Common use of Appointment of Successor Clause in Contracts

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a) or (b) hereof, the Company shall appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If Except as provided in Section 11(b), if the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b10(b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(c) hereof and selects is to select a successor Trusteetrustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall CEG may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new successor Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assetsAssets. The former Trustee shall execute any instrument necessary or reasonably requested by CEG or the successor Trustee (in which case former Trustee shall have received a copy of successor Trustee's acceptance) to evidence the transfer of the Trust Assets. (b) If Trustee resigns pursuant to the provisions of Section 10(d) hereof, the appointment of a successor Trustee shall be effective when accepted in writing by the successor Trustee. The successor Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust Assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfertransfer of the Trust Assets. (bc) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust Assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company CEG shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (cd) If In the Trustee resigns pursuant to the provisions event of Section 13(e) hereof and selects a successor Trusteesuch removal or resignation, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted duly file with CEG a written account as provided in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transferSection 7(a) hereof.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall Trustee may appoint any third party, such as including but not limited to a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument instruments necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as party, including but not limited to a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument instruments necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for, and Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns (or is removed removed) in accordance with Section 13 (a10(a) or (b) hereofhereof prior to a Change of Control, the Company shall appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under federal or state law, as a successor to replace the Trustee upon such resignation or removalTrustee. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assetsFund assets upon transfer of same to the new trustee. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of in accordance with Section 13(e10(a) hereof and selects after a successor TrusteeChange of Control, the Trustee may shall appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under federal or state lawlaw as a successor to replace the Trustee. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assetsFund assets upon transfer of same to the new trustee. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of the Trustee and may retain or dispose of existing Trust Fund assets, subject to the provisions of this Trust Agreement. The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of the Trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party party, such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(esection 10(d) hereof and selects a successor Trusteetrustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trusteetrustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets, subject to Section 7 and 8 hereof. The successor trustee shall not be responsible for and Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event or any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereofhereof and Section 10(c) is inapplicable, the Company shall may appoint any third party, such as a bank trust department or other party department, that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trusteetrustee, including ownership rights in the Trust trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(c) hereof and selects a successor Trusteetrustee, the Trustee shall appoint a successor trustee and may appoint any third party party, such as a bank trust department or other party department, that may be granted corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trusteetrustee, including ownership rights in Trust trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing trust assets, subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed prior to a Change in accordance with Section 13 (a) or (b) hereofControl, as defined in the Agreement, Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to or is removed following a Change in Control, as defined in the provisions of Section 13(e) hereof and selects a successor TrusteeAgreement, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a13(a) or (b) hereof, the Company shall appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a11(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) If Trustee resigns or is removed pursuant to the provisions of Section 11(d) hereof and selects a successor trustee, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor trustee shall be effective when accepted in writing by the new trustee. The new trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 6 and 7 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(e) hereof and selects a successor Trusteehereof, the Trustee may shall appoint as a successor Trustee any third party such as that is a bank trust department or other party that may be granted corporate trustee Trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removalsuccessor. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. Notwithstanding the foregoing, if Trustee’s resignation or removal occurs within three years following a Change in Control, the appointment of a successor will be effective no earlier than the date the Company receives written consent of a majority of Plan participants whether or not employed by the Company, and if a participant is dead, his or her beneficiary(ies) (who collectively shall have one vote among them and shall vote in place of such deceased participant). The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If the Trustee resigns (or is removed removed) in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party department, that may be granted corporate trustee powers under federal or state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trusteetrustee, including ownership rights in the Trust assetsassets upon transfer of same to the new trustee. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) Any successor trustee appointed by a court pursuant to the second sentence of Section 10(d) hereof shall be any third party, such as a bank trust department, that may be granted corporate trustee powers under federal or state law. The appointment of a successor trustee shall be effective when accepted in writing by the new trustee. The new trustee shall have all the rights and powers of the former trustee, including ownership rights in Trust assets upon transfer of same to the new trustee. The former trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer. (c) The successor Trustee trustee need not examine the records and acts of any prior Trustee trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for for, and the Company shall indemnify and defend the successor Trustee from trustee from, any claim or liability resulting from any action or inaction of any prior Trustee trustee or from any other past event, or any condition existing at the time it becomes successor Trusteetrustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If Except as provided in Section 11(b), if the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b10(b) hereof, the Company shall Bank may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Fixed Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company Bank or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(c) hereof and selects is to select a successor Trusteetrustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trustee, including ownership rights in Fixed Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Fixed Trust assets, subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for and the Bank shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If Except as provided in Section 11(b), if the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b10(b) hereof, the Company shall Bank may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Variable Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company Bank or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(c) hereof and selects is to select a successor Trusteetrustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trustee, including ownership rights in Variable Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Variable Trust assets, subject to Sections 7 and 8 hereof. The successor trustee shall not be responsible for and the Bank shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law, as a successor to replace the Trustee upon such the Trustee’s resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights rights, powers and powers duties of the former Trusteetrustee, including ownership rights in the Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer, and the former trustee shall transfer and deliver the Trust assets to the successor trustee. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trusteetrustee, the Trustee may appoint any third party party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers Powers of the former Trusteetrustee, including ownership rights in Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 11 (a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) If Trustee resigns or is removed pursuant to the provisions of Section 11(d) hereof and selects a successor trustee, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor trustee shall be effective when accepted in writing by the new trustee. The new trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 6 and 7 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If Subject to the provisions of paragraph (b) of this Section 12, if the Trustee resigns or is removed in accordance with Section 13 paragraph (a) or (b) of Section 11 hereof, the Company shall appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of paragraph (d) of Section 13(e) hereof and selects a successor Trustee11 hereof, the Trustee may shall appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a , as successor Trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee trustee to evidence the transfer. (c) The successor trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 8 and 9 hereof. The successor trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 10 (a) or (b) hereof, the Company shall Trustee may appoint any third party, such as a A bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument instruments necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument instruments necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for, and Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall shall, be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(b) hereof after a Change in Control (as this term is defined in the Plan) and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 10 (a) or (bd) hereof, the Company shall may appoint any third partyparty trustee, such as a bank trust department or other party that may be has been granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights rights, powers and powers responsibilities of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) If Trustee resigns pursuant to the provisions of Section 10 (d) hereof and selects a successor Trustee, Trustee may appoint any third party trustee such- as a bank trust department or other party that has been granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights, powers and responsibilities of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Section 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If Within 60 days after the Trustee resigns date of a notice of resignation or is removed removal of Trustee, in accordance with Section 13 (a10(a) or (b) hereof, the Company shall appoint designate any third party, such as a bank trust department or other party that may be granted corporate trustee trust powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or of the successor Trustee to evidence the transfer. The word "Trustee" wherever used herein, except where the context otherwise requires, shall be deemed to include any successor Trustee. (b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Any corporation into which Trustee may appoint any third party such as a bank trust department be merged or other party that with which it may be granted corporate trustee powers under state law. The appointment consolidated, or any corporation resulting from any merger, reorganization, or consolidation to which Trustee may be a party, or any corporation to which all or substantially all the trust business of a successor Trustee may be transferred shall be effective when accepted in writing by the new Trustee. The new successor of Trustee shall have all hereunder without the rights and powers execution or filing of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transferperformance of any act.

Appointment of Successor. (a) If Subject to Section 12(f)(4), if the Trustee resigns or is removed prior to a Change of Control in accordance with Section 13 (a) or (b) hereof9(a), the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee, provided that the Trustee upon such and any successor thereto appointed hereunder shall be a commercial bank or trust company which is not an affiliate of the Company, but which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of One Hundred Million Dollars ($100,000,000), provided that Executives who represent, as of the last day of the month preceding the date notice of resignation or removalremoval is given, at least sixty-five percent (65%) of the aggregate value of benefits payable under the Plans as of such date agree to the designated successor trustee within forty-five (45) days following the notice of the Trustee’s departure. If such Executive agreement is not achieved, the Trustee shall be entitled to petition a court of competent jurisdiction to appoint its successor. All reasonable expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. Upon such resignation by, or removal of, the Trustee prior to a Change of Control, and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The former transfer shall be completed within thirty (30) days after the effective date of the resignation or removal or transfer, unless the Company extends such time limit. The Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to effect or evidence the transfer. (b) . The successor Trustee need not examine the records and any acts of any prior Trustee and may retain or dispose of any existing Trust assets, subject to Sections 6 and 7 hereof. The successor Trustee shall not be responsible for for, and the Company shall indemnify and defend the successor Trustee from from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (cb) If the Trustee resigns pursuant or is removed following a Change of Control in accordance with Section 9(b), the Company may appoint a successor to replace the Trustee, provided that the Trustee and any successor thereto appointed hereunder shall be a commercial bank or trust company which is not an affiliate of the Company, but which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of One Hundred Million Dollars ($100,000,000), provided that Executives who represent, as of the last day of the month preceding the date notice of resignation or removal is given, at least sixty-five percent (65%) of the aggregate value of benefits payable under the Plans as of such date agree to the provisions designated successor trustee within forty-five (45) days following the notice of Section 13(e) hereof and selects a successor the Trustee’s departure. If such Executive agreement is not achieved, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trusteeentitled to petition a court of competent jurisdiction to appoint its successor. The new Trustee shall have all the rights and powers All reasonable expenses of the former Trustee, including ownership rights Trustee in Trust assets. The former Trustee connection with the proceeding shall execute any instrument necessary or reasonably requested by be allowed as administrative expenses of the successor Trustee to evidence the transferTrust.

Appointment of Successor. (a) 11.1 If the Trustee resigns or is removed in accordance with Section 13 (a) 10.1 or (b) 10.2 hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) 11.2 If the Trustee resigns or is removed pursuant to the provisions of Section 13(e) 10.4 hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. 11.3 The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Articles 7 and 8 hereof. The successor Trustee shall not be responsible for, and the Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns (or is removed removed) in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or any other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) 11.1 If the Trustee resigns or is removed in accordance with Section 13 (a) Sections 10.1 or (b) hereof10.2 above, the Company shall may appoint any third party, such as party which is a bank trust department or other party entity that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) 11.2 If the Trustee resigns pursuant to the provisions of Section 13(e) hereof 10.4 above and selects a successor Trustee, the Trustee may appoint any third party such as which is a bank trust department or other party entity that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. 11.3 The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 above. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law, as a successor to replace the Trustee upon such the Trustee's resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights rights, powers and powers duties of the former Trusteetrustee, including ownership rights in the Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for , and the Company former trustee shall indemnify transfer and defend deliver the Trust assets to the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) trustee. If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trusteetrustee, the Trustee may appoint any third party party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers Powers of the former Trusteetrustee, including ownership rights in Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction or any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall ATC, or its successor may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor Trustee to replace the Trustee upon such resignation or removal. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company ATC or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) Upon the appointment of any successor Trustee pursuant to this Section 11 and acceptance of the appointment by such successor Trustee, the Trustee shall have no responsibility to the Trust for the acts of such successor Trustee. In addition, the Trustee shall have no responsibility for assets of the Trust or for acts taken with respect to assets of the Trust following their transfer to such successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law, as a successor to replace the Trustee upon such the Trustee's resignation or removal. The appointment shall be effective when accepted in writing by the new Trusteetrustee, who shall have all of the rights rights, powers and powers duties of the former Trusteetrustee, including ownership rights in the Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee trustee to evidence the transfer, and the former trustee shall transfer and deliver the Trust assets to the successor trustee. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trusteetrustee, the Trustee may appoint any third party party, such as a bank trust department or other party that may be granted having or exercising corporate trustee powers under state law. The appointment of a successor Trustee trustee shall be effective when accepted in writing by the new Trusteetrustee. The new Trustee trustee shall have all the rights and powers of the former Trusteetrustee, including ownership rights in Trust assets. The former Trustee trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e10(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 10, and such resignation is to be effective on or after a Change in Control or during a Potential Change in Control, the Company will use best efforts to appoint a Successor Trustee that satisfies the requirements of Section 11(c). If, following the resignation of the Trustee that is to be effective on or after a Change in Control or during a Potential Change in Control, the Company is unable to appoint a Trustee that satisfies the requirements of Section 11 (a) or (b) hereofc), the Company shall appoint a bank or trust company that does not satisfy the requirements of Section 11(c) and/or (2) shall appoint itself, an affiliate of the Company, or a committee comprised of one or more officers of the Company and/or affiliates of the Company as Trustee; provided that after the appointment of a Trustee that does not satisfy the requirements of Section 11 (c), the Company shall continue to use its best efforts to appoint a bank that satisfies the requirements of Section 11(c). (b) If Trustee resigns or is removed, and such resignation or removal is to be effective before a Change in Control, and will not become effective during a Potential Change in Control, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. . (c) Any Successor Trustee appointed on or after a Change in Control and during a Potential Change in Control shall be either a bank or a trust company that is qualified and authorized to do trust business under state law and shall, at the time of such appointment, have total assets of at least $10,000,000 and a credit rating from Xxxxx’x of A or better. (d) The appointment of a Successor Trustee shall be effective when accepted in writing by the new Trustee, who . Each Successor Trustee shall have all of the rights powers and powers of duties conferred upon the former Trustee in this Agreement, and the term “Trustee, including ownership rights ” as used in the Trust assetsthis Agreement shall be deemed to include any Successor Trustee. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Successor Trustee to evidence the transfer. (be) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns pursuant to the provisions of Section 13(e) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

Appointment of Successor. (a) 11.1 If the Trustee resigns or is removed in accordance with Section 13 (a) Sections 10.1 or (b) hereof10.2, the Company shall may appoint any third party, such as a trust company, a bank trust Trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) 11.2 If the Trustee resigns or is removed pursuant to the provisions of Section 13(e) hereof 10.4 and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. 11.3 The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8. The successor Trustee shall not be responsible for, and Company shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 (a10(a) or (b) hereof, the Company shall may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) The successor Trustee need not examine the records and acts of any prior Trustee and shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(c) hereof and selects a successor Trustee, the Trustee may appoint any third party party, such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Appointment of Successor. (a) If the Trustee resigns or is removed in accordance with Section 13 10(a), (ab) or (bc) hereof, the Company shall may, subject to Section 10(d), appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state or federal law, as a successor to replace the Trustee upon such resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer. (b) A former Trustee shall prepare and deliver to the Company and to the successor Trustee a final accounting unless the Company waives the Company’s right to such accounting, and such accounting shall be effective through the date of the former Trustee’s transfer of all assets to its successor. The successor Trustee need not examine the records and acts of any prior Trustee unless requested to do so by the Company and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. (c) If the Trustee resigns or is removed pursuant to the provisions of Section 13(e10(a), (b), (c) or (d) hereof and selects a successor Trustee, the Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state or federal law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.