Substitution of Trust Assets Sample Clauses

Substitution of Trust Assets. The Reinsurer may substitute or exchange assets in any Trust Account, provided (i) any assets to be so substituted or exchanged (the “Replacement Assets”) are Eligible Assets, (ii) the Replacement Assets are deposited in such Trust Account on the day of the substitution or exchange and (iii) the aggregate Market Value of the Replacement Assets is at least equal to the aggregate Market Value of the assets being removed from such Trust Account. The Reinsurer shall also be permitted to withdraw assets from any Trust Account immediately following the posting of a Letter of Credit securing the Reinsurer’s obligations hereunder in a face amount equal to the Market Value of the assets to be so withdrawn.
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Substitution of Trust Assets. The Trustee shall allow no substitutions of Trust Assets from the Trust Account except on written instructions from the Beneficiary; provided, however, that the Trustee may allow substitutions of Trust Assets upon written instructions from the Grantor if (i) such substitution is a substitution of Authorized Investments for other Authorized Investments or for United States legal tender and (ii) the then current market value of the Authorized Investments so substituted is not less than the then current market value of the Trust Assets withdrawn. Such written instructions from the Grantor shall be a certification by the Grantor that the immediately preceding items (i) and (ii) are satisfied. The Trustee is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 (such person verifying the instruction shall be different than the person initiating the instruction), and the Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The parties hereto aside from the Trustee agree that the Trustee may delay the initiation of any substitution until these security measures it deems to be necessary and appropriate have been completed and shall incur no liability on account of such delay. The Beneficiary and the Grantor agree that the Trustee will use prices furnished by standard industry pricing services in determining market values of Trust Assets in the Trust Account and further agree that the Trustee can conclusively rely on such prices. If no current price is available from standard industry pricing services for any security included among the Trust Assets, the Beneficiary and the Grantor agree that the Trustee shall be entitled to rely on written certification of the Grantor as to the market value of that security. If no current price is available from standard industry pricing services for any security included among the Trust Assets and the Grantor fails to provide written certification of the value of such security in sufficient time for the Trustee to include the price in the statement for the Trust Account, the Trustee will not be required to provide a current price for such security and shall not incur any liability by omitting a current price for such security on the statement. The Trustee shall not incur any liability in relying in good faith on market values determined in accordance with the above procedures.
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Substitution of Trust Assets. (a) Retrocessionaire and/or NICO may, unless a Reinsurance Credit Event has occurred and is continuing, substitute or exchange assets in the Trust Account, provided (i) any assets to be so substituted or exchanged (the “Replacement Assets”) are Eligible Assets, (ii) the Replacement Assets are deposited in the Trust Account on the day of the substitution or exchange and (iii) the aggregate fair market value of the Replacement Assets is at least equal to the aggregate fair market value of the assets being removed from the Trust Account. (b) If a Reinsurance Credit Event has occurred and is continuing, NICO and/or Retrocessionaire may substitute or exchange any assets in the Trust Account; provided that any such substitution or exchange shall require the prior written consent of CGLIC, such consent not to be unreasonably withheld, delayed or denied. Notwithstanding the foregoing sentence, if a Reinsurance Credit Event has occurred and is continuing, NICO and/or Retrocessionaire shall be required to substitute or exchange assets in the Trust Account to replace Eligible Assets that are not RCE Eligible Assets with RCE Eligible Assets.
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Substitution of Trust Assets. The Company shall have the right at any time, and from time to time at its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.
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Related to Substitution of Trust Assets

  • Termination of Trust Agreement (a) The Trust shall dissolve upon the final distribution by the Trustee of all monies or other property or proceeds of the Trust Estate in accordance with the Indenture, the Sale and Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not: (x) operate to dissolve or terminate this Agreement or the Trust, (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Except as provided in Section 9.1(a), neither the Depositor nor any Certificateholder shall be entitled to dissolve, revoke or terminate the Trust; provided however, for the sake of clarity, no action is necessary by the Depositor, the Certificateholder or any other Person as a prerequisite for a dissolution under Section 9.1(a) to occur. (c) Notice of any anticipated dissolution of the Trust, specifying the Payment Date upon which the Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed within five Business Days of receipt of notice of such anticipated dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing Agreement, and such notice from the Trustee shall state: (i) the Payment Date upon which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and to receive the final distribution with respect thereto. If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the Depositor. (d) Upon the dissolution of the Trust and the payment of all liabilities of the Trust in accordance with applicable law, the Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 (or successor section) of the Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.

  • Creation of Trust Each Purchaser hereby irrevocably transfers and assigns to the Trustee, and the Trustee hereby accepts the transfer and assignment of, the right to vote and consent for each Purchaser in connection with all of such Purchaser’s voting and consent rights and responsibilities as a Beneficial Owner of the Subject Shares with respect to the following matters (collectively, the “Voting Matters”): (a) the election of the two members of the Board of Trustees for which holders of VMTP Shares are exclusively entitled to vote under Section 18(a)(2)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”) and all other rights given to holders of VMTP Shares with respect to the election of the Board of Trustees of the Fund; (b) the conversion of the Fund from a closed-end management company to an open-end management company, or to change the Fund’s classification from diversified to non-diversified, each pursuant to Section 13(a)(1) of the 1940 Act (any of the foregoing, a “Conversion”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Conversion that it would be impossible to give effect to the Conversion without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Conversion is conditioned upon or subject to; (c) the deviation from a policy in respect of concentration of investments in any particular industry or group of industries as recited in the Fund’s registration statement, pursuant to Section 13(a)(3) of the 1940 Act (a “Deviation”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Deviation that it would be impossible to give effect to the Deviation without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Deviation is conditioned upon or subject to; (d) borrowing money, issuing senior securities, underwriting securities issued by other Persons, purchasing or selling real estate or commodities or making loans to other Persons other than in accordance with the recitals of policy with respect thereto in the Fund’s registration statement, pursuant to Section 13(a)(2) of the 1940 Act (any of the foregoing, a “Policy Change”), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Policy Change that it would be impossible to give effect to the Policy Change without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Policy Change is conditioned upon or subject to; (e) any state law voting and consent rights granted to such Purchaser as a matter of state law unless such voting or consent rights relate to situations where the rights or seniority of the Beneficial Owners of the Subject Shares could be adversely affected (as determined by such Purchaser) (except, for the avoidance of doubt, this subsection (e) shall not allow such Purchaser to exercise those rights transferred specifically in Sections 1(a) through (d) of this Agreement); and (f) all other voting and consent rights of such Purchaser as a Beneficial Owner of the Subject Shares unless such voting or consent rights relate to situations where the rights or seniority of the Beneficial Owners of the Subject Shares could be adversely affected (as determined by such Purchaser) (except, for the avoidance of doubt, this subsection (f) shall not allow such Purchaser to exercise those rights transferred specifically in Sections 1(a) through (e) of this Agreement). In order to effect the transfer of voting and consent rights with respect to the Voting Matters, each of the Purchasers hereby irrevocably appoints and constitutes, and will cause each of its Affiliates who are Beneficial Owners of any Subject Shares to irrevocably appoint and constitute, the Trustee as its attorney-in-fact and agrees, and agrees to cause each of such Affiliates, to grant the Trustee one or more irrevocable proxies with respect to the Voting Matters and further agrees to renew any such proxies that may lapse by their terms while the Subject Shares are still subject to this Voting Trust Agreement. WFC Holdings, WFMCS and EVEREN each will retain all other voting rights under the Related Documents and each of WFC Holdings (or its Affiliates or designee), WFMCS (or its Affiliates or designee), and EVEREN (or its Affiliates or designee) will also be the registered owner of its respective VMTP Shares. If any dividend or other distribution in respect of the Subject Shares is paid, such dividend or distribution will be paid directly to either WFC Holdings, WFMCS, or EVEREN, respectively (or to any such Affiliate or designee of WFC Holdings, WFMCS, or EVEREN then owning such Subject Shares); provided, that, any Additional Shares will become part of the Subject Shares covered by this Agreement.

  • Application of Trust Money The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.

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