Common use of Directed Powers of Trustee Clause in Contracts

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stock, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of the Fund; and make, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other property, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or disposition; (d) Deliver notices, prospectuses and proxy statements to the Named Fiduciary, and, subject to Section 4.4, vote in person or by proxy with respect to any securities held by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct); (e) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. 408(b)(4) of ERISA) or in affiliated banking organization of the Trustee or the Company; (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and (k) For the purposes of the Fund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.29.2(a), the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a1) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b2) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (d3) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (e4) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f5) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. § 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. § 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company Employer shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' ’ fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h6) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company Employer (provided that the Company Employer meets the requirements of ss. § 408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;Employer; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j7) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company Employer expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and; (k) 8) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's ’s promissory note or notes therefortherefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (dc) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (ed) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (fe) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' ’ fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (hf) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. 408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (jg) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and; (kh) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New YorkHomeFederal Bank, to issue the Fund's ’s promissory note or notes therefortherefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.24.3, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases purchases, and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (dc) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (ed) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (fe) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. § 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. § 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' ’ fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (hf) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. § 408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company; (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (jg) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and; (kh) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's ’s promissory note or notes therefortherefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession. (i) to appoint, at the direction of the Company, a subcustodian to hold assets of the Brokerage Account described in Section 4.2 and, at the direction of the Company, to make transfers and receive amounts from such Brokerage Account.

Directed Powers of Trustee. In addition to the powers enumerated in --------------------------- Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (dc) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (ed) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (fe) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (hf) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. 408(b)(4) of ERISA) or in affiliated banking organization of the Trustee or the Company; (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (jg) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and (kh) For the purposes of the Fund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (dc) Deliver noticesEngage in other transactions including free receipts and deliveries, prospectuses exchanges and proxy statements to the Named Fiduciaryother voluntary corporate actions, and, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct);trustee. (ed) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (fe) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping record keeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, terms including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (hf) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. 408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (jg) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and; (kh) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.29.2(a), the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a1) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b2) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (d3) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (e4) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f5) Make loans from the Fund to participants in Members of the Plan, which shall be secured by the participants account Member’s Account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participantsMembers, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending ActXxxxxxx Xxx, 15 U.S.C. ss. 1601 00 X.X.X. §0000 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. §2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan Plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper record keeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant Member to whom a loan is made. The Company Employer shall indemnify and hold the Trustee and its directors, officers and employees Employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' ’ fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant Member loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h6) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company Employer (provided that the Company Employer meets the requirements of ss. §408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;Employer; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j7) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company Employer expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation Compensation from the borrowers for the lending of securities that is separate from any compensation Compensation of the Trustee hereunder, or any compensation Compensation of the collective investment fund trustee for the management of such fund; and; (k) 8) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's ’s promissory note or notes therefortherefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in -------------------------- Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stock, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of the Fund; and make, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefortherefore, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other property, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or disposition; (d) Deliver notices, prospectuses and proxy statements to the Named Fiduciary, and, subject to Section 4.4, vote in person or by proxy with respect to any securities held by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct); (e) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. 408(b)(4) of ERISA) or in affiliated banking organization of the Trustee or the Company; (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and (k) For the purposes of the Fund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (dc) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (ed) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (fe) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. Subsection 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. Subsection 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of 8 promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (hf) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. Subsection 408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (jg) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and9 (kh) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.29.2(a), the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a1) Invest and reinvest in any securities or other property including Employer Stockproperty, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b2) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of at any time held by the Fund; Trustee, by private contract or at public auction, for cash or on credit, upon such conditions, at such prices and makein the same manner as the Named Fiduciary, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other propertyshall direct, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (d3) Deliver noticesEngage in other transactions, prospectuses including free receipts and proxy statements to the Named Fiduciarydeliveries, andexchanges and other voluntary corporate actions, subject to Section 4.4, vote in person or by proxy with respect to any securities held property received by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct)Trustee; (e4) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f5) Make loans from the Fund to participants in Members of the Plan, which shall be secured by the participants account Member’s Account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participantsMembers, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending ActLxxxxxx Xxx, 15 U.S.C. ss. 1601 00 X.X.X. §0000 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. §2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan Plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper record keeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant Member to whom a loan is made. The Company Employer shall indemnify and hold the Trustee and its directors, officers and employees Employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant Member loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h6) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company Employer (provided that the Company Employer meets the requirements of ss. §408(b)(4) of ERISA) or in an affiliated banking organization of the Trustee or the Company;Employer; and (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j7) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company Employer expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation Compensation from the borrowers for the lending of securities that is separate from any compensation Compensation of the Trustee hereunder, or any compensation Compensation of the collective investment fund trustee for the management of such fund; and; (k) 8) For the purposes of the Fundfund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefortherefore, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.

Directed Powers of Trustee. In addition to the powers enumerated in Section 4.2, the Trustee shall have the following powers and authority in the administration of the Fund to be exercised solely as directed by the Named Fiduciary: (a) Invest and reinvest in any securities or other property including Employer Stock, provided that in no case without the consent of the Trustee will the assets of the Fund be invested in assets other than Employer Stock or units of collective investment funds; (b) Settle purchases and sales and engage in other transactions, including free receipts and deliveries, exchanges and other voluntary corporate actions, with respect to securities or other property received by the Trustee; (c) Redeem, transfer or exchange securities of the Fund; sell, exchange, convey, transfer or otherwise dispose of any other property of the Fund; and make, execute and deliver to the purchasers thereof good and sufficient legal documents of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership of such securities and other property, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or disposition; (d) Deliver notices, prospectuses and proxy statements to the Named Fiduciary, and, subject to Section 4.4, vote in person or by proxy with respect to any securities held by the Trust Fund in accordance with the written directions of the Named Fiduciary; and in accordance with such power, exercise subscription, conversion and other rights and options and make payments incidental thereto and take action or refrain from taking any action with respect to any reorganization, consolidation, merger, dissolution or other recapitalization or refinancing and pay any assessments or charges in connection therewith and delegate discretionary powers with respect thereto; but the Company understands that, where options, tenders or other rights have fixed expiration dates, in order for the Trustee to act, it must receive instructions at its offices, addressed as the Trustee may from time to time request, by no later than noon (N.Y. City time) at least one business day prior to the last scheduled date to act with respect thereto (or such earlier date or time as the Trustee may direct); (e) Hold any part of the Fund in cash or cash balances and the Trustee shall not be responsible for the payment of interest on such balances; (f) Make loans from the Fund to participants in the Plan, which shall be secured by the participants account balance; however, the Named Fiduciary shall have full and exclusive responsibility for loans made to participants, including, without limitation, full and exclusive responsibility for the following: development of procedures and documentation for such loans; acceptance of loan applications; approval of loan applications; disclosure of interest rate information required by Regulation Z of the Federal Reserve Board promulgated pursuant to the Truth in Lending Act, 15 U.S.C. ss. Section 1601 et seq.; ensuring that such loans shall bear a reasonable rate of interest (within the meaning of Regulation ss. Section 2550.408(b)(1) promulgated by the Department of Labor); acting as agent of the Trustee for the physical custody and safekeeping of the promissory notes and other loan -loan documents; performing necessary and appropriate recordkeeping and accounting functions with respect to loan transactions; enforcement of promissory note terms, including, but not limited to, directing the Trustee to take specified actions to enforce its rights under the documents relating to plan loans, including, without limitation, the occurrence of events of default and maintenance of accounts and records regarding interest and principal payments on von notes. The Trustee shall not in any way be responsible for holding or reviewing such documents, records and procedures and shall be entitled to rely upon such information as is provided by the Named Fiduciary or its own sub-agent or recordkeeper without any requirement or responsibility to inquire as to the completeness or accuracy thereof, but may from time to time examine such documents, records and procedures as it deems appropriate. Unless otherwise instructed in writing by the Named Fiduciary, the Trustee shall have no duty or responsibility to file a UCC-1 form or take other action in order to perfect its security interest in the accounts of a Participant to whom a loan is made. The Company shall indemnify and hold the Trustee and its directors, officers and employees harmless from all claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising out of any action or inaction of the Named Fiduciary with respect to its agency responsibilities described herein with respect to participant loans and this indemnification shall survive the termination of this Agreement; (g) Execute proxies for any securities held in the Fund; (h) Deposit cash in interest bearing accounts in the banking department of the Trustee, the Company (provided that the Company meets the requirements of ss. S 408(b)(4) of ERISA) or in affiliated banking organization of the Trustee or the Company; (i) Compromise, compound, settle or arbitrate any claim, debt or obligation due to or from the Trustee and to reduce the rate of interest on, extend or otherwise modify, or to foreclose upon default or otherwise enforce any such obligation; and to abandon any property determined by the Named Fiduciary to be worthless; (j) Invest in any collective investment fund, including any collective investment fund maintained by the Trustee or an affiliate. The Trustee shall have no responsibility for the custody or safekeeping of assets transferred to any collective investment trust not maintained by the Trustee. To the extent that any investment is made in any such collective investment fund, the terms of the collective trust indenture shall solely govern the investment duties, responsibilities and powers of the trustee of such collective investment fund and, to the extent required by law or by such indenture, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agreement. For purposes of valuation, the value of the interest maintained by the Fund in any such collective investment fund shall be the fair market value of the collective investment fund units held, determined in accordance with generally recognized valuation procedures. The Company expressly understands and agrees that any such collective investment fund may provide for the lending of its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation from the borrowers for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investment fund trustee for the management of such fund; and (k) For the purposes of the Fund, to borrow money from any person or persons, including The Bank of New York, to issue the Fund's promissory note or notes therefor, and to secure the repayment thereof by pledging, mortgaging or otherwise encumbering any property in its possession.