assets to the Trust Account. (a) The Grantor Concurrently with the execution and delivery of this Agreement, the Trustee shall establish the a Trust Account in the Grantor’s name, and the Trustee shall administer the Trust Account as Trustee for the benefit of the Beneficiary in its name as trustee accordance with the terms of this Agreement and for the sole use and benefit of the Beneficiary. The Trust Account All such trusteed Assets at all times shall be subject maintained in or credited to withdrawal the Trust Account, separate and distinct from all other assets of the Trustee, and shall be continuously maintained or credited by the Beneficiary solely as provided hereinTrustee.
(b) The On the date hereof, the Grantor shall transfer or cause to be transferred to the Trustee, for deposit to the Trust Account, Eligible Assets in accordance with Section 7.2 of the Reinsurance Agreement and shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall transfer to the Trustee on a quarterly basis, for deposit to the Trust Account, such other assets Eligible Assets as it may from time to time be necessary required to deposit by this Agreement, the Reinsurance Agreement or otherwise (all such Eligible Assets and proceeds thereof (other than Income) in the Trust Account are “Assets”). The Grantor, prior to depositing Eligible Assets with the Trustee, shall execute or cause to be executed assignments, endorsements in blank, or transfer legal title to the Trustee of all shares, obligations or any other assets are herein referred to individually as an "Asset" and collectively as the "Assets") requiring assignment, in order that the Trust Account contains Assets at least equal to Beneficiary or the Obligations Trustee, upon the direction of the Beneficiary, may whenever necessary negotiate any such Eligible Assets without the consent or signature from the Grantor as set forth above in this Section 1(b) and or any other amounts as may be required by the Reinsurance Agreements. The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined)entity.
(c) The Grantor hereby represents represents, warrants and warrants covenants (i) that any Assets assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary willmay, negotiate any such Assets assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement Agreement; and (ii) that all Assets assets transferred by the Grantor to the Trustee for deposit to the Trust Account will consist only of cash and Eligible SecuritiesAssets at the time of such transfer.
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Deposit of Assets to the Trust Account. (a) The Grantor shall establish the Trust Account and the Trustee shall administer the Trust Account account in its name as trustee Trustee for the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided herein.
(b) The Grantor shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall may transfer to the Trustee on a quarterly basisTrustee, for deposit to the Trust Account, such other assets as it may from time to time be necessary desire (all such assets actually received in the Trust Account are herein referred to individually as an "Asset" and collectively as the "Assets") in order that the Trust Account contains Assets at least equal to the Obligations of the Grantor as set forth above in this Section 1(b) and other amounts as may be required by the Reinsurance Agreements). The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined).
(c) The Grantor hereby represents and warrants (i) that any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement and (ii) that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account consist only of cash and Eligible Securities.
(d) The Trustee shall have no responsibility to determine whether the Assets in the Trust Account are sufficient to secure the Grantor's liabilities under the Reinsurance Agreements.
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Deposit of Assets to the Trust Account. (a) The Grantor shall establish has established the Trust Account for the sole use and benefit of the Beneficiary and the Trustee shall administer the Trust Account in its name as trustee the Trustee for the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided herein.
(b) The In addition to the assets held in the Trust Account as of the date hereof, the Grantor shall transfer or cause to be transferred to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall transfer to the Trustee on a quarterly basis, for deposit to the Trust Account, such other assets as it may from time to time be necessary (all such assets are herein referred to individually as an "Asset" and collectively as the "Assets") in order that the Trust Account contains Assets at least equal to the Obligations of the Grantor as set forth above in this Section 1(b) and other amounts as may be required by the Reinsurance Agreements. The Assets shall consist consisting only of cash (United States legal tender) and Eligible Securities (as hereinafter defined) (all such assets, together with the proceeds thereof and cash, all investments of such assets and proceeds in other assets, and all substitutions of such assets and proceeds for other assets are herein referred to individually as an “Asset” and collectively as the “Assets”).
(c) The Grantor hereby represents and warrants (i) that any all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account and all Assets invested and substituted at the direction of the Grantor hereunder (i) will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person other Person in accordance with the terms of this Agreement and (ii) that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will consist only of cash and Eligible Securities.
(d) The Trustee shall receive and hold the Assets in a safe place and in a specifically designated Trust Account, which shall be maintained at the Trustee’s offices in the United States of America. The Trustee shall hold, manage and dispose of the Assets as directed pursuant to the terms hereof, and shall maintain the Trust Account in accordance with the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Annuity Reinsurance Agreement (Horace Mann Life Insurance Co Separate Account)
Deposit of Assets to the Trust Account. (a) The Grantor shall establish the Trust Account and the Trustee shall administer the Trust Account in its name as trustee Trustee for the Beneficiary. The Trust Account shall be subject to withdrawal by the Beneficiary solely as provided herein.
(b) The Grantor shall transfer to the Trustee, for deposit to the Trust Account, the assets listed in Exhibit B A hereto, which shall be in an amount equal to all Obligations of the Grantor to the Beneficiary and shall may transfer to the Trustee on a quarterly basisTrustee, for deposit to the Trust Account, such other assets as it may from time to time be necessary desire (all such assets actually received in the Trust Account are herein referred to individually as an "Asset" and collectively as the "Assets") in order that the Trust Account contains Assets at least equal to the Obligations of the Grantor as set forth above in this Section 1(b) and other amounts as may be required by the Reinsurance Agreements). The Assets shall consist only of cash (United States legal tender) and Eligible Securities (as hereinafter defined).
(c) The Grantor hereby represents and warrants (i) that any Assets transferred by the Grantor to the Trustee for deposit to the Trust Account will be in such form that the Beneficiary whenever necessary may, and the Trustee upon direction by the Beneficiary will, negotiate any such Assets without consent or signature from the Grantor or any person in accordance with the terms of this Agreement and (ii) that all Assets transferred by the Grantor to the Trustee for deposit to the Trust Account consist only of cash and Eligible Securities.
(d) The Trustee shall have no responsibility to determine whether the Assets in the Trust Account are sufficient to secure Inter-Ocean's liabilities under the Reinsurance Agreements.
(e) This Agreement is not subject to any conditions or qualifications other than as stated herein.
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