PNC Financial Services (PNC)

SECTION 4.3 Acceptance of Appointment by Successor

(a) In case of the appointment hereunder of a successor Trust Preferred Guarantee Trustee, every such successor Trust Preferred Guarantee Trustee so appointed shall execute, acknowledge and deliver to the Guarantor and to the retiring Trust Preferred Guarantee Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trust Preferred Guarantee Trustee shall become effective and such successor Trust Preferred Guarantee Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trust Preferred Guarantee Trustee; but, on the request of the Guarantor or the successor Trust Preferred Guarantee Trustee, such retiring Trust Preferred Guarantee Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trust Preferred Guarantee Trustee all the rights, powers, trusts and obligations of the retiring Trust Preferred Guarantee Trustee and shall duly assign, transfer and deliver to such successor Trust Preferred Guarantee Trustee all property and money held by such retiring Trust Preferred Guarantee Trustee hereunder.

(b) If no Successor Trust Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.3 within 60 days after delivery to the Guarantor of an instrument of resignation or removal, the resigning or removed Trust Preferred Guarantee may petition any court of competent jurisdiction for appointment of a Successor Trust Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Trust Preferred Securities Trustee.

(c) Upon request of any such successor Trust Preferred Guarantee Trustee, the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trust Preferred Guarantee Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section.

(d) No successor Trust Preferred Guarantee Trustee shall accept its appointment unless at the time of such acceptance such successor Trust Preferred Guarantee Trustee shall be qualified and eligible under this Article.

(e) The Trust Preferred Guarantee Trustee shall not be liable for the acts or omissions to act of any successor Trust Preferred Guarantee Trustee.

(f) Upon termination of this Trust Preferred Securities Guarantee or the removal or resignation of the Trust Preferred Guarantee Trustee, pursuant to this Section 4.3, the Guarantor shall pay to such Trust Preferred Property Trustee all amounts accrued and owing to such Trust Preferred Guarantee Trustee to the date of such termination, removal or resignation.