Common use of Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities Clause in Contracts

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1) resign as the trustee or custodian, as applicable, of each XXX and Xxxxx Plan of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a)), (2) to the extent permitted by the documentation governing each such XXX and Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and Xxxxx Plan, and Purchaser hereby accepts each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereof, and (3) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (A) Seller is not permitted to appoint Purchaser as successor trustee or custodian, or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (B) such XXX or Xxxxx Plan includes assets that are not Deposit Liabilities and are not being transferred to Purchaser, or the assumption of such deposit liabilities included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury Regulations, all deposit liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities being herein called the "EXCLUDED XXX/XXXXX PLAN DEPOSITS"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because the account owner or participant has attained age 70 1/2, effective as of the Effective Time, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Conversion Date, Seller Sellers shall (1i) resign as of the close of business on the Conversion Date as the trustee or custodian, as applicable, of each XXX and Xxxxx Plan of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and Xxxxx Plan, and Purchaser hereby accepts each such trusteeship or custodianship under their the terms and conditions of Purchaser's ’s plan documents for its XXX and Xxxxx Plans, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business on the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofConversion Date, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. Purchaser shall be solely responsible for delivering its XXX or Xxxxx Plan documents to the applicable XXX grantor or Xxxxx Plan named fiduciary, including but not limited to, a beneficiary designation form to be completed by the applicable XXX grantor or Xxxxx Plan participant; provided, however, that in the event that an XXX grantor or Xxxxx Plan participant dies before such time as Purchaser receives a properly completed beneficiary designation form, Sellers shall make available to Purchaser such information as may exist in Sellers’ files regarding any beneficiary designation it may have regarding such decedent. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (Ay) Seller is Sellers are not permitted to appoint Purchaser as successor trustee or custodian, or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (Bz) such XXX or Xxxxx Plan includes assets that which are not Deposit Liabilities and are not being transferred to Purchaser, or and the assumption of such deposit liabilities included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury RegulationsIRS regulations, all deposit liabilities of Seller Sellers held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities being herein called the "EXCLUDED XXX/XXXXX PLAN DEPOSITS")Liabilities. Upon appointment as a successor custodian for such XXX Deposit Liabilities liabilities or as a successor trustee for such IRAs or Xxxxx PlansPlans and their associated liabilities, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the The Deposit Liabilities include certain IRAs or and Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's ’s or participant's ’s request or because the account owner or participant has attained age 70 70-1/2, effective . Effective as of the Effective TimeTransfer Date, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller Sellers to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time Conversion occurs and, in consideration thereof, Seller agrees Sellers agree not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX Deposit Liability and Xxxxx Plan Deposit Liability of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and or Xxxxx Plan, and Purchaser hereby accepts agrees to accept each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes assume all fiduciary and custodial obligations with respect thereto as of the close of business on the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofClosing Date, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (Ax) Seller is not permitted to appoint name Purchaser as successor trustee or custodian, custodian or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designationassignment, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (By) such XXX or Xxxxx Plan includes assets that assets, which are not Deposit Liabilities deposit liabilities of Seller and are not being transferred to Purchaser, or and the assumption of such the deposit liabilities of Seller included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Internal Revenue Code or applicable Treasury RegulationsInternal Revenue Service regulations, all deposit deposits liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit deposits liabilities being herein called the "EXCLUDED Excluded XXX/XXXXX PLAN DEPOSITSXxxxx Deposits"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the The Deposit Liabilities include certain IRAs or Xxxxx Plans that are required of account owners who have attained the age of 70 1/2 years with respect to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because each of which the account owner or participant has attained is required under applicable law to take a minimum distribution by December 31st of each year after the account owner attains the age of 70 1/2, effective 1/2 years. Effective as of the Effective Timeclose of business on the Closing Date, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to make such minimum distributions and agrees to pay each such minimum distribution required by federal to be paid under applicable law with respect to such IRAs by December 31 31st of the calendar year in which the Effective Time Closing occurs and, in consideration thereofthereof on the Closing Date, Seller agrees not shall transfer to withhold the Purchaser an amount of equal to such minimum distributions from the aggregate amount of the required to be paid with respect to such IRAs by such December 31st by Purchaser as Deposit Liabilities.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1) resign as the trustee or custodian, as applicable, of each XXX and Xxxxx Plan of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a8.18(a)), (2) to the extent permitted by the documentation governing each such XXX and Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and Xxxxx Plan, and Purchaser hereby accepts each such trusteeship or custodianship under their terms and conditions of Purchaser's ’s plan documents for its XXX and Xxxxx Plans, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereof, and (3) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (A) Seller is not permitted to appoint Purchaser as successor trustee or custodian, or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (B) such XXX or Xxxxx Plan includes assets that are not Deposit Liabilities and are not being transferred to Purchaser, or the assumption of such deposit liabilities included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury Regulations, all deposit liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities being herein called the "“EXCLUDED XXX/XXX/ XXXXX PLAN DEPOSITS"”). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's ’s or participant's ’s request or because the account owner or participant has attained age 70 1/2, effective as of the Effective Time, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX Deposit Liability and Xxxxx Plan Deposit Liability of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and or Xxxxx Plan, and Purchaser hereby accepts agrees to accept each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes assume all fiduciary and custodial obligations with respect thereto as of the close of business on the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofClosing Date, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (AX) Seller is not permitted to appoint name Purchaser as successor trustee or custodian, custodian or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designationassignment, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (BY) such XXX or Xxxxx Plan includes assets that assets, which are not Deposit Liabilities deposit liabilities of Seller and are not being transferred to Purchaser, or and the assumption of such the deposit liabilities of Seller included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Internal Revenue Code or applicable Treasury RegulationsInternal Revenue Service regulations, all deposit deposits liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit deposits liabilities being herein called the "EXCLUDED Excluded XXX/XXXXX PLAN DEPOSITSXxxxx Deposits"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the The Deposit Liabilities include certain IRAs or Xxxxx Plans that are required of account owners who have attained the age of 70.5 years with respect to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because each of which the account owner or participant has attained is required under applicable law to take a minimum distribution by December 31st of each year after the account owner attains the age 70 1/2, effective of 70.5 years. Effective as of the Effective Timeclose of business on the Closing Date, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to make such minimum distributions and agrees to pay each such minimum distribution required by federal to be paid under applicable law with respect to such IRAs by December 31 31st of the calendar year in which the Effective Time Closing occurs and, in consideration thereofthereof on the Closing Date, Seller agrees not shall transfer to withhold the Purchaser an amount of equal to such minimum distributions from the aggregate amount of the required to be paid with respect to such IRAs by such December 31`st by Purchaser as Deposit Liabilities.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX Deposit Liability and Xxxxx Plan Deposit Liability of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodiancustodian as of the close of business on the Closing Date, as applicable, of each such XXX and or Xxxxx Plan, and Purchaser hereby accepts agrees to accept each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes assume all fiduciary and custodial obligations with respect thereto as of the close of business on the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofClosing Date, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (Ay) Seller is not permitted to appoint name Purchaser as successor trustee or custodian, custodian or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designationassignment, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (Bz) such XXX or Xxxxx Plan includes assets that assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, or and the assumption of such the deposit liabilities of Seller included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury Regulationsregulations, all deposit liabilities Deposits Liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities Deposit Liabilities being herein called the "EXCLUDED “Excluded XXX/XXXXX PLAN DEPOSITS"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because the account owner or participant has attained age 70 1/2, effective as of the Effective Time, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities”).

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the trustee or custodian, Effective Time as applicable, the Trustee/Custodian of each XXX Deposit and as the Trustee/Custodian of each Xxxxx Plan Deposit of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))Trustee/Custodian, if any, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan and applicable lawPlan, appoint Purchaser Buyer as successor trustee or custodian, as applicable, Trustee/Custodian of each such XXX and or Xxxxx Plan, and Purchaser hereby accepts each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes all fiduciary and custodial obligations with respect thereto as of the close of business the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereof, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan Plan, respectively, such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable lawPlan. If, pursuant to In the terms of event that the documentation governing Seller’s XXX or Xxxxx Plans do not permit Seller to appoint Buyer as successor Trustee/Custodian, then prior to the Closing Date Seller and Buyer will cooperate in an effort to obtain any such required approval or consent of each individual grantor or named fiduciary of the Plan to the appointment of Buyer as successor Trustee/Custodian. In the event that an approval or consent necessary for Buyer to become successor Trustee/Custodian of an XXX or Xxxxx Plan or applicable law, (A) Seller is not permitted obtained, Seller will retain that Plan and the Deposit associated with that Plan. Buyer agrees to appoint Purchaser act as successor trustee or custodian, or Trustee/Custodian of the XXX grantor or Xxxxx Plan named fiduciary objects in writing Plans as to such designation, or which it is entitled to, appointed by Seller as described above and does, in fact, name a successor trustee or custodian other than Purchaser, or (B) such to assume all duties of Seller under the agreements relating to those Plans. With respect to each XXX or Xxxxx Plan includes assets that are not Deposit Liabilities and are not being transferred to PurchaserBuyer, or on the assumption Closing Date Seller shall provide to Buyer a listing of such deposit liabilities included in such the balances of those Deposits as of December 31, 2011, and, with respect to any XXX or Xxxxx Plan would result in Depositor who was age 70 1/2 on December 31, 2011, or who will attain age 70 1/2 during 2012, Seller will provide to Buyer a loss listing of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury Regulations, all deposit liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded those Depositors’ required minimum distributions from the Deposit Liabilities (such excluded deposit liabilities being herein called the "EXCLUDED XXX/XXXXX PLAN DEPOSITS"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent their accounts during 2012 simultaneous with reporting that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions information to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because the account owner or participant has attained age 70 1/2, effective as of the Effective Time, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit LiabilitiesDepositors.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the Effective Time as the trustee or custodian, as applicable, of each XXX Deposit Liability and Xxxxx Plan plan Deposit Liability of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan plan and applicable law, appoint Purchaser as successor trustee or custodiancustodian as of the close of business on the Closing Date, as applicable, of each such XXX and or Xxxxx Planplan, and Purchaser hereby accepts agrees to accept each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes assume all fiduciary and custodial obligations with respect thereto as of the close of business the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofEffective Time, and (3iii) deliver to the XXX grantor or Xxxxx Plan plan named fiduciary of each such XXX or Xxxxx Plan plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan plan or applicable law, (Ai) Seller is not permitted to appoint name Purchaser as successor trustee or custodian, custodian or the XXX grantor or Xxxxx Plan plan named fiduciary objects in writing to such designationassignment, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (Bii) such XXX or Xxxxx Plan plan includes assets that assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, or and the assumption of such the deposit liabilities of Seller included in such XXX or Xxxxx Plan plan would result in a loss of qualification of such XXX or Xxxxx Plan plan under the Internal Revenue Code of 1986, as amended or applicable Treasury Regulationsregulations, all deposit liabilities Deposits Liabilities of Seller held under such XXX or Xxxxx Plan plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities being herein called the "EXCLUDED XXX/XXXXX PLAN DEPOSITS"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plansand, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To to the extent that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because the account owner or participant Seller has attained age 70 1/2, effective as of the Effective Time, paid Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from account balance(s), such funds will be returned to Seller by Purchaser, less the aggregate amount of the Deposit LiabilitiesPurchase Price allocated to such accounts.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Closing Date, Seller shall (1i) resign as of the close of business on the Closing Date as the trustee or custodian, as applicable, of each XXX Deposit Liability and Xxxxx Plan Deposit Liability of which it is the trustee or custodian and whose Deposit Liabilities are being assumed by Purchaser hereunder (a list of which Plans and the amount of related Deposits as of the date herein is set forth on Schedule 8.19(a))custodian, (2ii) to the extent permitted by the documentation governing each such XXX and or Xxxxx Plan and applicable law, appoint Purchaser as successor trustee or custodian, as applicable, of each such XXX and or Xxxxx Plan, and Purchaser hereby accepts agrees to accept each such trusteeship or custodianship under their terms and conditions of Purchaser's plan documents for its XXX and Xxxxx Plans, and assumes assume all fiduciary and custodial obligations with respect thereto as of the close of business on the day on which the Deposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereofClosing Date, and (3iii) deliver to the XXX grantor or Xxxxx Plan named fiduciary of each such XXX or Xxxxx Plan such notice of the foregoing as is required by the documentation governing each such XXX or Xxxxx Plan or applicable law. If, pursuant to the terms of the documentation governing any such XXX or Xxxxx Plan or applicable law, (Ai) Seller is not permitted to appoint name Purchaser as successor trustee or custodian, custodian or the XXX grantor or Xxxxx Plan named fiduciary objects in writing to such designationassignment, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (Bii) such XXX or Xxxxx Plan includes assets that assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, or and the assumption of such the deposit liabilities of Seller included in such XXX or Xxxxx Plan would result in a loss of qualification of such XXX or Xxxxx Plan under the Code or applicable Treasury Regulationsregulations, all deposit liabilities Deposits Liabilities of Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities (such excluded deposit liabilities Deposit Liabilities being herein called the "EXCLUDED Excluded XXX/XXXXX PLAN DEPOSITSXxxxx Deposit Liabilities"). Upon appointment as a successor custodian for such XXX Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans, Purchaser shall perform the services and carry out the duties and obligations required of it under the applicable plans, the Code and applicable federal and state laws and regulations. (b) To the extent that the Deposit Liabilities include certain IRAs or Xxxxx Plans that are required to make certain periodic distributions to the XXX account owner or Xxxxx Plan participant (or beneficiary) either at the account owner's or participant's request or because the account owner or participant has attained age 70 1/2, effective as of the Effective Time, Purchaser agrees to continue to make such periodic distributions in accordance with the distribution instructions forwarded by Seller to Purchaser. Purchaser hereby assumes the obligation to pay each minimum distribution required by federal law by December 31 of the calendar year in which the Effective Time occurs and, in consideration thereof, Seller agrees not to withhold the amount of such distributions from the aggregate amount of the Deposit Liabilities.