Common use of Number of Trustees; Qualifications Clause in Contracts

Number of Trustees; Qualifications. (a) The number of Trustees initially shall be five. At any time (i) before the issuance of the Trust Securities, the Sponsor may, by written instrument, increase or decrease the number of, and appoint, remove and replace the, Trustees, and (ii) after the issuance of the Trust Securities and except as provided in subsection (E) below and Section 5.02(a)(ii)(B) with respect to the Special Regular Trustee, the number of Trustees may be increased or decreased solely by, and Trustees may be appointed, removed or replaced solely by, vote of Holders of Common Securities representing a Majority in aggregate liquidation amount of the Common Securities voting as a class; provided that in any case: (A) the number of Trustees shall be at least five unless the Trustee that acts as the Property Trustee also acts as the Delaware Trustee, in which case the number of Trustees shall be at least four; (B) unless a Special Regular Trustee has been appointed (which appointment shall not impair the right of the Holders of Common Securities to increase or decrease the number of, or to appoint, remove or replace, Trustees (other than the Special Regular Trustee) as provided above), at least a majority of the Trustees shall at all times be officers, directors or employees of Time Warner; (C) if required by the Business Trust Act, one Trustee (the "Delaware Trustee") shall be either a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, except that if the Property Trustee has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, then the Property Trustee shall also be the Delaware Trustee and Section 3.09 shall have no application; (D) there shall at all times be a Property Trustee; and (E) the number of Trustees shall be increased automatically by one if an Appointment Event has occurred and is continuing and the Holders of a Majority in aggregate liquidation amount of the Preferred Securities appoint a Special Regular Trustee in accordance with Section 5.02(a)(ii)(B) and the terms of the Preferred Securities as set forth in Exhibit B hereto. Each Trustee shall be either a natural person at least 21 years of age or a legal entity which shall act through one or more duly appointed representatives. (b) The initial Regular Trustees shall be: Joxx X. XxXxxxx Phxxxx X. Xxxxxxx, Xx. Thxxxx X. XxXxxxxxx c/o Time Warner Inc. 75 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 (c) There shall at all times be one Trustee that shall act as Property Trustee. In order to act as Property Trustee hereunder, such Trustee shall: (i) not be an Affiliate of the Sponsor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.01(c)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee shall cease to satisfy any of the requirements of clauses (i) and (ii) above, the Property Trustee shall immediately resign in the manner and with the effect set out in Section 5.02(d). If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of ss. 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of ss. 310(b) of the Trust Indenture Act. The Guarantee shall be deemed to be specifically described in this Declaration for the purposes of clause (i) of the first proviso contained in ss. 310(b) of the Trust Indenture Act. The initial Trustee that shall serve as the Property Trustee is The First National Bank of Chicago whose address is as set forth in Section 14.01(b).

Number of Trustees; Qualifications. (a) The number of Trustees initially shall be five. At any time (i) before the issuance of the Trust Securities, the Sponsor may, by written instrument, increase or decrease the number of, and appoint, remove and replace the, Trustees, and (ii) after the issuance of the Trust Securities and except as provided in subsection (E) below and Section 5.02(a)(ii)(B) with respect to the Special Regular Trustee, the number of Trustees may be increased or decreased solely by, and Trustees may be appointed, removed or replaced solely by, vote of Holders of Common Securities representing a Majority in aggregate liquidation amount Stated Amount of the Common Securities voting as a class; provided that in any case: (A) the number of Trustees shall be at least five unless the Trustee that acts as the Property Trustee also acts as the Delaware Trustee, in which case the number of Trustees shall be at least four; (B) unless a Special Regular Trustee has been appointed (which appointment shall not impair the right of the Holders of Common Securities to increase or decrease the number of, or to appoint, remove or replace, Trustees (other than the Special Regular Trustee) as provided above), at least a majority of the Trustees shall at all times be officers, directors or employees of Time Warner; (C) if required by the Business Trust Act, one Trustee (the "Delaware Trustee") shall be either a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, except that if the Property Trustee has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, then the Property Trustee shall also be the Delaware Trustee and Section 3.09 shall have no application; (D) there shall at all times be a Property TrusteeTrustee hereunder that shall satisfy the requirements of Section 5.01(c); and (E) the number of Trustees shall be increased automatically by one if an Appointment Event has occurred and is continuing and the Holders of a Majority in aggregate liquidation amount Stated Amount of the Preferred Securities appoint a Special Regular Trustee in accordance with Section 5.02(a)(ii)(B) and the terms of the Preferred Securities as set forth in Exhibit B heretoSecurities. Each Trustee shall be either a natural person at least 21 years of age or a legal entity which shall act through one or more duly appointed representatives. (b) The initial Regular Trustees shall be: Joxx Pexxx X. XxXxxxx Phxxxx Xxxx Rixxxxx X. Xxxxxxx, Xx. Xxxxxxxx Thxxxx X. XxXxxxxxx c/o Time Warner Inc. 75 Xxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 (c) There shall at all times be one Trustee that shall act as Property Trustee. In order to act as Property Trustee hereunder, such Trustee shall: (i) not be an Affiliate of the Sponsor; and (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.01(c)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee shall cease to satisfy any of the requirements of clauses (i) and (ii) above, the Property Trustee shall immediately resign in the manner and with the effect set out in Section 5.02(d). If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of ss. 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of ss. 310(b) of the Trust Indenture Act. The Guarantee shall be deemed to be specifically described in this Declaration for the purposes of clause (i) of the first proviso contained in ss. 310(b) of the Trust Indenture Act. The initial Trustee that shall serve as the Property Trustee is The First National Bank of Chicago whose address is as set forth in Section 14.01(b).

Number of Trustees; Qualifications. (a) The number of Trustees initially shall be fivethree (3). At Subject to Section 5.02(a), at any time and without cause (i) before the issuance of the Trust Securities, the Sponsor may, by written instrument, increase or decrease the number of, and appoint, remove and replace thereplace, the Trustees, and (ii) after the issuance of the Trust Securities and except as provided in subsection (E) below and Section 5.02(a)(ii)(B) with respect to the Special Regular Trustee, the number of Trustees may be increased or decreased solely by, and Trustees may be appointed, removed or replaced solely by, vote of Holders of Common Securities representing a Majority in aggregate liquidation amount of the Outstanding Common Securities voting as a class; provided that in any case: (Ai) the number of Trustees shall be at least five unless the Trustee that acts as the Property Trustee also acts as the Delaware Trustee, in which case the number of Trustees shall be at least four;three (3); 29 34 (B) unless a Special Regular Trustee has been appointed (which appointment shall not impair the right of the Holders of Common Securities to increase or decrease the number of, or to appoint, remove or replace, Trustees (other than the Special Regular Trustee) as provided above), at least a majority of the Trustees shall at all times be officers, directors or employees of Time Warner; (Cii) if required by the Business Trust Act, one Trustee (the "Delaware Trustee") shall be either a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that which has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, except that if the Property Trustee has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, then the Property Trustee shall also be the Delaware Trustee and Section 3.09 3.11 shall have no application; (Diii) there shall at all times be a Property TrusteeTrustee hereunder which shall satisfy the requirements of Section 5.01(c); (iv) each Trustee shall be a United States Person; and (Ev) each Trustee, including any employee, agent, manager, contractor, advisor, consultant and attorney employed or otherwise engaged by, or any other delegee of, any Trustee, shall at all times act as Trustee in its individual capacity on its own behalf and will not at any time, in its capacity as Trustee, be under (or subject to) the number control or direction of Trustees shall be increased automatically by one if an Appointment Event has occurred and is continuing and the Holders of ACS (pursuant to a Majority in aggregate liquidation amount of the Preferred Securities appoint a Special Regular Trustee in accordance with Section 5.02(a)(ii)(B) and the terms of the Preferred Securities as set forth in Exhibit B heretocontractual arrangement or otherwise). Each Trustee shall be either a natural person at least 21 years of age or a legal entity which shall act through one or more duly appointed representatives. (b) The initial Regular Trustees shall be: Joxx Wilxxxx X. XxXxxxx Phxxxx X. XxxxxxxXxxxxxxxx, Xx. Thxxxx X. XxXxxxxxx c/o Time Warner Inc. 75 Xxxxxxxxxxx xxd Warxxx Xxxxxxx 2820 Xxxxx Xxx XxxxXxxxxxx Xxxxxx Dallas, XX 00000Texas 75204 (c) There shall at all times be one Trustee that which shall act as the Property Trustee. In order to act as the Property Trustee hereunder, such Trustee shall: (i) not be an Affiliate of the Sponsor; and; (ii) be a corporation or national banking association organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation corporation, national banking association or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.01(c)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee shall cease to satisfy any of the requirements of clauses (i) and (ii) above, the Property Trustee shall immediately resign in the manner and with the effect set out in Section 5.02(d). If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of ss. 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of ss. 310(b) of the Trust Indenture Act. The Guarantee shall be deemed to be specifically described in this Declaration for the purposes of clause (i) of the first proviso contained in ss. 310(b) of the Trust Indenture Act. The initial Trustee that shall serve as the Property Trustee is The First National Bank of Chicago whose address is as set forth in Section 14.01(b).and

Number of Trustees; Qualifications. (a) The number of Trustees initially shall be fivefive (5). At any time (i) before the issuance of the Trust Securities, the Sponsor may, by written instrument, increase or decrease the number of, and appoint, remove and replace thereplace, the Trustees, and (ii) after the issuance of the Trust Securities and except as provided in subsection (E) below and Section 5.02(a)(ii)(B) with respect to the Special Regular Trustee, the number of Trustees may be increased or decreased solely by, and Trustees may be appointed, removed or replaced solely by, vote of Holders of Common Securities representing a Majority in aggregate liquidation amount of the Common Securities voting as a class; provided that PROVIDED THAT in any case: (A1) the number of Trustees shall be at least five (5) unless the Trustee that acts as the Property Trustee also acts as the Delaware Trustee, in which case the number of Trustees shall be at least fourfour (4); (B2) unless a Special Regular Trustee has been appointed (which appointment shall not impair the right of the Holders of Common Securities to increase or decrease the number of, or to appoint, remove or replace, Trustees (other than the Special Regular Trustee) as provided above), at least a majority of the Trustees shall at all times be officers, directors or employees of Time WarnerPogo; (C3) if required by the Business Trust Act, one Trustee (the "Delaware Trustee") shall be either a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that which has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, except that if the Property Trustee has its principal place of business in the State of Delaware and otherwise is permitted to act as a Delaware Trustee hereunder under the laws of the State of Delaware, then the Property Trustee shall also be the Delaware Trustee and Section 3.09 3.11 shall have no application;; and (D4) there shall at all times be a Property Trustee; and (E) Trustee hereunder which shall satisfy the number requirements of Trustees shall be increased automatically by one if an Appointment Event has occurred and is continuing and the Holders of a Majority in aggregate liquidation amount of the Preferred Securities appoint a Special Regular Trustee in accordance with Section 5.02(a)(ii)(B) and the terms of the Preferred Securities as set forth in Exhibit B hereto5.01(c). Each Trustee shall be either a natural person at least 21 years of age or a legal entity which shall act through one or more duly appointed representatives. (b) The initial Regular Trustees shall be: Joxx X. XxXxxxx Phxxxx X. Xxxxxxx, Xx. Thxxxx X. XxXxxxxxx [-----------------------------] [-----------------------------] [-----------------------------] c/o Time Warner Inc. 75 Xxxxxxxxxxx POGO PRODUCING COMPANY 0 Xxxxxxxx Xxxxx, Xxxxx Xxx Xxxx0000 Xxxxxxx, XX Xxxxx 00000 (c) There shall at all times be one Trustee that which shall act as the Property Trustee. In order to act as the Property Trustee hereunder, such Trustee shall: (i) not be an Affiliate of the Sponsor; and; (ii) be a corporation or national banking association organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation corporation, national banking association or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.01(c)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published; and (iii) if the Trust is excluded from the definition of an Investment Company solely by reason of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having certain qualifications to hold title to the "eligible assets" (as defined in Rule 3a-7) of the Trust, the Property Trustee shall possess those qualifications. If at any time the Property Trustee shall cease to satisfy any of the requirements of clauses (i) and (iii)-(iii) above, the Property Trustee shall immediately resign in the manner and with the effect set out in Section 5.02(d). If the Property Trustee has or shall acquire any "conflicting interest" within the meaning of ss. Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holders of the Common Securities (as if such Holders were the obligor referred to in ss. Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of ss. Section 310(b) of the Trust Indenture Act. The Preferred Securities Guarantee and the Indenture shall be deemed to be specifically described in this Declaration for the purposes of clause (i) of the first proviso contained in ss. Section 310(b) of the Trust Indenture Act. The initial Trustee that which shall serve as the Property Trustee is The First National Bank of Chicago Wilmington Trust Company, whose address is as set forth in Section 14.01(b). (d) The initial Trustee which shall serve as the Delaware Trustee is Wilmington Trust Company, whose address is as set forth in Section 14.01(c). (e) Any action taken by the Holders of Common Securities pursuant to this Article 5 shall be taken at a meeting of the Holders of Common Securities convened for such purpose or by written consent as provided in Section 12.02. (f) No amendment may be made to this Section 5.01 which would change any rights with respect to the number, existence or appointment and removal of Trustees, except with the consent of each Holder of Common Securities.