Common use of Removal or Resignation of the Trustee and Designation of Successor Trustee Clause in Contracts

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time the Employer may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the Employer. 12.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer shall designate a successor trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “Trustee” wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 11.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 11.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the EmployerCompany. 12.3 11.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 10.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.210.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 11.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee qualified to act hereunder. In the event that the Employer Company fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the EmployerCompany, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “Trustee” wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 11.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 11.2 The Trustee may resign at any ally time upon at least sixty (60) days advance written notice to the EmployerCompany. 12.3 11.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 10.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.210.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 11.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee qualified to act hereunder. In the event that the Employer Company fails to designate a successor trustee as of the effective date of the Trustee’s 's resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s 's expenses in such court proceeding, including attorneys’ ' fees, shall, if not paid by the EmployerCompany, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 13.1 At any time the Employer may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice in writing to the Trustee. 12.2 13.2 The Trustee may resign at any time upon at least sixty ninety (6090) days advance written notice in writing to the Employer. 12.3 13.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer a written account as provided in Section 11.2 12.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.212.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to 13.4 Unless otherwise mutually agreed upon in writing by the effective date Employer and the Trustee, within sixty (60) days after any such notice of the removal or resignation of the Trustee, the Employer shall designate a successor trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of within sixty (60) days after the Trustee’s 's resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All such successor and for the determination of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses any question of the Trustconstruction or instruction. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust FundFunds.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written 60 days' notice in writing to the Trustee. A copy of such notice shall be sent to the Trustee. 12.2 The Trustee may resign at any time upon at least sixty (60) days advance written 60 days' notice in writing to the EmployerCompany. 12.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date Within 60 days after any such notice of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee Trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trusteeTrustee, during such each period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time the Employer may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the Employer. 12.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer shall designate a successor trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s 's resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s 's expenses in such court proceeding, including attorneys’ ' fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 10.1. At any time prior to a Change in Control, the Employer Company may remove the Trustee with or without cause, upon on at least sixty (60) days advance written 60 days’ notice in writing to the Trustee. On and after a Change in Control, the Trustee may not be removed, except by order of a court having competent jurisdiction. 12.2 10.2. The Trustee may resign at any time upon at least sixty (60) days advance written 60 days’ notice in writing to the EmployerCompany and, on and after a Change in Control, the Members. 12.3 In 10.3. If the event of such removal Trustee is removed or resignationresigns, the Trustee shall will duly file with the Employer Company a written account as provided in Section 11.2 of this Trust Agreement 9.2 for the period since the last previous annual accounting, listing the investments of the Trust Fund and any uninvested cash balance thereofof it, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such that account are not filed as provided in Section 11.29.2, the Trustee shall to the maximum extent permitted by applicable law be is forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such that account. 12.4 Prior to the effective date 10.4. Within 60 days after any notice of the removal or resignation of the Trustee, the Employer shall Company will designate a successor trustee qualified to act hereunderunder this Trust Agreement. In However, if a Trustee resigns on or after a Change in Control, then the event successor Trustee qualified to act under this Trust Agreement may be only any bank, trust company or other financial institution that the Employer fails may serve as Trustee under applicable law acceptable to designate a successor trustee as at least 50% of the effective date members of the Trustee’s resignation or removalBoard immediately prior to the Change in Control then living and readily available and willing to make that decision. If no designation has been made, the Trustee shall have the right to may apply to a court of competent jurisdiction for the appointment of a successorsuccessor or for instructions. All expenses of the Trustee’s expenses Trustee in such court proceeding, including attorneys’ fees, shall, if not paid by connection with the Employer, proceeding will be allowed as administrative expenses of the Trust. Each such successor trusteeTrustee, during such the period as it shall act acts as such, shall have has the powers and duties herein conferred upon the in this Agreement on an individual Trustee, and the word “Trustee” wherever used hereinin this Agreement, except where the context otherwise requires, shall be is deemed to include any successor trusteeTrustee. Upon On designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such the designation, such the resigned or removed Trustee shall promptly will assign, transfer, deliver delivery and pay over to such that successor Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting consisting the Trust Fund. The transfer will be completed within 30 days after receipt of notice of resignation, removal or transfer.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 11.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 11.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the EmployerCompany. 12.3 11.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 10.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.210.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 11.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee qualified to act hereunder. In the event that the Employer Company fails to designate a successor trustee as of the effective date of the Trustee’s 's resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s 's expenses in such court proceeding, including attorneys’ ' fees, shall, if not paid by the EmployerCompany, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time 8.1 The Trustee may not be removed except by order of a court of competent jurisdiction for good cause shown. In the Employer may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to event that neither Mr. Edward Weitzen and Mr. Eugene Jonas are the Trustee, the Trustex xxx xx xxxxxxx xnly bx xxx xxxxxxxx xf the surviving Participants. 12.2 8.2 The Trustee may resign at any time upon at least sixty (60) 60 days advance written notice in writing to the EmployerCompany. 12.3 In the event 8.3 Within 60 days after any such notice of such removal or resignation, the Trustee shall duly file with the Employer a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Trustee shall designate a successor trustee qualified to act hereunder. In the event that the Employer fails to designate Trustee, which must be a successor trustee as bank or trust company with equity capital in excess of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust$1,000,000. Each such successor trusteeTrustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund. If any successor Trustee shall decline to serve as successor Trustee or, having commenced to serve, shall resign, be removed or be unable to serve as successor Trustee for any reason, the successor Trustee shall appoint a new successor Trustee. If the successor Trustee shall fail to appoint a new successor Trustee within 120 days after the vacancy giving rise to the power of appointment has occurred, the successor Trustee shall notify the Participants of such failure to appoint a new successor Trustee and the Participants shall, by at least a majority vote of all Participants, elect a successor Trustee. If the Participants shall fail to appoint a Successor Trustee within 90 days following the expiration of the 120 day period referred to in the previous sentence, the Trust shall be terminated and an amount necessary (i) to pay for all medical services performed for Participants (and Dependents) prior to the termination of the Trust shall be paid to such service providers and (ii) to reimburse each Participant for medical expenses incurred prior to the termination of the Trust by such Participant (and Dependents) shall be paid to each such Participant, by the last Trustee or successor Trustee in being ("Acting Trustee"); provided that such payments and reimbursements qualify as Benefits. Any trust property remaining after all such payments have been made shall be returned to the Company.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 11.1. At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written 60 days’ notice in writing to the Trustee. A copy of such notice shall be sent to the Trustee. 12.2 11.2. The Trustee may resign at any time upon at least sixty (60) days advance written 60 days’ notice in writing to the EmployerCompany. 12.3 11.3. In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 10.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date 11.4. Within 60 days after any such notice of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee Trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trusteeTrustee, during such each period as it shall act as such, shall have the powers powers, duties and duties restrictions (including without limitation, the restrictions regarding amendment of certain sections of this Trust Agreement as described in Section 14.1 hereof) herein conferred upon the Trustee, and the word “Trustee” wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time the Employer may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the Employer. 12.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer shall designate a successor trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s 's resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 At any time the Employer Plan Administrator may remove the Trustee with or without cause, upon at least sixty (60) days advance written notice to the Trustee. 12.2 The Trustee may resign at any time upon at least sixty (60) days advance written notice to the each Employer. 12.3 In the event of such removal or resignation, the Trustee shall duly file with the Plan Administrator and each Employer a written account as provided in Section 11.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Plan Administrator shall designate a successor trustee qualified to act hereunder. In the event that the Employer Plan Administrator fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the EmployerEmployers, be allowed as administrative expenses of the Trust. Each such successor trustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “Trustee” wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trustee. Upon designation of a successor trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 11.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written 60 days, notice in writing to the Trustee. A copy of such notice shall be sent to the Trustee. 12.2 11.2 The Trustee may resign at any time upon at least sixty (60) days advance written 60 days, notice in writing to the EmployerCompany. 12.3 11.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 10.2 of this Trust Agreement for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date 11.4 Within 60 days after any such notice of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee Trustee qualified to act hereunder. In the event that the Employer fails to designate a successor trustee as of the effective date of the Trustee’s resignation or removal, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trust. Each such successor trusteeTrustee, during such each period as it shall act as such, shall have the powers powers, duties and duties restrictions (including without limitation, the restrictions regarding amendment of certain sections of this Trust Agreement as described in Section 14.1 hereof) herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 10.1 At any time prior to the Employer occurrence, if any, of a Change in Control, as defined below, the Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written 60 days' notice in writing to the Trustee. At any time after the occurrence of a Change in Control, the Trustee may not be removed except by order of a court having competent jurisdiction. 12.2 10.2 The Trustee may resign at any time upon at least sixty (60) days advance written 60 days' notice in writing to the EmployerCompany. 12.3 10.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 of this Trust Agreement 9.2 above for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in transactions 10.4 Within 60 days after any previous account, and if written objections to such account are not filed as provided in Section 11.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety notice of its acts and transactions shown in such account. 12.4 Prior to the effective date of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee Trustee qualified to act hereunder. In ; provided, however, if the event Trustee resigns at any time on or after the occurrence of a Change in Control, then the successor Trustee qualified to act hereunder shall be any bank, trust company or other financial institution that the Employer fails may serve as Trustee under applicable law that is acceptable to designate a successor trustee as at least fifty percent (50%) of the effective date members of the Trustee’s resignation or removal, Company's board of directors immediately before the Trustee shall have the right Change in Control then living and readily available and willing to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in make such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trustdecision. Each such successor trusteeTrustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the an individual Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver delivery and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund.

Removal or Resignation of the Trustee and Designation of Successor Trustee. 12.1 10.1 At any time the Employer Company may remove the Trustee with or without cause, upon at least sixty (60) days advance written 60 days' notice in writing to the Trustee; provided, however, that after (i) the occurrence of an Acceleration Event or (ii) the occurrence of a Potential Acceleration Event the Company may not remove the Trustee without the consent of a majority of the Members; provided, further, that (ii) above shall cease to apply if such Potential Acceleration Event does not result in the occurrence of an Acceleration Event. 12.2 10.2 The Trustee may resign at any time upon at least sixty (60) days advance written 60 days' notice in writing to the EmployerCompany. 12.3 10.3 In the event of such removal or resignation, the Trustee shall duly file with the Employer Company a written account as provided in Section 11.2 of this Trust Agreement 9.2 above for the period since the last previous annual accounting, listing the investments of the Trust and any uninvested cash balance thereof, and setting forth all receipts, disbursements, distributions and other transactions respecting the Trust not included in any previous account, and if written objections to such account are not filed as provided in Section 11.29.2, the Trustee shall to the maximum extent permitted by applicable law be forever released and discharged from all liability and accountability with respect to the propriety of its acts and transactions shown in such account. 12.4 Prior to the effective date 10.4 Within 60 days after any such notice of the removal or resignation of the Trustee, the Employer Company shall designate a successor trustee Trustee qualified to act hereunder; provided, however, that such successor Trustee is a bank which is a member of the Federal Reserve System and is one of the fifty largest banking corporations in the United States based upon net assets. In the event that the Employer Company fails to designate a successor trustee as of the effective date of Trustee within 60 days after the Trustee’s 's resignation or removal, the Trustee shall have the right select a successor Trustee pursuant to apply to a court of competent jurisdiction for the appointment of a successor. All of the Trustee’s expenses in such court proceeding, including attorneys’ fees, shall, if not paid by the Employer, be allowed as administrative expenses of the Trustthis Section 10.4. Each such successor trusteeTrustee, during such period as it shall act as such, shall have the powers and duties herein conferred upon the Trustee, and the word “"Trustee” " wherever used herein, except where the context otherwise requires, shall be deemed to include any successor trusteeTrustee. Upon designation of a successor trustee Trustee and delivery to the resigned or removed Trustee of written acceptance by the successor trustee Trustee of such designation, such resigned or removed Trustee shall promptly assign, transfer, deliver and pay over to such Trustee, in conformity with the requirements of applicable law, the funds and properties in its control or possession then constituting the Trust Fund. 10.5 Upon the appointment and acceptance by, and transfer of assets to a successor Trustee, Trustee shall have no further responsibilities under this Trust Agreement. The Company hereby agrees to hold the Trustee harmless from and against all taxes, expenses, (including counsel fees) liabilities, claims, damages, actions, suits or other charges incurred by or assessed against it as successor Trustee, as a direct or indirect result of any act or omission of a predecessor trustee.