Common use of General Powers of Trustee Clause in Contracts

General Powers of Trustee. In addition to the specific powers and duties of the Trustee set forth in Articles III, IV and V, the Trustee shall have the following powers: (a) to hold assets on behalf of the Trust in the name of Trustee for the benefit of the Trust; (b) to direct the Investment Manager or any delegated custodian, as applicable, to sell assets of the Trust to the extent necessary to allow an authorized Plan Administrator to make a withdrawal from the Trust Fund; (c) to arbitrate, defend, enforce, release or settle any claim of or against the Trust; (d) to the extent that the duty to vote proxies for securities held by the Trust is not delegated to the Investment Manager, to vote, in person or by proxy, upon all securities held by the Trust; (e) to the extent advised by the Investment Manager consistent with the Investment Policy Statement, to exercise, buy or sell subscription and conversion rights and participate on behalf of securities held by the Trust in reorganizations, recapitalizations, consolidations, mergers, exchanges, foreclosures, liquidations and creditors' and bondholders' agreements; (f) to do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, provided that such actions or proceedings are not inconsistent with the terms of this Trust; (g) to employ and pay from the assets of the Trust reasonable compensation to agents, investment counsel and attorneys, accountants, or other similar parties, including any person, partnership, corporation or other entity with which the Trustee may be associated, for purposes that the Trustee determines to be necessary for the administration of the Trust, as well as any other parties the Employer or Retirement Board of Authority has engaged to provide related services pursuant to a written agreement; (h) to withdraw from the Trust compensation and expenses payable to the Trustee in such amounts as are agreed to between Employer and the Trustee under any written administrative service agreement or other similar arrangement; and (i) to execute and deliver all documents and instruments necessary for the administration of the Trust on behalf of the Trust. (j) the Trustee may cause any or all of the assets of the Trust to be commingled, to the extent such investment and the issuance thereof would be exempt under the provisions of Sections 2(a)(36), 3(b)(1) or 3(c)(11) of the Investment Company Act of 1940 or Section 3(a)(2) of the Securities Act of 1933, with the assets of trusts created by others, causing such money to be invested as part of a common and/or collective trust fund.

General Powers of Trustee. In addition to the specific powers and duties of the Trustee set forth in Articles III, IV and V, the Trustee shall have the following powers: (a) to hold assets on behalf of the Trust in the name of Trustee for the benefit of the Trust; (b) to invest, reinvest, sell and hold all assets of the Trust Account through an authorized asset custodian, or to undertake or direct the any designated Investment Manager or any delegated custodian, as applicable, to invest, reinvest, sell and hold assets of the Trust in a similar manner to the extent necessary to allow an authorized Plan Administrator to make a withdrawal from the Trust FundAccount under circumstances and procedures set forth within the Trust; (c) to arbitrate, defend, enforce, release or settle any claim of or against the Trust; (d) to the extent that the duty to vote proxies for securities held by the Trust is not delegated to the Investment Manager, to vote, in person or by proxy, upon all securities held by the Trust; (e) to the extent advised by the Investment Manager and/or as consistent with the Investment Policy Statement, to exercise, buy or sell subscription and conversion rights and participate on behalf of securities held by the Trust in reorganizations, recapitalizations, consolidations, mergers, exchanges, foreclosures, liquidations and creditors' and bondholders' agreements; (f) to do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, provided that such actions or proceedings are not inconsistent with the terms of this Trust; (g) to employ and pay from the assets of the Trust reasonable compensation to agents, investment counsel and attorneys, accountants, or other similar parties, including any person, partnership, corporation or other entity with which the Trustee may be associated, for purposes that the Trustee determines to be necessary for the administration of the Trust, as well as any other parties the Employer or Retirement Board of Authority has engaged to provide related services pursuant to a written agreement; (h) to withdraw from the Trust compensation and expenses payable to the Trustee in such amounts as are agreed to between Employer and the Trustee under any written administrative service agreement or other similar arrangement; and (i) to execute and deliver all documents and instruments necessary for the administration of the Trust on behalf of the Trust. (j) ; and the Trustee may cause any or all of the assets of the Trust to be commingled, to the extent such investment and the issuance thereof would be exempt under the provisions of Sections 2(a)(36), 3(b)(1) or 3(c)(11) of the Investment Company Act of 1940 or Section 3(a)(2) of the Securities Act of 1933, with the assets of trusts created by others, causing such money to be invested as part of a common and/or collective trust fund.

General Powers of Trustee. In addition The Trustee shall administer and manage the Position Holder Trust Assets consistent with the terms of the Plan and this Position Holder Trust Agreement, make timely distributions, and not unduly prolong the duration of the Position Holder Trust. Subject to the specific powers express limitations contained in this Position Holder Trust Agreement, including but not limited to Sections 4.2 and duties 7.6 of the Trustee set forth in Articles III, IV and Vthis Agreement, the Trustee shall have have, in addition to any powers conferred by other provisions of this Position Holder Trust Agreement and the Plan, the power to take any and all actions as, in the sole discretion of the Trustee, are necessary or advisable to effectuate the purpose of the Position Holder Trust, including the following powers: (a) To hold (or designate the record holder of) legal title to hold assets on behalf any and all rights of the Position Holder Trust in or arising from the name of Trustee for Position Holder Trust Assets, including, without limitation, legal title to the benefit of Policies and the Trustright to designate the Policy beneficiary; (b) To hire, manage, direct, terminate and pay his own professionals, including but not limited to, general or special Trust counsel or litigation counsel, experts, consultants, accountants, and financial advisors, subject to direct the Investment Manager or any delegated custodian, as applicable, to sell assets of budget approved by the Trust to the extent necessary to allow an authorized Plan Administrator to make a withdrawal from the Trust FundBoard as provided below; (c) To collect and receive any and all money and other property belonging to arbitrate, defend, enforce, release or settle any claim of or against the Position Holder Trust; (d) To prepare, file, assert, commence and prosecute any and all litigation as the Trustee may determine in his reasonable discretion to be of value and benefit to the Position Holder Trust and the Position Holder Trust Beneficiaries; (e) To pay premiums associated with the Position Holder Trust Assets, and as otherwise provided in the Plan and this Position Holder Trust Agreement; (f) To take actions necessary to undertake and comply with the various responsibilities and duties imposed on the Trustee under the Plan; (g) To maintain basic services to be performed by, and servicing standards required of, the Servicing Company under the Servicing Agreement any time that the Servicing Agreement is amended or replaced, or assumed by any successor Servicing Company; (h) To invest or reinvest property held in the General Account and the Dedicated Accounts as provided in Section 3.1(b) and Section 3.2(c) hereof and to cause such investments, or any part thereof, to be registered and held in its name, as Trustee; provided, however, that the Trustee shall have no power to undertake any business or investment activities that would cause the Position Holder Trust to fail to be classified as a liquidating trust for federal income tax purposes pursuant to Section 301.7701-4(d) of the Treasury Regulations, or that would require the Trust to register as an investment company under the investment Company Act of 1940, as amended (the “Investment Company Act”); (i) To engage employees, agents and professional Persons, to assist the Trustee with respect to its responsibilities, and to pay compensation and other expenses as required or permitted by the Plan or this Agreement; (j) To file or cause to be filed all required federal, state, local and foreign tax filings of the Position Holder Trust, make tax elections, if any, available to the Position Holder Trust under federal, state, local or foreign law, and prepare applications for rulings or other administrative determinations from federal, state, local and foreign tax authorities as may be reasonably necessary to determine the tax liabilities of the Position Holder Trust or the Position Holder Trust Beneficiaries; (k) To obtain insurance coverage with respect to its liabilities and obligations as Trustee, and the liabilities and obligations of the members of the Trust Board, under this Position Holder Trust Agreement (in the form of an errors and omissions policy or otherwise); (l) To exercise such other powers as may be vested in or assumed by the Trustee pursuant to the Position Holder Trust Agreement and applicable law as may be necessary and desirable to carry out the provisions of the Plan, this Position Holder Trust Agreement and applicable law; (m) To accept conveyances of Recovered Assets and register the issuance of Position Holder Trust Interests in exchange therefor as provided in Section 1.2(c); and (n) To engage an Affiliate of the Trustee, or any partnership, corporation, trust, or other entity in which the Trustee may have an interest, to the same extent and manner and for the same trust purposes as herein provided in respect of transactions with disinterested parties, except to the extent that the duty to vote proxies for securities held by the Texas Trust is not delegated to the Investment ManagerCode or its successor statute, to voteor any other applicable law, may expressly prohibit Settlor from authorizing any corporate Trustee serving hereunder from engaging in person or by proxy, upon all securities held by the Trust; (e) to the extent advised by the Investment Manager consistent with the Investment Policy Statement, to exercise, buy or sell subscription and conversion rights and participate on behalf of securities held by the Trust in reorganizations, recapitalizations, consolidations, mergers, exchanges, foreclosures, liquidations and creditors' and bondholders' agreements; (f) to do all any such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, provided that such actions or proceedings are not inconsistent with the terms transaction. The provisions of this Trust; (g) to employ and pay from the assets of the Trust reasonable compensation to agents, investment counsel and attorneys, accountants, or other similar parties, including any person, partnership, corporation or other entity with which the paragraph are made in full realization that said Trustee may be associateda partner, for purposes that the officer, director, member, or stockholder in any such entity and no principle or rule relating to self-dealing or divided loyalty shall be applied to any act of said Trustee, but said Trustee determines to shall be necessary for the administration of the Trust, as well as any other parties the Employer or Retirement Board of Authority has engaged to provide related services pursuant to a written agreement; (h) to withdraw from the Trust compensation and expenses payable held to the Trustee same standard of liability in respect of such amounts transactions as are agreed to between Employer and the Trustee under any written administrative service agreement or other similar arrangement; and (i) to execute and deliver all documents and instruments necessary for the administration in respect of the Trust on behalf of the Trusttransactions with disinterested Persons. (j) the Trustee may cause any or all of the assets of the Trust to be commingled, to the extent such investment and the issuance thereof would be exempt under the provisions of Sections 2(a)(36), 3(b)(1) or 3(c)(11) of the Investment Company Act of 1940 or Section 3(a)(2) of the Securities Act of 1933, with the assets of trusts created by others, causing such money to be invested as part of a common and/or collective trust fund.