Common use of Supplemental Trust Agreement Clause in Contracts

Supplemental Trust Agreement. The Grantor and the Trustee may, at any time and from time to time, without the consent of the Holders of the Trust Preferred Securities, amend or supplement this Trust Agreement, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another partnership, corporation or other entity to the Grantor and the assumption by any such successor of the covenants of the Grantor herein contained; or (b) to add to the covenants of the Grantor for the benefit of the Holders of the Trust Preferred Securities, or to surrender any right or power herein conferred upon the Grantor; or (i) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to make any other provisions with respect to matters or questions arising under this Trust Agreement, provided that any such action taken shall not materially adversely affect the interests of the Holders of the Trust Preferred Securities; (d) to cure any ambiguity or correct any mistake; or (e) to provide for the issuance of multiple series of Trust Preferred Securities and to make such related changes to this Trust Agreement as shall be necessary or desirable to provide for the issuance of more than one series of Trust Preferred Securities provided that any such provision shall not result in a Tax Event. Any other amendment or agreement supplemental hereto must be in writing and approved by Holders of a Majority in liquidation amount of the then outstanding Trust Preferred Securities. In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Article or the modifications thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and (subject to Section 6.02) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Trust Agreement. The Trustee may, but shall not be obligated to, enter into any such supplemental agreement which affects the Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplemental Trust Agreement. The Grantor and the Trustee (without the Delaware Trustee) may, at any time and from time to time, without the consent of the Holders of the Trust Preferred Securities, amend or supplement this Trust Agreement, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another partnership, corporation or other entity to the Grantor and the assumption by any such successor of the covenants of the Grantor herein contained; or (b) to add to the covenants of the Grantor for the benefit of the Holders of the Trust Preferred Securities, or to surrender any right or power herein conferred upon the Grantor; or (i) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to make any other provisions with respect to matters or questions arising under this Trust Agreement, provided that any such action taken shall not materially adversely affect the interests of the Holders of the Trust Preferred Securities; (d) to cure any ambiguity or correct any mistake; or (e) to provide for the issuance of multiple series of Trust Preferred Securities and to make such related changes to this Trust Agreement as shall be necessary or desirable to provide for the issuance of more than one series of Trust Preferred Securities provided that any such provision shall not result in a Tax Event. Any other amendment or agreement supplemental hereto must be in writing and approved by Holders of a Majority in liquidation amount of the then outstanding Trust Preferred Securities. In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Article or the modifications thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and (subject to Section 6.02) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Trust Agreement. The Trustee may, but shall not be obligated to, enter into any such supplemental agreement which affects the Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

Supplemental Trust Agreement. The Grantor and the Trustee may, at any time and from time to time, without the consent of the Holders of the Trust Preferred Securities, amend enter into one or supplement this Trust Agreementmore agreements supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another partnership, corporation or other entity to the Grantor and the assumption by any such successor of the covenants of the Grantor herein contained; or (b) to add to the covenants of the Grantor for the benefit of the Holders of the Trust Preferred Securities, or to surrender any right or power herein conferred upon the Grantor; or (i) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to make any other provisions with respect to matters or questions arising under this Trust Agreement, provided PROVIDED that any such action taken shall not materially adversely affect the interests of the Holders of the Trust Preferred Securities;; or (d) to cure any ambiguity or correct any mistake; or (e) to provide for the issuance of multiple series of Trust Preferred Securities and to make such related changes to this Trust Agreement as shall be necessary or desirable to provide for the issuance of more than one series of Trust Preferred Securities provided that any such provision shall not result in a Tax Event. Any other amendment or agreement supplemental hereto must be in writing and approved by Holders of a Majority 66 2/3% in liquidation amount of the then outstanding Trust Preferred Securities. In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Article or the modifications thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and (subject to Section 6.02) shall be fully protected in relying upon, an Opinion opinion of Counsel counsel stating that the execution of such supplemental agreement is authorized or permitted by this Trust Agreement. The Trustee may, but shall not be obligated to, enter into any such supplemental agreement which affects the Trustee’s 's own rights, duties or immunities under this Trust Agreement or otherwise.

Supplemental Trust Agreement. The Grantor and the Trustee may, at any time and from time to time, without the consent of the Holders of the Trust Preferred Securities, amend or supplement this Trust Agreement, in form satisfactory to the Trustee, for any of the following purposes: (a) New York Ceding Company and Reinsurer shall enter into a New York Supplemental Trust Agreement in the form attached hereto as Exhibit D, to evidence be effective concurrently with this New York Reinsurance Agreement. The New York Supplemental Trust Agreement shall contain those provisions necessary to effect the succession terms and conditions of another partnership, corporation or other entity to this New York Reinsurance Agreement and shall comply with the Grantor and the assumption by any such successor requirements of the covenants State of New York but not be subject to New York Regulation 114. Reinsurer shall establish in accordance with such New York Supplemental Trust Agreement a supplemental trust account (the Grantor herein contained; or“Supplemental Trust Account”) with an independent financial institution reasonably acceptable to New York Ceding Company for the sole use and benefit of New York Ceding Company, for so long as there are New York Insurance Policies reinsured under this Agreement. (b) On or before the Closing Date, Reinsurer shall deposit assets into the Supplemental Trust Account consisting of assets in compliance with the Investment Guidelines with an aggregate fair market value equal to add to the covenants of the Grantor for the benefit of the Holders or exceeding five percent (5%) of the Trust Preferred SecuritiesAmount as of the Effective Time. The New York Supplemental Trust Agreement shall be maintained as overcollateralization of Reinsurer’s obligations hereunder, and shall at all times be maintained at a minimum level of five percent (5%) of the Trust Amount. (c) The assets in the Supplemental Trust Account shall be valued according to their current fair market value. Reinsurer will direct the trustee to invest or reinvest the trust assets in accordance with the Investment Guidelines set forth in Exhibit C or as otherwise agreed upon by New York Ceding Company and Reinsurer. (d) Prior to surrender depositing assets with the trustee, Reinsurer shall execute assignments, endorsements in blank or transfer legal title to the trustee of all shares, obligations or any other assets requiring assignments, in order that New York Ceding Company (or the trustee at the direction of New York Ceding Company) may whenever necessary negotiate the trust assets without the consent or signature of Reinsurer or any other entity. (e) New York Ceding Company shall have the right to withdraw assets from the Supplemental Trust Account established pursuant to this Section 4.3 only at such time as the assets in the Reg 114 Trust Account established pursuant to Section 4.2 are insufficient to satisfy New York Ceding Company’s authorized uses set forth in Section 4.4 and after prior notice to Reinsurer. For the avoidance of doubt, consent to any such withdrawal is not required to be provided by Reinsurer; rather, the trustee shall honor such withdrawal requests upon receipt of a written request from New York Ceding Company. Assets withdrawn by New York Ceding Company may be used only in accordance with Section 4.4. (f) If, at the end of any calendar quarter, the market value of the assets in the Supplemental Trust Account exceeds five percent (5%) of the Trust Amount as of such calendar quarter end, and if the market value of the Qualifying Trust Assets in the Reg 114 Trust Account established pursuant to Section 4.2 exceeds one hundred two percent (102%) of the Trust Amount, New York Ceding Company shall, within fifteen (15) calendar days of Reinsurer’s request, consent in writing to Reinsurer’s withdrawal of any excess assets from the Supplemental Trust Account. If Reinsurer requests that all or power herein conferred upon any portion of the Grantor; oramount to be withdrawn hereunder instead be transferred to the supplement trust account established by Reinsurer pursuant to the WNIC Indemnity Reinsurance Agreement (the “WNIC Supplemental Trust Account”), then New York Ceding Company shall consent to such transfer within two (2) Business Days of receipt of Reinsurer’s request and direct the trustee to transfer such combination of cash and trusteed assets as may be requested by Reinsurer to the trustee of the WNIC Supplemental Trust Account for immediate deposit. (g) If, at the end of any calendar quarter, the aggregate fair market value of the assets in the Supplemental Trust Account is less than five percent (5%) of the Trust Amount as of such calendar quarter end, then, within fifteen (15) calendar days of its delivery of the Quarterly Reports set forth in Section 4.5, Reinsurer shall cause to be deposited into the Supplemental Trust Account such additional assets as are necessary to ensure that the aggregate fair market value of the assets maintained in the Supplemental Trust Account is no less than five percent (5%) of the Trust Amount. (h) Appointment by the trustee or Reinsurer of any asset manager or subcustodian to manage or invest the assets of the Supplemental Trust Account shall not be permitted without first receiving the prior written consent of New York Ceding Company, such consent not to be unreasonably withheld. (i) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (ii) to make any other provisions with respect to matters or questions arising The Supplemental Trust Account established under this Trust Section 4.3 is intended to secure payment of amounts owed by Reinsurer to New York Ceding Company under this New York Reinsurance Agreement. Reinsurer hereby grants to New York Ceding Company, as security for payment and performance of Reinsurer’s obligations under this Agreement, provided that any such action taken shall not materially adversely affect a first priority security interest in Reinsurer’s beneficial interest in the interests of the Holders of the Supplemental Trust Preferred Securities; (d) to cure any ambiguity or correct any mistake; or (e) to provide for the issuance of multiple series of Trust Preferred Securities Account established and to make such related changes funded pursuant to this Trust Agreement as shall Section. Assets properly withdrawn from the trust by Reinsurer will not be necessary or desirable to provide for the issuance of more than one series of Trust Preferred Securities provided that any such provision shall not result in a Tax Event. Any other amendment or agreement supplemental hereto must be in writing and approved by Holders of a Majority in liquidation amount of the then outstanding Trust Preferred Securities. In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Article or the modifications thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and (subject to Section 6.02) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Trust Agreement. The Trustee may, but shall not be obligated to, enter into any such supplemental agreement which affects the Trustee’s own rights, duties or immunities under this Trust Agreement or otherwisesecurity interest.