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 Conversion Date, Sellers shall (i) 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, (ii) 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 the 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 on the Conversion Date, and (iii) 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, (y) 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 (z) such XXX or Xxxxx Plan includes assets which are not Deposit Liabilities and are not being transferred to Purchaser, 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 IRS regulations, all deposit liabilities of Sellers held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX liabilities or as a successor trustee for such IRAs or Xxxxx Plans 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.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Closing Date, Sellers Seller shall (i1) 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 custodiancustodian 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)), (ii2) 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 the 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 Conversion DateDeposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereof, and (iii3) 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, (yA) Sellers are 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 (zB) such XXX or Xxxxx Plan includes assets which that are not Deposit Liabilities and are not being transferred to Purchaser, and 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 IRS regulationsTreasury Regulations, all deposit liabilities of Sellers Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit LiabilitiesLiabilities (such excluded deposit liabilities being herein called the "EXCLUDED XXX/XXXXX PLAN DEPOSITS"). Upon appointment as a successor custodian for such XXX liabilities Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans and their associated liabilitiesPlans, 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.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Closing Date, Sellers Seller shall (i1) 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 custodiancustodian 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 8.18(a)), (ii2) 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 the 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 Conversion DateDeposit Liabilities of such XXX and Xxxxx Plans are being assumed by Purchaser pursuant to the terms hereof, and (iii3) 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, (yA) Sellers are 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 (zB) such XXX or Xxxxx Plan includes assets which that are not Deposit Liabilities and are not being transferred to Purchaser, and 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 IRS regulationsTreasury Regulations, all deposit liabilities of Sellers Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit LiabilitiesLiabilities (such excluded deposit liabilities being herein called the “EXCLUDED XXX/ XXXXX PLAN DEPOSITS”). Upon appointment as a successor custodian for such XXX liabilities Deposit Liabilities or as a successor trustee for such IRAs or Xxxxx Plans and their associated liabilitiesPlans, 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.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion 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, (ii) 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 the 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 Conversion Closing Date, and (iii) 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, (yx) Sellers are 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 (zy) such XXX or Xxxxx Plan includes assets assets, which are not Deposit Liabilities deposit liabilities of Seller and are not being transferred to Purchaser, 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 IRS Internal Revenue Service regulations, all deposit deposits liabilities of Sellers Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for Liabilities (such XXX excluded deposits liabilities or as a successor trustee for such IRAs or being herein called the "Excluded XXX/Xxxxx Plans 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 regulationsDeposits").

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion Date 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, (ii) 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 the 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 Conversion DateEffective Time, and (iii) 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. 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 plan or applicable law, (yi) Sellers are 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 (zii) such XXX or Xxxxx Plan plan includes assets assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, 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 IRS regulations, all deposit liabilities Deposits Liabilities of Sellers Seller held under such XXX or Xxxxx Plan plan shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for Liabilities and, to the extent Seller has paid Purchaser the amount of such XXX liabilities or as a successor trustee for account balance(s), such IRAs or Xxxxx Plans and their associated liabilitiesfunds will be returned to Seller by Purchaser, Purchaser shall perform less 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 regulationsPurchase Price allocated to such accounts.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion Date Effective Time as the trustee or custodian, as applicable, Trustee/Custodian of each XXX Deposit and as the Trustee/Custodian of each Xxxxx Plan Deposit of which it is the trustee or custodianTrustee/Custodian, if any, (ii) 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 the 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 on the Conversion Date, and (iii) 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. In the 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 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 applicable law. Purchaser shall be solely responsible consent necessary for delivering its Buyer to become successor Trustee/Custodian of an XXX or Xxxxx Plan documents is not obtained, Seller will retain that Plan and the Deposit associated with that Plan. Buyer agrees to act as successor Trustee/Custodian of the applicable XXX grantor or Xxxxx Plan named fiduciary, including but not limited to, a beneficiary designation form Plans as to be completed which it is appointed by Seller as described above and to assume all duties of Seller under 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 agreements relating to Purchaser such information as may exist in Sellers’ files regarding any beneficiary designation it may have regarding such decedentthose Plans. If, pursuant With respect to the terms of the documentation governing any such each XXX or Xxxxx Plan or applicable lawDeposit transferred to Buyer, (y) Sellers are not permitted on the Closing Date Seller shall provide to appoint Purchaser Buyer a listing of the balances of those Deposits as successor trustee or custodianof December 31, or the XXX grantor or Xxxxx Plan named fiduciary objects in writing 2011, and, with respect to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than Purchaser, or (z) such any XXX or Xxxxx Plan includes assets which are not Deposit Liabilities and are not being transferred 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 Purchaser, and Buyer a listing of those Depositors’ required minimum distributions from their accounts during 2012 simultaneous with reporting that information to 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 IRS regulations, all deposit liabilities of Sellers held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for such XXX liabilities or as a successor trustee for such IRAs or Xxxxx Plans 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 regulationsDepositors.

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion 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, (ii) 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 the 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 Conversion Closing Date, and (iii) 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, (yX) Sellers are 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 (zY) such XXX or Xxxxx Plan includes assets assets, which are not Deposit Liabilities deposit liabilities of Seller and are not being transferred to Purchaser, 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 IRS Internal Revenue Service regulations, all deposit deposits liabilities of Sellers Seller held under such XXX or Xxxxx Plan shall be excluded from the Deposit Liabilities. Upon appointment as a successor custodian for Liabilities (such XXX excluded deposits liabilities or as a successor trustee for such IRAs or being herein called the "Excluded XXX/Xxxxx Plans 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 regulationsDeposits").

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion 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, (ii) 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 the 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 Conversion Closing Date, and (iii) 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, (yi) Sellers are 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 (zii) such XXX or Xxxxx Plan includes assets assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, 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 IRS regulations, all deposit liabilities Deposits Liabilities of Sellers 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 Deposit Liabilities. Upon appointment as a successor custodian for such XXX liabilities or as a successor trustee for such IRAs or Xxxxx Plans 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").

Actions With Respect to XXX and Xxxxx Plan Deposit Liabilities. (a) On or before the Conversion Date, Sellers Seller shall (i) resign as of the close of business on the Conversion 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, (ii) 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 the 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 Conversion Closing Date, and (iii) 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, (y) Sellers are 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 (z) such XXX or Xxxxx Plan includes assets assets, which are not Deposit Liabilities of Seller and are not being transferred to Purchaser, 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 IRS regulations, all deposit liabilities Deposits Liabilities of Sellers 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 Deposit Liabilities. Upon appointment as a successor custodian for such XXX liabilities or as a successor trustee for such IRAs or Xxxxx Plans 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”).