Common use of Administrative Powers Clause in Contracts

Administrative Powers. The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administrative powers and authority with respect to this Trust: 7.1 To hold property of this Trust in its own name or in the name of a nominee or nominees, without disclosure of this Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of this Trust in accordance with the provisions of this Agreement; the Trustee's books and records shall at all times show that such property is part of this Trust; and the Trustee shall be absolutely liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name of the nominee or nominees. 7.2 To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article 6 hereof. 7.3 To employ in the management of this Trust suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 7.4 To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement. 7.5 To draw upon any Letter of Credit provided pursuant to Section 4.3 and to make demand upon the issuer of any Letter of Credit to pay amounts directly to the Trust. 7.6 To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of this Trust.

Administrative Powers. The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administrative powers and authority with respect to this Trust: 7.1 To hold property of this Trust in its own name or in the name of a nominee or nominees, without disclosure of this Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of this Trust in accordance with the provisions of this Agreement; the Trustee's books and records shall at all times show that such property is part of this Trust; and the Trustee shall be absolutely liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name of the nominee or nominees. 7.2 To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article 6 hereof. 7.3 To employ in the management of this Trust suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 7.4 To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement. 7.5 To administer this Trust, including the establishment and maintenance of the Sub-Accounts and Suspense Account, to ensure that payments made to this Trust by the Company are deductible by the Company under Section 404(a)(5) of the Code; provided, that such administration shall not adversely effect the interests of the Participants and beneficiaries. 7.6 To reallocate at any time excess funds from any and all of the Sub-Accounts among the Sub-Accounts or Suspense Account, as provided under Article 5, and from the Suspense Account to any and all of the Sub-Accounts, as provided under Article 2. 7.7 To pay any federal, state, local or other taxes imposed or levied with respect to the assets and/or income of this Trust out of the Benefit Account and to file all federal, state and local tax or information returns relating to this Trust. 7.8 To draw upon any Letter of Credit provided pursuant to Section 4.3 4.4 and to make demand upon the issuer of any Letter of Credit to pay amounts directly to the Trust. 7.6 7.9 To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of this Trust.

Administrative Powers. The In addition to and not by way of limitation of any other powers conferred upon trustees by law or conferred upon the Trustee shall have by the terms of this Trust Agreement, the Trustee is authorized and in its sole and absolute discretion may exercise empowered: (i) to cause any investments from time to time and at any time the following administrative powers and authority with respect held by ft to this Trust: 7.1 To hold property of this Trust in be registered in, or transferred into, its own name as Trustee or in the name of a nominee or nominees, without disclosure of this Trust, or to retain them unregistered or in bearer form so that it will pass permitting transferability by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of this Trust in accordance with the provisions of this Agreement; the Trustee's books and records of the Trustee shall at all times show that all such property is investments are part of this Trust; the Trust and the liability of the Trustee shall be absolutely liable for neither increased nor decreased thereby; (ii) to apply any loss occasioned by property vesting in an infant, including income, to the acts maintenance and education of its nominee such infant or nominees to pay or deliver the same to such infant or to a guardian or parent of such infant or to a person with respect to securities registered in whom such infant resides and the name of the nominee or nominees. 7.2 To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article 6 hereof. 7.3 To employ in the management of this Trust suitable agents, without liability for any loss occasioned receipt thereof by any such agents selected by the Trustee with the careinfant, skillguardian, prudence and diligence under the circumstances then prevailing that parent or person shall be a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.full discharge for all property so applied; 7.4 To (iii) to make, execute execute, acknowledge, and deliver, as Trustee, deliver any deeds, conveyances, leases, mortgages, contracts, waivers or other and all instruments required in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement. 7.5 To draw upon connection with any Letter of Credit provided transaction it enters into pursuant to Section 4.3 and the provisions hereof; (iv) to make demand upon the issuer of any Letter of Credit to pay amounts directly to the Trust. 7.6 To do all other acts that the Trustee acts, whether or not expressly authorized hereby, which it may deem necessary or proper to carry out any for the protection of the property held hereunder; (v) to employ agents, accountants and counsel, and rely upon information and advice furnished by them; (vi) to file any and all tax returns with respect to the Trust, to pay any and all tax liabilities, and to satisfy any and all tax reporting and withholding requirements with respect to the Trust as may be prescribed from time to time by law; and (vii) the Trustee shall have, without exclusion, all powers set forth in this Agreement conferred on trustees by applicable law unless expressly provided otherwise herein, provided, however, that if an insurance policy on the life of an Executive is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or otherwise in to loan to any person the best interests proceeds of this Trustany borrowing against such policy.

Administrative Powers. The Trustee THE Trustees shall (in addition to all other powers vested in them hereby or by law) have the following powers: 7.1 Power at their absolute discretion to retain the Trust Fund or any part thereof (including any uninvested money) in its actual state and condition for any period and to vary or transpose the mode of investment of the Trust Fund within the range authorised below. 7.2 Power to invest trust monies: 7.2.1 in the acquisition (either by the Trustees alone or by them jointly with any other person or body of trustees) by purchase or otherwise of shares in or debentures of the Company; or 7.2.2 in the acquisition (either by the Trustees alone or by them jointly with any other person or body of trustees) by purchase of such other property of whatever nature and wherever situated and whether or not involving liability or producing an income or by making loans on such terms (with or without security) as the Trustees shall in their absolute discretion think fit; so that the Trustees shall have the same full and unrestricted powers of investment in its sole all respects as if they were absolute beneficial owners of the Trust Fund (and absolute discretion may exercise from time for the avoidance of doubt and without limitation to time and the generality of the foregoing shall have the power to place any monies on current or deposit account whether or not interest bearing) PROVIDED THAT without the prior approval by resolution of the shareholders of the Company in general meeting the Trustees shall not at any time acquire shares in the following administrative powers and authority with respect Company if such acquisition would cause the number of shares in the Company held by the Trustees on the terms of the Trust Fund to this Trust:exceed such number as equals 5 per cent of the ordinary share capital of the Company in issue at that time. 7.1 To 7.3 Power to invest or hold property of this Trust in its own name or allow to remain in the name or under the control of a some or one only of the Trustees or of any person as nominee of the Trustees the whole or nominees, without disclosure of this Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of this Trust in accordance with the provisions of this Agreement; the Trustee's books and records shall at all times show that such property is part of this Trust; the Trust Fund as the Trustees shall in their absolute discretion think fit and the Trustee Trustees shall not be absolutely liable for any loss to the Trust Fund or the income thereof occasioned by the acts exercise of its nominee or nominees with respect to securities registered in the name this power. 7.4 Power at their absolute discretion so long as at least one of the nominee Trustees shall have no interest therein, and shall not be a corporate trustee any of whose directors shall have an interest therein, to enter into any contract disposition or nominees. 7.2 To organize and incorporate under the laws of transaction with any state it may deem advisable one or more corporations of themselves or any director of any corporate trustee hereof (whether such one or more of themselves or director shall be acting alone or jointly with other persons) if the Trustees could lawfully have entered into the same if dealing with persons not including any of themselves and not being directors of a corporate trustee and if they shall have received advice from competent valuers that the same shall be in the interests of the Beneficiaries or such of them as would be affected by the same. 7.5 Power if they shall consider the same to be expedient in the interests of the Beneficiaries or such of them as would be affected thereby to permit any company any of whose shares stock or securities are comprised in the Trust Fund to retain any part of its income and so that the Trustees shall not be bound to take any steps to remove any director of any such company who may recommend any such retention of its income and generally in the absence of actual notice of any wrongdoing by any director thereof the Trustees may leave the management of any such company wholly to its directors. 7.6 Power (exercisable either expressly or by implication) to allot appropriate partition or apportion any property whatever which (or the future proceeds of sale of which) shall for the time being be subject to the trusts hereof in or towards satisfaction of any share or interest in the Trust Fund or the income thereof in such manner as the Trustees shall in their absolute discretion (without the necessity of obtaining any consent) consider just according to the respective rights of the persons interested. 7.7 Power for any of the Trustees to be employed and remunerated as a director or other officer or employee or as agent or adviser of any company body or firm in any way connected with the Trust Fund and to keep as his property (and without being liable to acquire an interest account therefor) any remuneration fees or profits received by him in any such corporation capacity notwithstanding that it his situation or office may have organized and incorporated) been obtained or may be held or retained in right or by means or by reason of his position as one of the Trustees or of any shares, stock, property rights or powers whatever belonging to or connected with the Trust Fund. 7.8 Power for the Trustees at any time to borrow monies whether on an unsecured basis or on the security of the Trust Fund or any part thereof or on personal security only for any purpose for which trust monies may be applied under this Deed including the purpose of acquiring investment and holding title on such terms as to any property, interests or rights that the Trustee is authorized payment of interest (if any) and as to acquire under Article 6 hereofrepayment as the Trustees shall in their absolute discretion think fit. 7.3 To 7.9 Power for the Trustees to employ any person who may be engaged in any profession or business (including a body corporate) to charge and be paid all professional or other reasonable and proper charges for any business done services rendered or time spent by such person or any firm of which such person is a partner in connection with the management trusts powers or provisions hereof whether or not within the usual scope of this Trust suitable agentssuch profession or business and although not of a nature requiring the employment of a professional person. The Trustees shall determine the remuneration of any such person, without liability but shall not be liable for the default of any such person appointed or employed in good faith, or for any loss occasioned by any such agents selected by arising from the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person Trustees acting in a like capacity and familiar accordance with any advice provided by such matters would use in person. However, this Clause 7.9 shall not entitle the conduct of an enterprise of a like character and with like aims. 7.4 To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in Trustees to delegate the exercise of its discretionary trusts and powers under this Agreement. 7.5 To draw upon any Letter in relation to the Trust Fund which require or empower the determination of Credit provided pursuant to Section 4.3 and to make demand upon the issuer of any Letter of Credit to pay amounts directly to beneficial interests in the Trust. 7.6 To do 7.10 Power to delegate all other acts that the Trustee may deem necessary or proper to carry out any of the administrative, management functions and powers set forth (including investment powers) vested in them (either under this Deed or due to their office as Trustees) to any other person(s), except for Beneficiaries or the Company representatives, and to pay such person(s) for their services. However, this paragraph does not entitle the Trustees to delegate the exercise of discretionary or powers in relation to the Trust Fund which require or empower the determination of beneficial interests in the Trust. 7.11 Power to apply the Trust Fund (or any part of it) in paying any stamp duty or stamp duty reserve tax payable on any transfer of (or agreement to transfer) shares to any Beneficiary. 7.12 Power to pay any duties or taxes (together with any related interest, penalties or surcharges) for which the Trustees become liable to pay and/or account for on behalf of the Trust in any part of the world, even if the liability might not be enforceable through the courts of the place where the trusts declared in this Agreement Deed are administered at that time and to have discretion as to the time and manner in which any duties or otherwise taxes are paid. No person interested in this Trust shall be entitled to make any claim against the best interests Trustees because they pay any tax or duty. 7.13 Power for the Trustees to pay or apply the Trust Fund or any part thereof for the benefit of this Trusta minor or a person under any legal disability in which case they may do so by paying the Trust Fund or such part thereof to the parent or guardian or other person having care or custody of such minor or such person under a legal disability and will have no duty to enquire as to the use of the Trust Fund or such part thereof or its income.