Common use of Powers and Duties of Trustee Clause in Contracts

Powers and Duties of Trustee. In the administration of the Trust, the Trustee shall have the powers and duties set forth in this Article II, in addition to all powers and duties otherwise expressly set forth in this Trust Agreement. Subject to the other provisions of this Agreement, the Trustee is empowered: (a) to invest and reinvest all or any part of Trust units or the Trust, including both principal and income, in securities pursuant to this Agreement; (b) to purchase annuities and hold and retain such contract or contracts as part of the Trust; (c) to invest and reinvest all or any part of the Trust under an insurance contract or contracts that contain provisions relating to a specified rate of return on such investment; (d) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust at such prices, upon such terms and conditions, and in such manner as it shall determine, including the right to surrender an annuity contract or contracts at any time held in the Trust; (e) to exercise, buy, or sell rights of conversion or subscription; (f) to enter into or oppose any plan of consolidation, merger, reorganization, capital readjustment, or liquidation of any corporation or other issuer of securities held hereunder (including any plan for the sale, lease, or mortgage of any of its property or the adjustment or liquidation of any of its indebtedness) and, in connection with any such plan, to enter into any security holders' trust agreement, to deposit securities under such agreement, and to pay assessments or subscriptions from the other assets held hereunder; (g) to retain in cash or in forms of investment otherwise unproductive of income such portion of the Trust as determined by the Sponsor is necessitated by the cash requirements of the Trust; provided, however, that, to the maximum extent feasible, such amounts shall be held which are productive of income but are sufficiently liquid to meet such cash requirements; (h) to deposit securities held hereunder in any depository; (i) to transfer to and invest all or any part of the Trust in any collective investment trust which constitutes an exempt trust within the meaning of the Code and which is then maintained by a bank or trust company, or any of its affiliates, when such bank or trust company is acting as Trustee or agent for the Trustee; provided that the instrument establishing such collective investment trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein; provided further, that, to the extent that the Named Fiduciary selects as an investment option the Managed Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans (the "Group Trust"), the Sponsor hereby agrees to the terms of the Group Trust and adopts said terms as a part of this Trust Agreement and acknowledges that it has received from the Trustee a copy of the Group Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the Group Trust, and the Circular for the Managed Income Portfolio; (j) pursuant to the direction of the Administrator, to purchase and sell interests in a registered investment company registered under the Investment Company Act of 1940, including those for which the Trustee or an affiliate of the Trustee serves as investment advisor or sub-advisor and receives compensation from the registered investment company for its services as investment advisor or sub-advisor, provided that the applicable conditions of Department of Labor Transaction Exemption 77-4 are satisfied; and (k) to transfer to and invest all or any part of the Trust in any trust which forms a part of a pension or profit-sharing plan of an Employer or a Related Company qualified under the Code and which constitutes an exempt trust within the meaning of the Code; provided that the instrument establishing such trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein.

Powers and Duties of Trustee. In All investment and disbursement powers over all property held in this Trust shall be vested exclusively in the administration of Trustee. Except as provided in the TrustTrust Agreement to the contrary, the Trustee shall have all the rights, powers and duties set forth in this Article II, in addition to all powers and duties otherwise expressly set forth in this granted trustees under the Texas Trust Agreement. Subject to the other provisions of this Agreement, the Trustee is empowered: (a) to invest and reinvest all or any part of Trust units or the Trust, including both principal and income, in securities pursuant to this Agreement; (b) to purchase annuities and hold and retain such contract or contracts as part of the Trust; (c) to invest and reinvest all or any part of the Trust under an insurance contract or contracts that contain provisions relating to a specified rate of return on such investment; (d) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust at such prices, upon such terms and conditions, and in such manner as it shall determine, including the right to surrender an annuity contract or contracts at any time held in the Trust; (e) to exercise, buy, or sell rights of conversion or subscription; (f) to enter into or oppose any plan of consolidation, merger, reorganization, capital readjustment, or liquidation of any corporation or other issuer of securities held hereunder (including any plan for the sale, lease, or mortgage of any of its property or the adjustment or liquidation of any of its indebtedness) and, in connection with any such plan, to enter into any security holders' trust agreement, to deposit securities under such agreement, and to pay assessments or subscriptions from the other assets held hereunder; (g) to retain in cash or in forms of investment otherwise unproductive of income such portion of the Trust as determined by the Sponsor is necessitated by the cash requirements of the Trust; provided, however, that, to the maximum extent feasible, such amounts shall be held which are productive of income but are sufficiently liquid to meet such cash requirements; (h) to deposit securities held hereunder in any depository; (i) to transfer to and invest all or any part of the Trust in any collective investment trust which constitutes an exempt trust within the meaning of the Code and which is then maintained by a bank or trust company, or any of its affiliates, when such bank or trust company is acting as Trustee or agent for the Trustee; provided that the instrument establishing such collective investment trustCode, as amended from time to time, and shall govern any investment therein, have the power and is hereby made a part authority to perform every act necessary or appropriate to carry out the terms of this Trust Agreement to the maximum extent permitted by law, including, without limitation, the following: (a) The receipt of contributions or funding under the Agreement; (b) To hold, manage, invest, reinvest, sell and exchange all property of the Trust, together with any additional property which may from time to time be transferred to the Trustee as if fully set forth hereinherein provided; provided furtherto collect, thatinvest and reinvest any and all income resulting from all such Trust property; to accumulate and distribute the income and principal of the Trust in accordance with this Trust Agreement, after deducting expenses properly payable from trust income; (c) The entering into and performance of any agreement; (d) Subject to the provisions of Section 3 hereof, the undertaking of any legal action, whether as plaintiff or defendant, on behalf of the Trust; (e) The employment of any person, including attorneys, accountants, investment managers and agents, to advise and assist Trustee in the extent that performance of its duties; (f) The execution and delivery of all instruments necessary or appropriate to accomplishing or facilitating the Named Fiduciary selects as an investment option exercise of Trustee's powers; (g) To release, in the Managed Income Portfolio discretion of Trustee, any fiduciary power at any time, in whole or in part, temporarily or permanently, whenever Trustee may deem it advisable, by acknowledged instrument; (h) To keep any and all securities or other assets of the Fidelity Group Trust in the name of some other person or entity with a power of attorney for Employee Benefit Plans the transfer attached or in bearer or Federal Reserve Book Entry form or in the name of Trustee without disclosing the fiduciary capacity of Trustee; (the "Group Trust")i) To vote, the Sponsor hereby agrees to the terms either in person or by proxy, any share of stock held as part of the Group Trust and adopts said terms as a part of this Trust Agreement and acknowledges that it has received from the Trustee a copy assets of the Group Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the Group Trust, and the Circular for the Managed Income Portfolio; (j) pursuant to To invest and reinvest Trust property and the direction of the Administrator, to purchase and sell interests income therefrom in a registered investment company registered under the Investment Company Act of 1940, including those for money market fund or other mutual fund from which the Trustee or an affiliate of the Trustee serves may receive advisory fees or other remuneration; (k) To hold cash uninvested at any time and in any amount pending investment pursuant to the terms of this Trust Agreement. When Trustee acts in good faith, Trustee, in all matters pertaining to Trustee's management and investment of the Trust, may rely upon any notice, resolution, instruction, direction, order, certificate, opinion, letter, telegram or other document believed by Trustee to be genuine, to have been signed by a proper representative of the Participant or beneficiary, Company or any investment manager or third party recordkeeper, if one is appointed, and to be the act of the Participant or beneficiary, Company or the investment manager or third party recordkeeper, as the case may be. Trustee may accept any certificate or other instrument duly signed by a proper representative of the Participant or beneficiary, Company or the investment advisor manager or sub-advisor and receives compensation from third party recordkeeper, if one is appointed which purports to evidence an instruction, direction or order of the registered Participant or beneficiary, Company, the investment company for its services manager or third party recordkeeper, as investment advisor or sub-advisorthe case may be, provided that the applicable conditions of Department of Labor Transaction Exemption 77-4 are satisfiedas conclusive evidence thereof; and (kl) Any person dealing in good faith with Trustee or in good faith assisting Trustee in conducting a transaction shall be entitled to transfer rely without inquiry upon the representation that Trustee has the power Trustee purports to exercise and invest all has exercised such power in accordance with the provisions of this Trust Agreement, and in such event such person shall not be responsible for the application of money or any part of the Trust in any trust which forms a part of a pension property paid or profit-sharing plan of an Employer or a Related Company qualified under the Code and which constitutes an exempt trust within the meaning of the Code; provided that the instrument establishing such trust, as amended delivered to Trustee. Trustee may solicit from time to timetime from Company and take into account in Trustee's sole discretion, an investment objective or objectives of the Company, in managing the investments of the Trust. [With respect to the holding of any life insurance policy or separate account, variable annuity or mutual fund generally described in Appendix II to this Trust Agreement, the Company shall govern have the right to select any investment thereinone or more life insurance carriers as the issuer or manager of such holdings, and is hereby made a part of this Trust Agreement as if fully set forth hereindirect the Trustee to accept such holdings for the Trust.]

Powers and Duties of Trustee. In All investment and disbursement powers over all property held in this Trust shall be vested exclusively in the administration of Trustee. Except as provided in this Trust Agreement to the Trustcontrary, the Trustee shall have all the rights, powers and duties set forth in this Article II, in addition to all powers and duties otherwise expressly set forth in this granted trustees under the Texas Trust Agreement. Subject to the other provisions of this Agreement, the Trustee is empowered: (a) to invest and reinvest all or any part of Trust units or the Trust, including both principal and income, in securities pursuant to this Agreement; (b) to purchase annuities and hold and retain such contract or contracts as part of the Trust; (c) to invest and reinvest all or any part of the Trust under an insurance contract or contracts that contain provisions relating to a specified rate of return on such investment; (d) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust at such prices, upon such terms and conditions, and in such manner as it shall determine, including the right to surrender an annuity contract or contracts at any time held in the Trust; (e) to exercise, buy, or sell rights of conversion or subscription; (f) to enter into or oppose any plan of consolidation, merger, reorganization, capital readjustment, or liquidation of any corporation or other issuer of securities held hereunder (including any plan for the sale, lease, or mortgage of any of its property or the adjustment or liquidation of any of its indebtedness) and, in connection with any such plan, to enter into any security holders' trust agreement, to deposit securities under such agreement, and to pay assessments or subscriptions from the other assets held hereunder; (g) to retain in cash or in forms of investment otherwise unproductive of income such portion of the Trust as determined by the Sponsor is necessitated by the cash requirements of the Trust; provided, however, that, to the maximum extent feasible, such amounts shall be held which are productive of income but are sufficiently liquid to meet such cash requirements; (h) to deposit securities held hereunder in any depository; (i) to transfer to and invest all or any part of the Trust in any collective investment trust which constitutes an exempt trust within the meaning of the Code and which is then maintained by a bank or trust company, or any of its affiliates, when such bank or trust company is acting as Trustee or agent for the Trustee; provided that the instrument establishing such collective investment trustCode, as amended from time to time, and shall govern any investment therein, have the power and is hereby made a part authority to perform every act necessary or appropriate to carry out the terms of this Trust Agreement to the maximum extent permitted by law, including, without limitation, the following: (a) The receipt of contributions or funding under the Plan; (b) To hold, manage, invest, reinvest, sell and exchange all property of the Trust, together with any additional property which may from time to time be transferred to the Trustee as if fully set forth hereinherein provided; provided furtherto collect, thatinvest and reinvest any and all income resulting from all such Trust property; to accumulate and distribute the income and principal of the Trust in accordance with this Trust Agreement, after deducting expenses properly payable from trust income; (c) The entering into and performance of any agreement; (d) Subject to the provisions of Section 3 above, the undertaking of any legal action, whether as plaintiff or defendant, on behalf of the Trust; (e) The employment of any person, including attorneys, accountants, investment managers and agents, to advise and assist Trustee in the extent that performance of its duties; (f) The execution and delivery of all instruments necessary or appropriate to accomplishing or facilitating the Named Fiduciary selects as an investment option exercise of Trustee's powers; (g) To release, in the Managed Income Portfolio discretion of Trustee, any fiduciary power at any time, in whole or in part, temporarily or permanently, whenever Trustee may deem it advisable, by acknowledged instrument; (h) To keep any and all securities or other assets of the Fidelity Group Trust in the name of some other person or entity with a power of attorney for Employee Benefit Plans the transfer attached or in bearer or Federal Reserve Book Entry form or in the name of Trustee without disclosing the fiduciary capacity of Trustee; (the "Group Trust")i) To vote, the Sponsor hereby agrees to the terms either in person or by proxy, any share of stock held as part of the Group Trust and adopts said terms as a part of this Trust Agreement and acknowledges that it has received from the Trustee a copy assets of the Group Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the Group Trust, and the Circular for the Managed Income Portfolio; (j) pursuant to To invest and reinvest Trust property and the direction of the Administrator, to purchase and sell interests income therefrom in a registered investment company registered under the Investment Company Act of 1940, including those for money market fund or other mutual fund from which the Trustee or an affiliate of the Trustee serves as may receive advisory fees or other remuneration; (k) To hold cash uninvested at any time and in any amount pending investment advisor or sub-advisor and receives compensation from pursuant to the registered investment company for its services as investment advisor or sub-advisor, provided that the applicable conditions terms of Department of Labor Transaction Exemption 77-4 are satisfiedthis Trust Agreement; and (kl) To invest in and hold life insurance policies and contracts on the life or lives of any of the Participants, whether on a group or individual basis, with a carrier or carriers who are qualified and authorized to transfer do such business, as well as variable annuities, mutual funds and separate accounts sponsored or managed by the designated life insurance carrier(s), of the type approved or designated by the Company. When Trustee acts in good faith, Trustee, in all matters pertaining to Trustee's management and invest all investment of the Trust, may rely upon any notice, resolution, instruction, direction, order, certificate, opinion, letter, telegram or other document believed by Trustee to be genuine, to have been signed by a proper representative of the Participant or beneficiary, Company or any part investment manager or third party recordkeeper, if one is appointed, and to be the act of the Trust in Participant or beneficiary, Company or the investment manager or third party recordkeeper, as the case may be. Trustee may accept any trust which forms certificate or other instrument duly signed by a part of a pension or profit-sharing plan of an Employer or a Related Company qualified under the Code and which constitutes an exempt trust within the meaning proper representative of the Code; provided that Participant or beneficiary, Company or the instrument establishing such trustinvestment manager or third party recordkeeper, if one is appointed which purports to evidence an instruction, direction or order of the Participant or beneficiary, Company, the investment manager or third party recordkeeper, as amended the case may be, as conclusive evidence thereof. Any person dealing in good faith with Trustee or in good faith assisting Trustee in conducting a transaction shall be entitled to rely without inquiry upon the representation that Trustee has the power Trustee purports to exercise and has exercised such power in accordance with the provisions of this Trust Agreement, and in such event such person shall not be responsible for the application of money or property paid or delivered to Trustee. In holding, investing and managing the investments and assets of the Trust, Trustee shall take into account, any investment objectives and guidelines prescribed by the Company from time to time. Until further notice, the initial investment objectives and guidelines of the Company for the Plan and Trust are set forth in Appendix II to this Trust Agreement. With respect to the holding of any life insurance policy or separate account, variable annuity or mutual fund generally described in Appendix II to this Trust Agreement, the Company shall govern have the right to select any investment thereinone or more life insurance carriers as the issuer or manager of such holdings, and is hereby made a part of this Trust Agreement as if fully set forth hereindirect the Trustee to accept such holdings for the Trust.

Powers and Duties of Trustee. In the administration of the Trust, the Trustee shall have the powers and duties set forth in this Article II, in addition to all powers and duties otherwise expressly set forth in this Trust Agreement. Subject to the other provisions of this Agreement, the Trustee is empowered:; (a) to To invest and reinvest all or any part of Trust trust units or the Trusttrust, including both principal and income, in securities pursuant to this Agreementagreement; (b) to purchase annuities and hold and retain such contract or contracts as part of the Trust; (c) to invest and reinvest all or any part of the Trust under an insurance contract or contracts that contain provisions relating to a specified rate of return on such investment; (d) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust at such prices, upon such terms and conditions, and in such manner as it shall determine, including the right to surrender an annuity contract or contracts at any time held in the Trust; (e) to exercise, buy, or sell rights of conversion or subscription; (f) to enter into or oppose any plan of consolidation, merger, reorganization, capital readjustment, or liquidation of any corporation or other issuer of securities held hereunder (including any plan for the sale, lease, or mortgage of any of its property or the adjustment or liquidation of any of its indebtedness) and, in connection with any such plan, to enter into any security holders' trust agreement, to deposit securities under such agreement, and to pay assessments or subscriptions from the other assets held hereunder; (g) to retain in cash or in forms of investment otherwise unproductive of income such portion of the Trust as determined by the Sponsor is necessitated by the cash requirements of the Trust; provided, however, that, to the maximum extent feasible, such amounts shall be held which are productive of income but are sufficiently liquid to meet such cash requirements; (h) to deposit securities held hereunder in any depository; (i) to transfer to and invest all or any part of the Trust in any collective investment trust which constitutes an exempt trust within the meaning of the Code code and which is then maintained by a bank or trust company, or any of its affiliates, when such bank or trust company is acting as Trustee or agent for the Trustee; provided that the instrument establishing such collective investment trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein; provided further, that, to the extent that the Named Fiduciary selects as an investment option the Managed Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans (the "Group Trust"), the Sponsor hereby agrees to the terms of the Group Trust and adopts said terms as a part of this Trust Agreement and acknowledges that it has received from the Trustee a copy of the Group Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the Group Trust, and the Circular for the Managed Income Portfolio; (j) pursuant to the direction of the Administrator, to purchase and sell interests in a registered investment company registered under the Investment Company Act of 1940, including those for which the Trustee or an affiliate of the Trustee serves as investment advisor or sub-advisor and receives compensation from the registered investment company for its services as investment advisor or sub-advisor, provided that the applicable conditions of Department of Labor Transaction Exemption 77-4 are satisfied; and (k) to transfer to and invest all or any part of the Trust in any trust which forms a part of a pension or profit-sharing plan of an Employer or a Related Company qualified under the Code and which constitutes an exempt trust within the meaning of the Code; provided that the instrument establishing such trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein.

Powers and Duties of Trustee. In the administration of the Trust, the Trustee shall have the powers and duties set forth in this Article II, in addition to all powers and duties otherwise expressly set forth in this Trust Agreement. Subject to the other provisions of this Agreement, the Trustee is empowered: (a) to invest and reinvest all or any part of Trust units or the Trust, including both principal and income, in securities pursuant to this Agreement; (b) to purchase annuities and hold and retain such contract or contracts as part of the Trust; (c) to invest and reinvest all or any part of the Trust under an insurance contract or contracts that contain provisions relating to a specified rate of return on such investment; (d) to sell, lease, exchange, or otherwise dispose of all or any part of the Trust at such prices, upon such terms and conditions, and in such manner as it shall determine, including the right to surrender an annuity contract or contracts at any time held in the Trust; (e) to exercise, buy, or sell rights of conversion or subscription; (f) to enter into or oppose any plan of consolidation, merger, reorganization, capital readjustment, or liquidation of any corporation or other issuer of securities held hereunder (including any plan for the sale, lease, or mortgage of any of its property or the adjustment or liquidation of any of its indebtedness) and, in connection with any such plan, to enter into any security holders' trust agreement, to deposit securities under such agreement, and to pay assessments or subscriptions from the other assets held hereunder; (g) to retain in cash or in forms of investment otherwise unproductive of income such portion of the Trust as determined by the Sponsor is necessitated by the cash requirements of the Trust; provided, however, that, to the maximum extent feasible, such amounts shall be held which are productive of income but are sufficiently liquid to meet such cash requirements; (h) to deposit securities held hereunder in any depository; (i) to transfer to and invest all or any part of the Trust in any collective investment trust which constitutes an exempt trust within the meaning of the Code and which is then maintained by a bank or trust company, or any of its affiliates, when such bank or trust company is acting as Trustee or agent for the Trustee; provided that the instrument establishing such collective investment trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein; provided further, that, to the extent that the Named Fiduciary selects as an investment option the Managed Income Portfolio of the Fidelity Group Trust for Employee Benefit Plans (the "Group Trust"), the Sponsor hereby agrees to the terms of the Group Trust and adopts said terms as a part of this Trust Agreement and acknowledges that it has received from the Trustee a copy of the Group Trust, the Declaration of Separate Fund for the Managed Income Portfolio of the Group Trust, and the Circular for the Managed Income Portfolio; (j) pursuant to the direction of the Administrator, to purchase and sell interests in a registered investment company registered under the Investment Company Act of 1940, including those for which the Trustee or an affiliate of the Trustee serves as investment advisor or sub-advisor and receives compensation from the registered investment company for its services as investment advisor or sub-advisor, provided that the applicable conditions of Department of Labor Transaction Exemption 77-4 are satisfied; and (k) to transfer to and invest all or any part of the Trust in any trust which forms a part of a pension or profit-sharing plan of an Employer or a Related Company qualified under the Code and which constitutes an exempt trust within the meaning of the Code; provided that the instrument establishing such trust, as amended from time to time, shall govern any investment therein, and is hereby made a part of this Trust Agreement as if fully set forth herein.