National City. Promptly after the Effective Time, in accordance with the Bylaws of National City, the Board of Directors of National City shall increase its size to such number as is necessary to create 5 vacancies and shall elect 5 Company directors to fill such vacancies. The identity of the Company directors to be elected to National City's Board of Directors shall be mutually agreed upon by Company and National City prior to the Effective Time.
National City from and after the Effective Time, shall (i) cause the Persons who served as directors or officers of Fidelity and the Fidelity Subsidiaries on or before the Effective Time to be covered by Fidelity's existing directors' and officers' liability insurance policy or an equivalent "tail" directors and officers liability insurance policy for a period of not less than six (6) years from the Effective Time (provided, that National City may maintain policies that provide at least similar coverage and amounts containing terms and conditions which are not materially less favorable than such policy) (the "Insurance Policies"); provided, however, that (i) after the first year of coverage under the Insurance Policies, National City shall not be obligated to make annual premium payments (or the annualized equivalent in premium payments for whatever period may be covered) pursuant to this Section 6.9(c) for the Insurance Policies to the extent such premiums exceed 150% of the annual premiums paid as of the date hereof by Fidelity for its current premiums for such insurance (the "Insurance Expense Cap"), and (ii) National City shall use its reasonable best efforts to obtain the Insurance Policies commencing on the Effective Time and, within the Insurance Expense Cap, keep such Insurance Policies in effect until the sixth anniversary of the Effective Time. If National City is unable to obtain such Insurance Policy with the coverage required hereby within the Insurance Expense Cap, then National City shall use the full amount of the Insurance Expense Cap to obtain one or more alternate insurance policies with as much coverage as is commercially obtainable.
National City. Trust Company, as Trustee under the Indenture, hereby conveys, assigns, transfers, sets over and confirms to such successor Trustee, and to its successors in such trust and its and their assigns, all the estates, properties, rights, powers, duties, trusts, title and interest vested in First National City Trust Company as such Trustee under the Indenture.
National City. Promptly after the Effective Time, in accordance with the by-laws of National City, the Board of Directors of National City shall increase its size to such number as is necessary to create one vacancy and shall elect S. Craig Lindner (or, if such individual is determined prior to the Effectixx Xxxx xx xx unable or unwilling to serve, then such other individual as may be designated by Company's Board of Directors and reasonably acceptable to National City) to fill such vacancy until the regular annual meeting of National City shareholders scheduled for April, 2005. In addition, National City's Nominating and Board of Directors Governance Committee shall recommend such individual to National City's shareholders for re-election as a director for the one year term commencing April, 2005, so long as such recommendation will not violate the Nominating and Board of Directors Governance Committee's fiduciary obligations and such individual is willing to continue to serve as director and meets the director qualifications set forth in National City's Corporate Governance Guidelines in effect at the time of such recommendation.
National City from and after the Effective Time, shall (i) cause the Persons who served as directors or officers of Company and the Company Subsidiaries on or before the Effective Time to be covered by Company's existing directors' and officers' liability insurance policy or an equivalent "tail" directors and officers liability insurance policy, and a "tail" fiduciary liability insurance policy covering officers and employees of Company and the Company Subsidiaries with respect to the Company Employee Plans, with a duration of not less than six (6) years from the Effective Time (provided, that National City may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less favorable than such policy) (the "Insurance Policies"); provided, however, that (i) after the first year of coverage under the Insurance Policies, National City shall not be obligated to make annual premium payments (or the annualized equivalent in premium payments for whatever period may be covered) pursuant to this Section 5.9(c) for the Insurance Policies to the extent such premiums exceed 150% of the annual premiums paid as of the date hereof by Company for its current premiums for such insurance (the "Insurance Expense Cap"), (ii) National City shall use its reasonable best efforts to obtain the Insurance Policy commencing on the Effective Time and, within the Insurance Expense Cap, keep such policy in effect until the sixth anniversary of the Effective Time. If National City is unable to obtain such Insurance Policy with the coverages required hereby within the Insurance Expense Cap, then National City shall use the full amount of the Insurance Expense Cap to obtain one or more alternate insurance policies with as much coverage as is commercially obtainable. National City shall provide Company with a true and complete copy of a binder with respect to such Insurance Policy at least ten (10) days prior to the Effective Time and shall provide Company a true and complete copy of the Insurance Policy as proposed to be issued prior to the Effective Time.
National City and Lessee hereby agree that so long as no Event of Default shall have occurred and be continuing Lessee may have such options as are set forth in the applicable Schedule.
