Common use of Trustee's Duties Clause in Contracts

Trustee's Duties. If, at any time after a Change in Control or during a Potential Change in Control, legal proceedings are brought against the Trustee by the Company or any other party seeking to invalidate any of the provisions of this Trust Agreement as they relate to the Trust, or seeking to enjoin the Trustee from paying any amounts from any Trust or from taking any other action otherwise required or permitted to be taken by the Trustee under this Trust Agreement with respect to any Plan, the Trustee shall take all steps that may be necessary in such proceeding to uphold the validity and enforceability of the provisions of this Trust Agreement as they relate to such Plan. The Trustee shall be empowered to retain counsel and other appropriate experts, including actuaries, and accountants, to assist it in making any determination under this Section. All costs and expenses incurred by the Trustee in connection with any such proceeding (including, without limitation, the payment of reasonable fees, costs and disbursements of any counsel, actuaries, accountants or other experts retained by the Trustee in connection with such proceeding) shall be charged to and paid from the Legal Defense Fund. To the extent the Trustee’s legal fees and expenses exceed the amount available in the Legal Defense Fund and the Company does not pay them upon demand by the Trustee, such fees and expenses shall be paid by the Trustee from the assets of the Trust Corpus.