Common use of Replacement of the Trustee Clause in Contracts

Replacement of the Trustee. (a) The Trustee shall continue to serve until its successor accepts the Trust and receives delivery of the Trust assets. The Trustee may resign and be discharged from its duties hereunder after providing not less than ninety (90) days’ notice in writing to Ameritrust and the Executive Participants. Prior to the date on which the Trust becomes irrevocable, the Trustee may be removed at any time upon notice in writing by Ameritrust. On or after such date, such removal shall also require the agreement of two thirds of the Executive Participants. Prior to the date on which the Trust becomes irrevocable, a replacement or successor trustee shall be appointed by Ameritrust. On or after such date, such appointment shall also require the agreement of two thirds of the Executive Participants. No such removal or resignation shall be effective until the acceptance of the Trust by a successor trustee designated in accordance with this Section 10. If the Trustee should resign, and within forty-five (45) days of the notice of such resignation Ameritrust and, if required, two thirds of the Executive Participants, shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor trustee, which shall be such bank or trust company (A) that the court in its discretion considers an appropriate trustee for the Trust, having due regard for the objectives, magnitude and expected duration of the Trust; (B) (x) whose trust assets under investment would place it among the 100 largest trust companies in the United States, or (y) which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million; and (C) that is independent and not subject to the control of either Ameritrust or the Executives. The court in its discretion may transfer jurisdiction of the Trust to the jurisdiction in which the successor trustee has its principal place of business. The preceding determinations shall be made as of the time of appointment of the successor trustee. Upon the acceptance of the trust by a successor trustee, the Trustee shall release all of the moneys and other property in the Trust to its successor, who shall thereafter for all purposes of this Agreement be considered to be the “Trustee.” In the event of its removal or resignation, the Trustee shall duly file with Ameritrust and, after the Trust becomes irrevocable, the Executives, a written statement or statements of accounts and proceedings as provided in Section 7(a) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 7(a) hereof, 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.

Replacement of the Trustee. (a) The Trustee may resign at any time upon thirty (30) days’ written notice delivered to the Bankruptcy Court, provided that such resignation shall continue only become effective upon the appointment of a permanent or interim successor Trustee, unless (i) the Insurance Coverages (as defined below) terminate for any reason other than the Trustee’s unreasonable refusal to serve until its renew such Insurance Coverages; or (ii) Trustee determines in his or her reasonable judgment that the Liquidating Trust lacks sufficient assets and financial resources, after reasonable collection efforts, to complete the duties and powers assigned to him or her under the Plan, the Confirmation Order and/or this Agreement, in which case such resignation may become effective without appointment of a successor accepts the Trust and receives delivery of the Trust assetsTrustee. The Trustee may resign be removed by the Bankruptcy Court upon motion and be discharged from its duties hereunder after providing not less than ninety (90) days’ notice in writing to Ameritrust and the Executive Participants. Prior to the date on a hearing, which the Trust becomes irrevocable, the Trustee motion may be removed at brought by any time upon notice party in writing interest, or by Ameritrust. On or after such datethe Liquidating Trust Committee, such removal shall also require the agreement of two thirds by majority of the Executive Participantsmembers, for reasonable cause. Prior to the date on which the Trust becomes irrevocable, a replacement or successor trustee shall be appointed by Ameritrust. On or after such date, such appointment shall also require the agreement of two thirds of the Executive Participants. No such removal or resignation shall be effective until the acceptance of the Trust by a successor trustee designated in accordance with this Section 10. If the Trustee should resign, and within forty-five (45) days of the notice of such resignation Ameritrust and, if required, two thirds of the Executive Participants, shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor trustee, which shall be such bank or trust company (A) that the court in its discretion considers an appropriate trustee for the Trust, having due regard for the objectives, magnitude and expected duration of the Trust; (B) (x) whose trust assets under investment would place it among the 100 largest trust companies in the United States, or (y) which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million; and (C) that is independent and not subject to the control of either Ameritrust or the Executives. The court in its discretion may transfer jurisdiction of the Trust to the jurisdiction in which the successor trustee has its principal place of business. The preceding determinations shall be made as of the time of appointment of the successor trustee. Upon the acceptance of the trust by a successor trustee, the Trustee shall release all of the moneys and other property in the Trust to its successor, who shall thereafter for all purposes of this Agreement be considered to be the “Trustee.” In the event of the resignation, death, disability, dissolution, or removal of the Trustee, the Liquidating Trust Committee may appoint a replacement in accordance with Section 4.1 hereof. Upon its appointment, the successor Trustee, without any further act, shall become fully vested with all of the rights, powers, duties, and obligations of its predecessor and all responsibilities of the predecessor Trustee relating to the Liquidating Trust shall be terminated; provided, however, that the original Trustee’s right to indemnification shall survive termination and is subject to Sections 5.2 and 5.3 hereof. In the event the Trustee’s appointment terminates by reason of termination without cause, death, or disability (meaning herein, incapacity resulting in the inability to perform services for three consecutive months or in the aggregate of 180 days during any 12 month period), amounts owed (including on account of any incentive fee compensation) to the original Trustee (or its estate or representative) on the one hand and any successor Trustee on the other shall be allocated between them to reflect their respective periods of service; provided, however, that the original Trustee shall be compensated for all reasonable fees and expenses accrued through the effective date of termination, whether or not previously invoiced and shall be paid the portion of the incentive fee compensation that may be earned by, or which would be earned as a result of claims objections in progress at, the time of his termination. In the event of the removal or resignationresignation of any Trustee with cause, such Trustee (or his estate or representatives) shall be immediately compensated for all reasonable fees and expenses accrued through the Trustee shall duly file with Ameritrust andeffective date of termination, after the Trust becomes irrevocable, the Executives, a written statement whether or statements of accounts and proceedings as provided in Section 7(a) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 7(a) hereof, 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 accountpreviously invoiced.

Replacement of the Trustee. (a) The Trustee shall continue may resign at any time upon thirty (30) days’ written notice delivered to serve until its successor accepts the Trust Bankruptcy Court and receives delivery the members of the Trust assetsOversight Committee, provided that such resignation shall only become effective upon the appointment of a permanent or interim successor Trustee. The Oversight Committee may remove the Trustee with or without cause upon thirty (30) days’ written notice delivered to the Trustee. The Trustee may resign be removed by the Bankruptcy Court upon motion and after notice and a hearing, which motion may be discharged from its duties hereunder after providing not less than ninety brought by any party in interest (90including any members of the Oversight Committee). In the event of the death, medical incapacity, dissolution, resignation or removal of the Trustee, the Oversight Committee may designate a person to serve as successor Trustee. If the Oversight Committee shall fail to appoint a successor within thirty (30) days’ notice in writing to Ameritrust and the Executive Participants. Prior to the date on which the Trust becomes irrevocable, the successor Trustee may be removed at any time upon notice in writing by Ameritrust. On or after such date, such removal shall also require the agreement of two thirds of the Executive Participants. Prior to the date on which the Trust becomes irrevocable, a replacement or successor trustee shall be appointed by Ameritrustthe Bankruptcy Court upon request and based upon submissions from interested parties (including the Oversight Committee, any Beneficiary or counsel to the Litigation Trust). On or after such dateUpon its appointment, such appointment shall also require the agreement of two thirds of the Executive Participants. No such removal or resignation shall be effective until the acceptance of the Trust by a successor trustee designated in accordance with this Section 10. If the Trustee should resignTrustee, and within forty-five (45) days of the notice of such resignation Ameritrust and, if required, two thirds of the Executive Participantswithout any further act, shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor trustee, which shall be such bank or trust company (A) that the court in its discretion considers an appropriate trustee for the Trust, having due regard for the objectives, magnitude and expected duration of the Trust; (B) (x) whose trust assets under investment would place it among the 100 largest trust companies in the United States, or (y) which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million; and (C) that is independent and not subject to the control of either Ameritrust or the Executives. The court in its discretion may transfer jurisdiction of the Trust to the jurisdiction in which the successor trustee has its principal place of business. The preceding determinations shall be made as of the time of appointment of the successor trustee. Upon the acceptance of the trust by a successor trustee, the Trustee shall release become fully vested with all of the moneys rights, powers, duties and other property in obligations of its predecessor and all responsibilities of the predecessor Trustee relating to the Litigation Trust shall be terminated; provided, however, that the original Trustee’s right to its successor, who indemnification shall thereafter for all purposes of this Agreement be considered survive termination and is subject to be the “Trustee.” Sections 5.2 and 5.3 hereof. In the event the Trustee’s appointment terminates for any reason, such Trustee (or his estate or representatives) shall be promptly compensated for all reasonable fees and expenses accrued through the effective date of its termination, whether or not previously invoiced. The provisions of Article V shall survive the resignation or removal or resignation, the Trustee shall duly file with Ameritrust and, after the Trust becomes irrevocable, the Executives, a written statement or statements of accounts and proceedings as provided in Section 7(a) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 7(a) hereof, 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 accountany Trustee.

Replacement of the Trustee. (a) The Trustee shall continue may resign at any time upon thirty (30) days’ written notice delivered to serve until its successor accepts the Trust Bankruptcy Court and receives delivery the members of the Trust assetsOversight Committee, provided that such resignation shall only become effective upon the appointment of a permanent or interim successor Trustee. The Oversight Committee may remove the Trustee with or without cause upon thirty (30) days’ written notice delivered to the Trustee. The Trustee may resign be removed by the Bankruptcy Court upon motion and after notice and a hearing, which motion may be discharged from its duties hereunder after providing not less than ninety brought by any party in interest (90including any members of the Oversight Committee). In the event of the death, medical incapacity, dissolution, resignation or removal of the Trustee, the Oversight Committee may designate a person to serve as successor Trustee. If the Oversight Committee shall fail to appoint a successor within thirty (30) days’ notice in writing to Ameritrust and the Executive Participants. Prior to the date on which the Trust becomes irrevocable, the successor Trustee may be removed at any time upon notice in writing by Ameritrust. On or after such date, such removal shall also require the agreement of two thirds of the Executive Participants. Prior to the date on which the Trust becomes irrevocable, a replacement or successor trustee shall be appointed by Ameritrustthe Bankruptcy Court upon request and based upon submissions from interested parties (including the Oversight Committee, any Beneficiary or counsel to the Litigation Trust). On or after such dateUpon its appointment, such appointment shall also require the agreement of two thirds of the Executive Participants. No such removal or resignation shall be effective until the acceptance of the Trust by a successor trustee designated in accordance with this Section 10. If the Trustee should resignTrustee, and within forty-five (45) days of the notice of such resignation Ameritrust and, if required, two thirds of the Executive Participantswithout any further act, shall not have notified the Trustee of an agreement as to a replacement trustee, the Trustee shall apply to a court of competent jurisdiction for the appointment of a successor trustee, which shall be such bank or trust company (A) that the court in its discretion considers an appropriate trustee for the Trust, having due regard for the objectives, magnitude and expected duration of the Trust; (B) (x) whose trust assets under investment would place it among the 100 largest trust companies in the United States, or (y) which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million; and (C) that is independent and not subject to the control of either Ameritrust or the Executives. The court in its discretion may transfer jurisdiction of the Trust to the jurisdiction in which the successor trustee has its principal place of business. The preceding determinations shall be made as of the time of appointment of the successor trustee. Upon the acceptance of the trust by a successor trustee, the Trustee shall release become fully vested with all of the moneys rights, powers, duties and other property in obligations of its predecessor and all responsibilities of the predecessor Trustee relating to the Litigation Trust shall be terminated; provided, however, that the original Trustee’s right to its successor, who indemnification shall thereafter for all purposes of this Agreement be considered survive termination and is subject to be the “Trustee.” Sections 4.2 and 4.3 hereof. In the event the Trustee’s appointment terminates for any reason, such Trustee (or his estate or representatives) shall be promptly compensated for all reasonable fees and expenses accrued through the effective date of its termination, whether or not previously invoiced. The provisions of Article IV shall survive the resignation or removal or resignation, the Trustee shall duly file with Ameritrust and, after the Trust becomes irrevocable, the Executives, a written statement or statements of accounts and proceedings as provided in Section 7(a) hereof for the period since the last previous annual accounting of the Trust, and if written objection to such account is not filed as provided in Section 7(a) hereof, 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 accountany Trustee.