Common use of TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT Clause in Contracts

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT. (a) The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they mature, or (ii) the Company is subject to a pending proceeding as a debtor under the Bankruptcy Code. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company, but only to the extent hereinafter set forth. If at any time the Trustee has actual knowledge, or has determined, that the Company is Insolvent, the Trustee shall deliver any undistributed principal and income in the Trust to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and the Chief Executive Officer, or if he shall have delegated the responsibility to the Chief Financial Officer, the Chief Financial Officer of the Company shall have the duty to inform the Trustee of the Company’s Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, shall discontinue payments of benefits to Trust Beneficiaries, shall hold the Trust assets for the benefit of the Company’s general creditors, and shall resume payments of benefits to Trust Beneficiaries in accordance with Section 4 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determined the Company to be Insolvent). Unless the Trustee has actual knowledge of the Company’s Insolvency or has received an allegation of Insolvency as provided in the preceding sentence, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue his or her rights as a general creditor of the Company with respect to his or her benefits hereunder or otherwise. (c) If the Trustee discontinues payments of benefits from the Trust and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiaries in accordance with Schedule B during the period of such discontinuance, less the aggregate amount of payments made to Trust Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance (together with interest on the amount delayed at the prime rate then in effect at the Trustee on the date of said payment).

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT. (a) The Company shall be considered “"Insolvent” " for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they mature, or (ii) the Company is subject to a pending proceeding as a debtor under the U.S. Bankruptcy Code. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company, but only to the extent hereinafter set forth. If at any time the Trustee has actual knowledge, or has determined, that the Company is Insolvent, the Trustee shall deliver any undistributed principal and income in the Trust to satisfy such claims as a court of competent jurisdiction may direct. The Board of Directors and the Chief Executive Officer, or if he shall have delegated the responsibility to the Chief Financial Officer, the Chief Financial Officer of the Company shall have the duty to inform the Trustee of the Company’s 's Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, shall discontinue payments of benefits to Trust Beneficiaries, shall hold the Trust assets for the benefit of the Company’s 's general creditors, and shall resume payments of benefits to Trust Beneficiaries in accordance with Section 4 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determined the Company to be Insolvent). Unless the Trustee has actual knowledge of the Company’s 's Insolvency or has received an allegation of Insolvency as provided in the preceding sentence, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s 's solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s 's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue his or her rights as a general creditor of the Company with respect to his or her benefits hereunder or otherwise. (c) If Provided there are sufficient assets, if the Trustee discontinues payments of benefits from the Trust and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiaries in accordance with Schedule B during the period of such discontinuance, less the aggregate amount of payments made to Trust Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance (together with interest on the amount delayed at the prime rate then in effect at the Trustee on the date of said payment).

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT. (a) The Company shall be considered “Insolvent” and an “Insolvency” shall be deemed to exist for purposes of this Trust Agreement if under any of the following circumstances: (i) the The Company is unable to pay its debts as they mature, or . (ii) A receiver or trustee is appointed to take possession of all or substantially all of the assets of the Company. (iii) There is a general assignment by the Company for the benefit of creditors. (iv) An action or proceeding is subject to a pending commenced by or against the Company under any insolvency or bankruptcy act, or any other statute or regulation having as its purpose the protection of creditors, and the action or proceeding as a debtor under is not discharged within 60 days after the Bankruptcy Codedate of commencement. (b) At all times during the continuance of Notwithstanding any provision in this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company, but only Agreement to the extent hereinafter set forth. If contrary, if at any time while the Trustee has actual knowledge, or has determined, that Trust is still in existence the Company is becomes Insolvent, the Trustee shall deliver any undistributed principal and income in upon written notice thereof suspend the payment of all amounts from the Trust Fund and shall thereafter (i) not permit any further elective salary deferrals by the Executives and (ii) discontinue all contributions by the Company to satisfy such claims as a court the Trust on behalf of competent jurisdiction may directthe Executives. The Board of Directors and the Chief Executive Officer, or if he shall have delegated the responsibility to the Chief Financial Officer, the Chief Financial Officer of the Company shall have the duty to inform the Trustee of the Company’s Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, shall discontinue payments of benefits to Trust Beneficiaries, shall hold the Trust assets Fund in suspense for the benefit of the Company’s general creditorscreditors until it receives a court order directing the disposition of the Trust Fund; provided, however, that the Trustee may deduct or continue to deduct its fees and shall resume payments expenses, including fees of benefits any consultants, actuaries, accountants, legal counsel or recordkeepers retained by the Company or Trustee to Trust Beneficiaries in accordance with Section 4 provide services to the Trust. (c) By its approval and execution of this Trust Agreement only after Agreement, the Company represents and agrees that its Board of Directors and Chief Executive Officer, as from time to time acting, shall have the fiduciary duty and responsibility on behalf of the Company’s creditors to give to the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determined the Company to be Insolvent). Unless the Trustee has actual knowledge prompt written notice of the Company’s Insolvency and the Trustee shall be entitled to rely thereon to the exclusion of all directions or has received an allegation of Insolvency as provided in the preceding sentenceclaims to pay vested accrued benefits thereafter made. Absent such notice, the Trustee shall have no duty to inquire responsibility for determining whether or not the Company is has become Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue his or her rights as a general creditor of the Company with respect to his or her benefits hereunder or otherwise. (cd) If after being Insolvent, the Company later becomes solvent without the entry of a court order concerning the disposition of the Trust Fund, or if any bankruptcy or insolvency proceedings referred to in Article XI(a) are dismissed, the Company shall by written notice so inform the Trustee and the Trustee shall thereupon resume all its duties and responsibilities under this Agreement without regard to this Article XI until and unless the Company again becomes Insolvent as such term is defined herein. (e) If the Trustee discontinues payments of benefits from the Trust pursuant to this Article XI and subsequently resumes such payments, or removes the first payment following such discontinuance shall include suspended status of the aggregate amount Trust, interest will be added to the Accounts of all payments Executives, including those Accounts from which a payment was held in suspense, for the period of discontinuance at not less than the average rate on 90-Day Treasury Bills auctioned during the period of discontinuance, to be determined and calculated by the Company. The Company will not make any other contributions to the Trust that otherwise would have been made to Trust Beneficiaries in accordance with Schedule B during the period of such discontinuance, less the aggregate amount of payments made to Trust Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance (together with interest on the amount delayed at the prime rate then in effect at the Trustee on the date of said payment).

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT. (a) The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they mature, or (ii) the Company is subject to a pending proceeding as a debtor under the Bankruptcy Code. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company, but only to the extent hereinafter hereafter set forth. If at any time the Trustee has actual knowledge, or has determined, that the Company is Insolvent, the Trustee shall deliver any undistributed principal and income in the Trust to satisfy such claims as a court of competent jurisdiction Jurisdiction may direct. The Board of Directors and the Chief Executive Officer, or if he shall have delegated the responsibility to the Chief Financial Officer, the Chief Financial Officer of the Company shall have the duty to inform the Trustee of the Company’s Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, shall discontinue payments of benefits to Trust Beneficiaries, Beneficiaries shall hold the Trust assets for the benefit of the Company’s general creditors, and shall resume payments payment of benefits to Trust Beneficiaries in accordance with Section 4 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determined the Company to be Insolvent). Unless the Trustee has actual knowledge of the Company’s Insolvency or has received an allegation of Insolvency as provided in the preceding sentence, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s solvency. Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue his or her rights as a general creditor of the Company with respect to his or her benefits hereunder or otherwise. (c) If the Trustee discontinues payments of benefits from the Trust and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiaries in accordance with Schedule B during the period of such discontinuance, less the aggregate amount of payments made to Trust Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance (together with interest on the amount delayed at the prime rate then in effect at the Trustee on the date of said payment).

TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARIES WHEN COMPANY INSOLVENT. (a) The Company shall be considered “"Insolvent” " for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they mature, or (ii) the Company is subject to a pending proceeding as a debtor under the Bankruptcy Code. (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company, but only to the extent hereinafter hereafter set forth. If at any time the Trustee has actual knowledge, or has determined, that the Company is Insolvent, the Trustee shall deliver any undistributed principal and income in the Trust to satisfy such claims as a court of competent jurisdiction Jurisdiction may direct. The Board of Directors and the Chief Executive Officer, or if he shall have delegated the responsibility to the Chief Financial Officer, the Chief Financial Officer of the Company shall have the duty to inform the Trustee of the Company’s 's Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, shall discontinue payments of benefits to Trust Beneficiaries, . shall hold the Trust assets for the benefit of the Company’s 's general creditors, and shall resume payments payment of benefits to Trust Beneficiaries in accordance with Section 4 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determined the Company to be Insolvent). Unless the Trustee has actual knowledge of the Company’s 's Insolvency or has received an allegation of Insolvency as provided in the preceding sentence, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s 's solvency as may be furnished to the Trustee which will give the Trustee a reasonable basis for making a determination concerning the Company’s 's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of any Trust Beneficiary to pursue his or her rights as a general creditor of the Company with respect to his or her benefits hereunder or otherwise. (c) If the Trustee discontinues payments of benefits from the Trust and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to Trust Beneficiaries in accordance with Schedule B during the period of such discontinuance, less the aggregate amount of payments made to Trust Beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance (together with interest on the amount delayed at the prime rate then in effect at the Trustee on the date of said payment).