Common use of Powers and Duties of the Trustee Clause in Contracts

Powers and Duties of the Trustee. SECTION 5.1. In addition to the powers and discretions conferred upon the Trustee by any other provision of this Agreement, but subject to the provisions of Article 4 hereof, the Trustee shall have all the usual powers conferred by law on trustees and shall also have the following express powers with respect to the Trust Fund: a. To retain, to exchange for any other property, to sell in any manner and at any time, to divide, subdivide, partition, mortgage, improve, alter, remodel, repair, and develop in any manner any property, real or personal, to lease such property for any period of time, and to grant options to sell or lease any such property, without regard to restrictions and without the approval of any court. b. As directed by the Committee, to vote stock held by the Trust Fund personally or by proxy, and to delegate the Trustee's voting powers with respect to such stock to such proxy. c. To exercise subscription, conversion, and other rights and options as directed by the Committee, and to make payments form the Trust Fund in connection therewith. d. At the direction of the Committee, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust Fund, and in connection therewith to delegate its discretionary powers and to pay assessments, subscriptions, and other charges from the Trust Fund. e. In any manner, and to any extent, to waive, modify, reduce, compromise, release, settle, and extend the time of payment of any claim of whatsoever nature in favor of or against the Trustee or all or any part of the Trust Fund. f. At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan. g. Notwithstanding any language in the Trust instrument, neither the Committee nor the Trustee on behalf of the Trust shall have power to start, to enter into or otherwise engage in any business enterprise, or to continue to operate any business enterprise, that becomes part of the Trust estate, if such activity constitutes "carrying on business" as referred to in Section 301.7701-2 of the procedure and administration regulations. h. The Trustee is expressly authorized to the fullest extent permitted by law to (i) retain the services of U.S. Bancorp Xxxxx Xxxxxxx Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the "Affiliated Entities"), to provide services to assist in or facilitate the purchase or sale of investment securities in the Trust, (ii) acquire as assets of the Trust shares of mutual funds to which Affiliated Entities provides, for a fee, services in any capacity and (iii) acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and/or such mutual funds at such Affiliated Entities' standard or published rates without offset (unless required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii) retain any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchased or are purchasing or selling a security for its own account. In the event the Trustee is directed by a Directing Party (as defined in Section 3.1(d) of this Agreement), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner described above. SECTION 5.2. The Trustee shall have no duties whatsoever except as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. SECTION 5.3. If there is more than one Trustee, the action of all of the Trustees at the time acting hereunder, and any instrument executed by all of the Trustees, shall be considered the action or instrument of the Trustee. Such action may be taken at a meeting or in writing without a meeting, and the Trustees may authorize any one or more of them to perform routine functions, to sign routine papers, and to perform established or customary administrative and ministerial functions.

Powers and Duties of the Trustee. SECTION 5.1. In addition to the powers and discretions conferred upon the Trustee by any other provision of this Agreement, but subject to the provisions of Article 4 hereof, the Trustee shall have all the usual powers conferred by law on trustees and shall also have the following express powers with respect to the Trust Fund: a. To retain, to exchange for any other property, to sell in any manner and at any time, to divide, subdivide, partition, mortgage, improve, alter, remodel, repair, and develop in any manner any property, real or personal, to lease such property for any period of time, and to grant options to sell or lease any such property, without regard to restrictions and without the approval of any court. b. As directed by the Committee, to vote stock held by the Trust Fund personally or by proxy, and to delegate the Trustee's voting powers with respect to such stock to such proxy. c. To exercise subscription, conversion, and other rights and options as directed by the Committee, and to make payments form the Trust Fund in connection therewith. d. At the direction of the Committee, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust Fund, and in connection therewith to delegate its discretionary powers and to pay assessments, subscriptions, and other charges from the Trust Fund. e. In any manner, and to any extent, to waive, modify, reduce, compromise, release, settle, and extend the time of payment of any claim of whatsoever nature in favor of or against the Trustee or all or any part of the Trust Fund. f. At the direction of the Committee, to borrow money from any person (including, but not limited to, TCF Financial, its successors, assigns or affiliates) and to pledge assets of the Trust Fund as security for repayment of any such loan. Any money which is borrowed by the Trustee at the direction of the Committee for the purpose of purchasing investments directed by a participant shall be repaid only from the assets of such participant's account and the Trustee shall pledge only the assets of such participant's account as collateral for the loan. For the purposes of Section 2.3, loan repayments shall be deemed to be expenses incurred in connection with the making and administering of Trust investments. g. Notwithstanding any language in the Trust instrument, neither the Committee nor the Trustee on behalf of the Trust shall have power to start, to enter into or otherwise engage in any business enterprise, or to continue to operate any business enterprise, that becomes part of the Trust estate, if such activity constitutes "carrying on business" as referred to in Section 301.7701-2 of the procedure and administration regulations. h. The Trustee is expressly authorized to the fullest extent permitted by law to (i) retain the services of U.S. Bancorp Xxxxx Xxxxxxx Inc. and/or U.S. Bancorp Investments, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer organization hereafter affiliated with U.S. Bank National Association, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the "Affiliated Entities"), to provide services to assist in or facilitate the purchase or sale of investment securities in the Trust, (ii) acquire as assets of the Trust shares of mutual funds to which Affiliated Entities provides, for a fee, services in any capacity and (iii) acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and/or such mutual funds at such Affiliated Entities' standard or published rates without offset (unless required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii) retain any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchased or are purchasing or selling a security for its own account. In the event the Trustee is directed by a Directing Party (as defined in Section 3.1(d) of this Agreement), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner described above. SECTION 5.2. The Trustee shall have no duties whatsoever except as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. SECTION 5.3. If there is more than one Trustee, the action of all of the Trustees at the time acting hereunder, and any instrument executed by all of the Trustees, shall be considered the action or instrument of the Trustee. Such action may be taken at a meeting or in writing without a meeting, and the Trustees may authorize any one or more of them to perform routine functions, to sign routine papers, and to perform established or customary administrative and ministerial functions.

Powers and Duties of the Trustee. SECTION Section 5.1. In addition to the powers and discretions duties conferred upon the Trustee by any other provision of this Agreement, but subject to the provisions of Article 4 hereof, the Trustee shall will have all the usual powers conferred by law on trustees and shall will also have the following express powers with respect to the Trust Fund: a. To retain, to exchange for any other property, to sell in any manner and at any time, to divide, subdivide, partition, mortgage, improve, alter, remodel, repair, and develop in any manner any property, real or personal, to lease such property for any period of time, and to grant options to sell or lease any such property, without regard to restrictions and without the approval of any court. b. As directed by the Committee, to vote stock held by the Trust Fund personally or by proxy, and to delegate the Trustee's ’s voting powers with respect to such stock to such proxy. c. To exercise subscription, conversion, and other rights and options as directed by the Committee, and to make payments form the Trust Fund in connection therewith. d. At the direction of the Committee, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust Fund, and in connection therewith to delegate its discretionary powers and to pay assessments, subscriptions, and other charges from the Trust Fund. e. In any manner, and to any extent, to waive, modify, reduce, compromise, release, settle, and extend the time of payment of any claim of whatsoever nature in favor of or against the Trustee or all or any part of the Trust Fund. f. At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan. g. Notwithstanding any language powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee will not have any power that could result in the Trust instrument, neither being classified as a business entity such as a corporation or partnership within the Committee nor the Trustee on behalf meaning of the Trust shall have power to start, to enter into or otherwise engage in any business enterprise, or to continue to operate any business enterprise, that becomes part of the Trust estate, if such activity constitutes "carrying on business" as referred to in Section 301.7701-2 of the procedure Procedure and administration regulationsAdministrative Regulations promulgated pursuant to the Code. h. The Trustee is expressly authorized to the fullest extent permitted by law to (i) retain the engage in any transaction with, or acquire services of U.S. Bancorp Xxxxx Xxxxxxx Inc. and/or U.S. Bancorp Investmentsfrom, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer an organization hereafter affiliated with U.S. Bank National Associationthe Trustee, including any department or division of the Trustee, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the "“Affiliated Entities")”, to provide services to assist in or facilitate the purchase or sale of investment securities in the Trust, (ii) acquire as assets of the Trust shares of mutual funds to which Affiliated Entities providesprovide, for a fee, services in any capacity and (iii) acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and/or such mutual funds at such Affiliated Entities' ’ standard or published rates without offset (unless required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii) retain any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchased or are purchasing or selling a security for its own account. i. The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by TCF Financial. In All rights associated with assets of the event Trust will be exercised by the Trustee or the person designated by the Trustee and will in no event be exercisable by or rest with Plan participants. TCF Financial will have the right, at any time and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. The right is directed exercisable by TCF Financial in a Directing Party non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. j. Permissible investments under this Agreement include investments administered, advised, custodied, issued, offered, sponsored, underwritten, supported by the credit of, or other serviced by the Trustee or by an affiliate of the Trustee, including but not limited to deposit accounts, certificates of deposit, securities, obligations, mutual fund shares, and common trust funds (as defined in Section 3.1(d) which case the relevant declarations of trust from any such common trust fund will constitute part of this Agreement), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner described above. SECTION Section 5.2. The Trustee shall will have no duties whatsoever except as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. SECTION Section 5.3. If there The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is more than one Trusteeheld as an asset of the Trust, the action of all Trustee shall have no power to name a beneficiary of the Trustees at policy other than the time acting hereunderTrust, and any instrument executed by all to assign the policy (as distinct from conversion of the Trusteespolicy to a different from) other than to a successor trustee, shall be considered or to loan to any person the action or instrument proceeds of the Trustee. Such action may be taken at a meeting or in writing without a meeting, and the Trustees may authorize any one or more of them to perform routine functions, to sign routine papers, and to perform established or customary administrative and ministerial functionsborrowing against such policy.

Powers and Duties of the Trustee. SECTION Section 5.1. In addition to the powers and discretions duties conferred upon the Trustee by any other provision of this Agreement, but subject to the provisions of Article 4 hereof, the Trustee shall will have all the usual powers conferred by law on trustees and shall will also have the following express powers with respect to the Trust Fund: a. To retain, to exchange for any other property, to sell in any manner and at any time, to divide, subdivide, partition, mortgage, improve, alter, remodel, repair, and develop in any manner any property, real or personal, to lease such property for any period of time, and to grant options to sell or lease any such property, without regard to restrictions and without the approval of any court. b. As directed by the Committee, to vote stock held by the Trust Fund personally or by proxy, and to delegate the Trustee's ’s voting powers with respect to such stock to such proxy. c. To exercise subscription, conversion, and other rights and options as directed by the Committee, and to make payments form from the Trust Fund in connection therewith. d. At the direction of the Committee, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing, and any other plan or change affecting any property constituting a part of the Trust Fund, and in connection therewith to delegate its discretionary powers and to pay assessments, subscriptions, and other charges from the Trust Fund. e. In any manner, and to any extent, to waive, modify, reduce, compromise, release, settle, and extend the time of payment of any claim of whatsoever nature in favor of or against the Trustee or all or any part of the Trust Fund. f. At the direction of the Committee, to borrow money from any person and to pledge assets of the Trust Fund as security for repayment of any such loan. g. Notwithstanding any language powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee will not have any power that could result in the Trust instrument, neither being classified as a business entity such as a corporation or partnership within the Committee nor the Trustee on behalf meaning of the Trust shall have power to start, to enter into or otherwise engage in any business enterprise, or to continue to operate any business enterprise, that becomes part of the Trust estate, if such activity constitutes "carrying on business" as referred to in Section 301.7701-2 of the procedure Procedure and administration regulationsAdministrative Regulations promulgated pursuant to the Code. h. The Trustee is expressly authorized to the fullest extent permitted by law to (i) retain the engage in any transaction with, or acquire services of U.S. Bancorp Xxxxx Xxxxxxx Inc. and/or U.S. Bancorp Investmentsfrom, Inc., each being affiliates of U.S. Bank National Association, and/or any other registered broker-dealer an organization hereafter affiliated with U.S. Bank National Associationthe Trustee, including any department or division of the Trustee, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the "“Affiliated Entities")”, to provide services to assist in or facilitate the purchase or sale of investment securities in the Trust, (ii) acquire as assets of the Trust shares of mutual funds to which Affiliated Entities providesprovide, for a fee, services in any capacity and (iii) acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges for example) pay management fees, transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and/or such mutual funds at such Affiliated Entities' ’ standard or published rates without offset (unless required by law) from any fees charged by the Trustee for its services as Trustee. The Trustee may also deal directly with the Affiliated Entities regardless of the capacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in such transaction. Each of the Affiliated Entities is authorized to (i) effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii) retain any transactional fees related thereto, consistent with Section 11(a)(1) of the Securities Exchange Act of 1934, as amended, and related Rule 11a2-2(T). Included specifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchased or are purchasing or selling a security for its own account. i. The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by TCF Financial. In All rights associated with assets of the event Trust will be exercised by the Trustee or the person designated by the Trustee and will in no event be exercisable by or rest with Plan participants. TCF Financial will have the right, at any time and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. The right is directed exercisable by TCF Financial in a Directing Party non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. j. Permissible investments under this Agreement include investments administered, advised, custodied, issued, offered, sponsored, underwritten, supported by the credit of, or other serviced by the Trustee or by an affiliate of the Trustee, including but not limited to deposit accounts, certificates of deposit, securities, obligations, mutual fund shares, and common trust funds (as defined in Section 3.1(d) which case the relevant declarations of trust from any such common trust fund will constitute part of this Agreement), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner described above. SECTION . Section 5.2. The Trustee shall will have no duties whatsoever except as are specifically set forth as such in this Agreement, and no implied covenant or obligation will be read into this Agreement against the Trustee. SECTION 5.3. If there is more than one Trustee, the action of all of the Trustees at the time acting hereunder, and any instrument executed by all of the Trustees, shall be considered the action or instrument of the Trustee. Such action may be taken at a meeting or in writing without a meeting, and the Trustees may authorize any one or more of them to perform routine functions, to sign routine papers, and to perform established or customary administrative and ministerial functions.