R2013-23 APPROVING AMENDMENT TO EMPLOYER PARTICIPATION AGREEMENT

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ARTICLE XIV MISCELLANEOUS 14.1 Merger of Trustee. Any corporation into which the Trustee is merged or with which it is consolidated, or any corporation resulting from a merger, reorganization, or consolidation to which the Trustee is a party, or any corporation to which all or substantially all the Trust business or the Trustee is transferred shall become the successor trustee under this Agreement without the execution or filing of any further instrument or the performance of any further act. 14.2 Employers. Any Employer that adopted or adopts the Plan prior to or after the effective date of this Agreement shall be considered a party to this Agreement without further act on its part. Each Employer shall be bound by all the terms and conditions of the Plan and of this Agreement, as then in effect and as it may thereafter be amended. The Administrator shall have the sole authority to enforce this Agreement on behalf of each Employer, and the Trustee need not deal with any Employer, except by dealing with the Administrator as the agent of the Employers for the purposes of giving or receiving notices, instructions, directions and other communications to or from the Trustee and approving the accounts of the Trustee. The Trustee shall invest and administer the Fund as a single fund for investment and accounting purposes without identification or allocation among the Employers or to any employee or group of employees, unless the Trustee and the Administrator agree in writing to segregate funds. 14.3 Alienation of Fund. No right or claim in or to the Fund or any assets thereof shall be assignable or subject to garnishment, attachment, execution, or levy of any kind; any attempt to transfer, assign, or pledge the same shall be void and shall not be recognized by the Trustee except to such extent as may be legally required. 14.4 Applicable Law. The Trust will be administered in the State of Ohio, and its validity, construction, and all rights hereunder shall be governed by the Code, the Home Owners' Loan Act of 1933 and, to the extent not pre-empted, by the laws of Ohio. All contributions to the Trust shall be deemed to occur in Ohio. 14.5 Headings Not Part of the Agreement. Headings of Articles and Sections are inserted for convenience of reference. They are not part of this Agreement and shall not be considered in construing it. 14.6 Multiple Copies. This Agreement may be executed in any number of counterparts, each of which shall be considered an original even though no others are produced. 14.7 Voting. The Trustee shall promptly deliver or mail to the Administrator all forms of proxies and all notices of meetings affecting or relating to securities held in the Trust. Upon receipt of proper instructions, Trustee shall execute and deliver such proxies or other authorizations that may be required. Neither Trustee nor its nominee shall vote any securities or execute any proxy to vote the same or give any consent to take any other action with respect thereto absent proper instructions from the Administrator. The Trustee shall release and deliver such securities and take any other action as directed by the Administrator, with respect to dividends, splits, distributions, spin-offs, puts, calls, conversions, redemptions, tenders, exchanges, mergers, reorganizations, rights, warrants of any other similar activity relating to the securities. 14.8 No Third Party Benefit. This Agreement is intended for the exclusive benefit of the parties to this Agreement, the participating Plans, the Participants in such Plans, and their respective successors and 13