WILLIAM DONALD SCHAEFER, Governor Ch. 644

(G) "SUCCESSOR FIDUCIARY" MEANS A CORPORATE FIDUCIARY THAT
IS SUBSTITUTED FOR ANOTHER CORPORATE FIDUCIARY UNDER THE
PROVISIONS OF § 15-1A-02 OF THIS SUBTITLE, BY REASON OF:

(1)  A MERGER OR CONSOLIDATION OF CORPORATE
FIDUCIARIES;

(2)  THE ACQUISITION OF THE STOCK OR ASSETS OF A
CORPORATE FIDUCIARY BY ANOTHER CORPORATE FIDUCIARY;

(3)  THE TRANSFER BY A CORPORATE FIDUCIARY OF ITS
TRUST AND FIDUCIARY BUSINESS TO ANOTHER CORPORATE FIDUCIARY; OR

(4)  THE ACQUISITION OR FORMATION BY A CORPORATE
FIDUCIARY OF A SUBSIDIARY, WHICH IS ITSELF A CORPORATE FIDUCIARY,
IN ORDER TO UNDERTAKE THE TRUST AND FIDUCIARY BUSINESS OF THE
SUBSIDIARY'S PARENT ENTITY.

(H) "TRUST COMPANY" MEANS A FINANCIAL INSTITUTION ORGANIZED
UNDER THE LAWS OF THIS STATE OR THE UNITED STATES THAT QUALIFIES
AS A TRUST COMPANY UNDER 12 U.S.C. § 1841(C)(2)(D).

15-1A-02.

(A)  SUBJECT TO THE PROVISIONS OF § 15-1A-04(D)(2) OF THIS
SUBTITLE, A SUCCESSOR FIDUCIARY SHALL BE SUBSTITUTED AS A
FIDUCIARY FOR ITS PREDECESSOR CORPORATE FIDUCIARY, IMMEDIATELY
UPON THE ADOPTION OF A CORPORATE RESOLUTION BY BOTH THE SUCCESSOR
FIDUCIARY AND THE PREDECESSOR CORPORATE FIDUCIARY PROVIDING FOR
THE SUBSTITUTION.

(B)  A SUCCESSOR FIDUCIARY SHALL HAVE ALL THE RIGHTS,
POWERS, DUTIES, AND OBLIGATIONS OF THE PREDECESSOR CORPORATE
FIDUCIARY.

(C)  THE SUCCESSOR FIDUCIARY SHALL BE DEEMED NAMED AS
FIDUCIARY IN ANY WRITING, INCLUDING A WILL, TRUST, COURT ORDER,
OR SIMILAR DOCUMENT OR INSTRUMENT THAT NAMES THE PREDECESSOR
CORPORATE FIDUCIARY AS FIDUCIARY, WHETHER EXECUTED BEFORE OR
AFTER THE SUCCESSOR FIDUCIARY IS SUBSTITUTED, UNLESS THE WRITING
EXPRESSLY PROVIDES OTHERWISE.

15-1A-03.

(A)  FOR PURPOSES OF QUALIFYING AS A FIDUCIARY, A CORPORATE
FIDUCIARY MAY ATTRIBUTE TO ITS CAPITAL AND SURPLUS THE CAPITAL
AND SURPLUS OF ANY BANK, TRUST COMPANY, OR BANK HOLDING COMPANY
OF WHICH IT IS A DIRECT OR INDIRECT SUBSIDIARY OR AFFILIATE.

(B)  ANY BANK, TRUST COMPANY, OR BANK HOLDING COMPANY OF
WHICH A SUCCESSOR FIDUCIARY IS A DIRECT OR INDIRECT SUBSIDIARY OR
AFFILIATE SHALL BE JOINTLY AND SEVERALLY LIABLE WITH THE

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