Participation Agreement Sample Contracts

September 27th, 2021 · Common Contracts · 651 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT Among and

THIS AGREEMENT, made and entered into as of this [ ]day of [ ] 1998 by and among C.M. Life Insurance Company (hereinafter, the “Company”), a Connecticut insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account” or “accounts,” as applicable), and the undersigned fund, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

September 27th, 2021 · Common Contracts · 194 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS, A I M DISTRIBUTORS, INC., AND ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS.

THIS AGREEMENT, made and entered into as of the 30th day of April, 2004 (“Agreement”), by and among AIM VARIABLE INSURANCE FUNDS, a Delaware Trust (“AVIF”), A I M Distributors, Inc., a Delaware corporation (“AIM”), and C.M. LIFE INSURANCE COMPANY, a Connecticut life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and (collectively, the “Parties”).

April 29th, 2021 · Common Contracts · 142 similar
Variable Account D of Union Security Insurance CoPARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, FORTIS BENEFITS INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into this 18 day of January 1996, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), FORTIS BENEFITS INSURANCE COMPANY, a Minnesota corporation (the "Company") on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").

September 27th, 2021 · Common Contracts · 141 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT as of May 1, 2000 Franklin Templeton Variable Insurance Products Trust Franklin Templeton Distributors, Inc. Massachusetts Mutual Life Insurance Company C.M. Life Insurance Company MML Bay State Life Insurance Company CONTENTS
September 21st, 2021 · Common Contracts · 115 similar
Protective NY COLI VULPARTICIPATION AGREEMENT

THIS AGREEMENT, dated as of the ___10th__day of December, 2020 by and among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (the “Company”), an insurance company organized under the laws of the State of Alabama, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each separate account hereinafter referred to as the “Account”), DEUTSCHE DWS VARIABLE SERIES I, DEUTSCHE DWS VARIABLE SERIES II and DEUTSCHE DWS INVESTMENTS VIT FUNDS (individually, a “Fund”), each a Massachusetts business trust created under a Declaration of Trust, as amended, DWS DISTRIBUTORS, INC. (the “Underwriter”), a Delaware corporation, and DWS INVESTMENT MANAGEMENT AMERICAS, INC., a Delaware corporation (the “Adviser”). The parties agree that a single document is being used for ease of administration and that this Agreement shall be treated as if it were a separate agreement with respect to each Fund, and each series thereof

April 29th, 2021 · Common Contracts · 114 similar
Metropolitan Tower Separate Account TwoPARTICIPATION AGREEMENT Among BRIGHTHOUSE FUNDS TRUST II, BRIGHTHOUSE INVESTMENT ADVISERS, LLC, BRIGHTHOUSE SECURITIES, LLC And METROPOLITAN TOWER LIFE INSURANCE COMPANY This AGREEMENT is made and entered into as of the 6th day of March, 2017, by and...

WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and its shares are registered under the Securities Act of 1933, as amended (hereinafter the “1933 Act”); and

November 3rd, 2016 · Common Contracts · 85 similar
Allstate Assurance Co Variable Life Separate AccountFRED ALGER & COMPANY, INCORPORATED PARTICIPATION AGREEMENT

THIS AGREEMENT is made this 24th day of August, 2016, by and among The Alger Portfolios (the "Trust"), an open-end management investment company organized as a Massachusetts business trust, Allstate Assurance Company, a life insurance company organized as a corporation under the laws of the State of Illinois, (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth in Schedule A, as may be amended from time to time (the "Accounts"), and Fred Alger & Company, Incorporated, a Delaware corporation, the Trust's distributor (the "Distributor").

September 27th, 2021 · Common Contracts · 85 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT

THIS AGREEMENT, made mad entered into this 1sT day of November, 1999 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and C.M. LIFE INSURANCE COMPANY, a Connecticut life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

April 16th, 2021 · Common Contracts · 83 similar
PLAIC Variable Annuity Account SPARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 16TH day of December, 2020 (“Agreement”), by and among Protective Life and Annuity Insurance Company, an Alabama life insurance company (“Insurer”) (on behalf of itself and each segregated asset account of the Company set forth in Schedule B, as may be amended from time to time (the “Separate Accounts”),); Investment Distributors, Inc., a Tennessee corporation (“Contracts Distributor”), the principal underwriter with respect to the Contracts referred to below; AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

April 7th, 2009 · Common Contracts · 81 similar
Metlife of Ct Separate Account Eleven for Variable AnnuitiesBy: /s/ Steve Plump ------------------------------------ Name: Steve Plump Title: Managing Director CREDIT SUISSE ASSET MANAGEMENT SECURITIES, me:-. By: /s/ Steve Plump ------------------------------------ Name: Steve Plump Title: President Schedule 1...
September 21st, 2021 · Common Contracts · 78 similar
Protective NY COLI VULPARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 23rd day of November, 2020, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (hereinafter the “Company”), an insurance company organized under the laws of the State of Tennessee , on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).

January 4th, 2010 · Common Contracts · 75 similar
Nationwide Provident Va Separate Account 1PARTICIPATION AGREEMENT By and Among OCC ACCUMULATION TRUST And PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA And PROVIDENT MUTUAL LIFE INSURANCE COMPANY And OCC DISTRIBUTORS

THIS AGREEMENT, effective the 16th day of September, 1994, by and amount PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA (“PLACA”), a Delaware Corporation, on its own behalf and on behalf of each separate account of PLACA named in Schedule I to this Agreement, as may be amended from time to time, PROVIDENT MUTUAL LIFE INSURANCE COMPANY (“Provident Mutual”; PLACA and Provident Mutual hereinafter collectively referred to as the “Company”), a Pennsylvania Corporation, on its own behalf and on behalf of each separate account of Provident Mutual named in Schedule I to this Agreement (PLACA and Provident Mutual separate accounts named in Schedule I hereinafter individually referred to as the “PLACA Account” and the “Provident Mutual Account” and collectible referred to as the “Account”), OCC ACCUMULATION TRUST (formerly known as Quest for Value Accumulation Trust), an open-end diversified management investment company organized under the laws of the State of Massachusetts (hereinafter th

February 26th, 2009 · Common Contracts · 74 similar
Separate Account VA ZForm of Participation Agreement Transamerica Life Insurance Company

THIS AGREEMENT, made and entered into as of the day of , , by and among TRANSAMERICA LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Iowa corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and the INSURANCE TRUST, a business trust organized under the laws of (hereinafter the “Trust”) and SECURITIES, INC. (hereinafter the “Underwriter”), a corporation.

August 31st, 2021 · Common Contracts · 71 similar
Participation Agreement
April 22nd, 2021 · Common Contracts · 70 similar
Pruco Life Variable Appreciable AccountPARTICIPATION AGREEMENT AMONG AND PRUCO LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 8th day of July, 1996 by and among Pruco Life Insurance Company (hereinafter, the "Company"), an Arizona insurance company, on its own...
April 28th, 2011 · Common Contracts · 69 similar
Ing Variable Insurance TrustPARTICIPATION AGREEMENT among ING VARIABLE INSURANCE TRUST and ING LIFE INSURANCE AND ANNUITY COMPANY and ING FUNDS DISTRIBUTOR, LLC

THIS AGREEMENT, made and entered into April 17, 2006, among ING LIFE INSURANCE AND ANNUITY COMPANY (the “Company”), a life insurance company organized under the laws of Connecticut, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A attached hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the “Separate Accounts”), ING VARIABLE INSURANCE TRUST (the “Trust”) an open-ended management investment company and business trust organized under the laws of the State of Delaware, and ING FUNDS DISTRIBUTOR, LLC (the “Distributor”), a limited liability corporation organized under the laws of the State of Delaware.

April 30th, 2021 · Common Contracts · 60 similar
PHL Variable Accumulation AccountPARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and PHL VARIABLE INSURANCE COMPANY

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of May, 2006 by and among PHL Variable Insurance Company (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the “Accounts”), Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

September 21st, 2021 · Common Contracts · 44 similar
Protective NY COLI VULPARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP

THIS AGREEMENT, made and entered into as of this 9th day of November 2020, among Protective Life and Annuity Insurance Company (the "Company"), an insurance company organized under Alabama law, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PUTNAM VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the "Underwriter"), a Massachusetts limited partnership.

April 29th, 2021 · Common Contracts · 41 similar
Talcott Resolution Life & Annuity Insurance Co Separate Account OnePARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, HARTFORD LIFE INSURANCE COMPANY, PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.

THIS AGREEMENT, made this November 4, 2005, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the "Trust"), HARTFORD LIFE INSURANCE COMPANY, a Connecticut life insurance company (the "Company"), on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the "Accounts"); PlONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation ("PIM") and PIONEER FUNDS DISTRIBUTOR., INC. ("PFD"), a corporation organized under the laws of The Commonwealth of Massachusetts.

April 27th, 2010 · Common Contracts · 39 similar
Pacific Select Exec Separate Account of Pacific Life & AnnuiPARTICIPATION AGREEMENT By and Among PACIFIC LIFE & ANNUITY COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into as of the 1st day of December, 2008, by and among PACIFIC LIFE & ANNUITY COMPANY, organized under the laws of the state of Nebraska (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (the “Distrib

April 9th, 2018 · Common Contracts · 39 similar
Llany Separate Account S for Flexible Premium Variable Life InsurancePAGE> PARTICIPATION AGREEMENT AMONG LEGG MASON PARTNERS VARIABLE EQUITY TRUST, LEGG MASON PARTNERS VARIABLE INCOME TRUST, LEGG MASON INVESTOR SERVICES, LLC, LEGG MASON PARTNERS FUND ADVISOR, LLC AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK THIS...
September 21st, 2021 · Common Contracts · 36 similar
Protective NY COLI VULAMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, MFS VARIABLE INSURANCE TRUST III, PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY AND MFS FUND DISTRIBUTORS, INC.

THIS AGREEMENT, made and entered into effective as of the 1ST day of May 2012, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (the “Trust II”), MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (“Trust III”) (Trust I, Trust II and Trust III each referred to, individually, as the “Trust” and, collectively, as the “Trusts”), Protective Life and Annuity Insurance Company, an Alabama corporation (the “Company”), and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MFS Fund Distributors, Inc., a Delaware corporation (“MFD”). This Agreement shall amend and supersede the following Participation Agreements:

September 27th, 2021 · Common Contracts · 35 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT by and among DFA INVESTMENT DIMENSIONS GROUP INC., DIMENSIONAL FUND ADVISORS LP, DFA SECURITIES LLC and MASSMUTUAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into this _27th_ day of _January 2021, by and among MassMutual Life Insurance Company (the “Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an “Account” and collectively, the “Accounts”); DFA Investment Dimensions Group Inc. (the “Fund”); the Fund’s investment adviser, Dimensional Fund Advisors LP (the “Adviser”); and DFA Securities LLC (“DFAS”) (individually, a “Party” and collectively, the “Parties”).

April 17th, 2007 · Common Contracts · 34 similar
Lincoln New York Account N for Variable AnnuitiesPARTICIPATION AGREEMENT AMONG DELAWARE GROUP PREMIUM FUND, INC. AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK AND DELAWARE DISTRIBUTORS, LP
July 25th, 2000 · Common Contracts · 33 similar
Carillon Life AccountPARTICIPATION AGREEMENT AMONG TEMPLETON VARIABLE PRODUCTS SERIES FUND, FRANKLIN TEMPLETON DISTRIBUTORS, INC. and THE UNION CENTRAL LIFE INSURANCE COMPANY THIS AGREEMENT made as of May 23, 1997, among Templeton Variable Products Series Fund (the...
April 16th, 2021 · Common Contracts · 33 similar
PLAIC Variable Annuity Account SPARTICIPATION AGREEMENT Among and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 8th day of December, 2020 by and among Protective Life and Annuity Insurance Company (hereinafter, the "Company"), an Alabama insurance company, on its own behalf and on behalf of each segregated asset account of the Company (each account hereinafter referred to as the "Account"), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the "Fund") and T. Rowe Price Investment Services, Inc. (hereinafter the "Underwriter"), a Maryland corporation.

July 17th, 2015 · Common Contracts · 31 similar
Seasons Series TrustPARTICIPATION AGREEMENT

This PARTICIPATION AGREEMENT, made as of the 1st day of April, 2015, between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (the “Company”, a life insurance company organized under the laws of the State of Texas, on behalf of itself and on behalf of the “Separate Account(s)” set forth on Appendix A) and SEASONS SERIES TRUST (the “Trust”), an open-end management investment company established pursuant to the laws of the Commonwealth of Massachusetts under an Amended and Restated Declaration of Trust dated March 26, 2014, which is composed of multiple investment series (“Portfolios”).

September 27th, 2021 · Common Contracts · 31 similar
C M Life Variable Life Separate Account IPARTICIPATION AGREEMENT Massachusetts Mutual Life Insurance Company

This Participation Agreement (“Agreement”), dated as of the 25 day of October, 2012, is made by and between MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (“Company”), on behalf of itself and each of the separate accounts (“Variable Accounts”), WADDELL & REED, INC. (“W&R”), distributor for Ivy Funds Variable Insurance Portfolios, and IVY FUNDS VARIABLE INSURANCE PORTFOLIOS (“Ivy Funds VIP”).

September 27th, 2021 · Common Contracts · 30 similar
C M Life Variable Life Separate Account IAmendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Massachusetts Mutual Life Insurance Company

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we,” “our,” or “us”), Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company and MML Distributors, LLC, your distributor (collectively, the “Company” “you” or “your”), on your behalf and on behalf of certain Accounts, (individually a “Party”, collectively, the “Parties”) have previously entered into a Participation Agreement dated May 1, 2000, as amended (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment’’). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

September 26th, 2007 · Common Contracts · 30 similar
Old Mutual Financial Network Separate Account VA of Fidelity & Guaranty Life Insurance COEXHIBIT 8 (j) PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into as of the LOTH day of January, 2007 by and among OM Financial Life Insurance Company (hereinafter the "Company"), a life insurance company organized under the laws of...
January 29th, 2016 · Common Contracts · 27 similar
MEMBERS Horizon Variable Separate AccountPARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY DISTRIBUTION, INC., MORGAN STANLEY INVESTMENT MANAGEMENT INC., and MEMBERS LIFE INSURANCE COMPANY Dated as of October 1, 2015

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

April 25th, 2012 · Common Contracts · 26 similar
Separate Account I of Integrity Life Insurance CoParticipation Agreement as of January 6, 2003 Franklin Templeton Variable Insurance Products Trust Franklin Templeton Distributors, Inc. Integrity Life Insurance Company Touchstone Securities, Inc. CONTENTS
July 1st, 2014 · Common Contracts · 26 similar
Ml of New York Variable Annuity Separate Account DPARTICIPATION AGREEMENT

THIS AGREEMENT, dated as of the 31st day of May, 2006, by and among ML Life Insurance Company of New York (the “Company”), a New York life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (hereinafter referred to individually and collectively as the “Account”), each of the trusts and the corporation executing this Agreement (each a “Fund” and collectively the “Funds”), and JPMorgan Distribution Services, Inc. (the “Underwriter”), a Delaware company.

October 29th, 2009 · Common Contracts · 25 similar
Variable Annuity Account a of Protective LifePARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 1st day of November, 2009, by and among Protective Life and Annuity Insurance Company (hereinafter the “Company”), a life insurance company organized under the laws of Alabama, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and ROYCE CAPITAL FUND (hereinafter the “Fund”), a Delaware business trust, and ROYCE FUND SERVICES, INC., a New York corporation (the “Distributor”).

June 6th, 2013 · Common Contracts · 24 similar
Us Airways IncPARTICIPATION AGREEMENT [ ] Dated as of [ ], 201[ ] Among US AIRWAYS, INC., Owner, and WILMINGTON TRUST COMPANY, Not in its individual capacity except as expressly provided herein, but solely as Indenture Trustee, Subordination Agent under the...

PARTICIPATION AGREEMENT [ ], dated as of [ ], 201[ ] (this “Agreement”), among (a) US AIRWAYS, INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly provided herein, but solely as Indenture Trustee (in its capacity as Indenture Trustee, “Indenture Trustee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Applicable Pass Through Trust Agreements (each, an “Applicable Pass Through Trustee”) and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).