Common use of Trustee Responsibility Regarding Payments to a Trust Beneficiary When the Company or any Subsidiary Is Insolvent Clause in Contracts

Trustee Responsibility Regarding Payments to a Trust Beneficiary When the Company or any Subsidiary Is Insolvent. (a) The Company or a Subsidiary of the Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company or the Subsidiary, whichever is applicable, is unable or otherwise fails to pay its debts, other than debts owed to the Company or to entities 50% or more owned or controlled, directly or indirectly, by the Company, as they mature in accordance with the terms of the relevant debt instruments or (ii) the Company or the Subsidiary is subject to a pending proceeding as a debtor under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time, or any successor statute or under Title 15 of the United States Code (15 U.S.C. § 78aaa et seq.), as amended from time to time, or any successor statute. If the Company is Insolvent, the Trustee promptly shall discontinue distributing Benefits under Section 2 and dividends, dividend equivalents or other income earned on the shares of Stock or other assets held in Trust, and if a Subsidiary is Insolvent, the Trustee promptly shall discontinue distributing Benefits under Section 2 and dividends, dividend equivalents or other income earned on the shares of Stock or other assets held in the Trust that constitute such Subsidiary’s Allocable Assets to any Trust Beneficiaries who are employees (including former employees) of such Subsidiary. Thereafter, subject to paragraph (b) below, the Trustee shall hold all of the assets and income of this Trust (or, in the case of a Subsidiary that is Insolvent, shall hold all of such Subsidiary’s Allocable Assets and any dividends or other income earned thereon) for the benefit of the general creditors of the Company or such Subsidiary, as the case may be, or both, and shall make such assets and income available to such general creditors at such times and in such amounts as directed by a court of competent jurisdiction. The Company shall not replace any shares of Stock paid to such general creditors. Notwithstanding the foregoing, if new awards of stock units are made, shares of Stock corresponding to such stock units may be contributed to the Trust.

Trustee Responsibility Regarding Payments to a Trust Beneficiary When the Company or any Subsidiary Is Insolvent. (a) The Company or a Subsidiary of the Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company or the Subsidiary, whichever is applicable, is unable or otherwise fails to pay its debts, other than debts owed to the Company or to entities 50% or more owned or controlled, directly or indirectly, by the Company, as they mature in accordance with the terms of the relevant debt instruments or (ii) the Company or the Subsidiary is subject to a pending proceeding as a debtor under Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time, or any successor statute or under Title 15 of the United States Code (15 U.S.C. § 78aaa et seq.), as amended from time to time, or any successor statute. If the Company is Insolvent, the Trustee promptly shall discontinue distributing Benefits benefits under Section 2 and dividends, dividend equivalents dividends or other income earned on the shares of Stock or other assets held in Trust, and if a Subsidiary is Insolvent, the Trustee promptly shall discontinue distributing Benefits benefits under Section 2 and dividends, dividend equivalents dividends or other income earned on the shares of Stock or other assets held in the Trust that constitute such Subsidiary’s Allocable Assets to any Trust Beneficiaries who are employees (including former employees) of such Subsidiary. Thereafter, subject to paragraph (b) below, the Trustee shall hold all of the assets and income of this Trust (or, in the case of a Subsidiary that is Insolvent, shall hold all of such Subsidiary’s Allocable Assets and any dividends or other income earned thereon) for the benefit of the general creditors of the Company or such Subsidiary, as the case may be, or both, and shall make such assets and income available to such general creditors at such times and in such amounts as directed by a court of competent jurisdiction. The Company shall not replace any shares of Stock paid to such general creditors. Notwithstanding the foregoing, if new awards of stock units are made, shares of Stock corresponding to such stock units may be contributed to the Trust.