Common use of Powers of Trustee Clause in Contracts

Powers of Trustee. (a) Until the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange therefor, and until the surrender of any issued and outstanding Trust Certificates for cancellation, the Trustee shall have the right, subject to the provisions of this paragraph hereinafter set forth, to exercise, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of the Company's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the Company's property, the lease or sale of all or any part of its property, for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) In voting the stock held by him hereunder either in person or by his nominees or proxies, the Trustee shall exercise his best judgment to select suitable directors of the Company, and shall otherwise, insofar as he/it may as a stockholder of the Company, take such part or action in respect to the management of its affairs as he/it may deem necessary so as to be kept advised on the affairs of the Company and its management. In voting upon any matter that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that such commission or omission does not amount to willful misconduct on his part and that he/it at all times exercises good faith in such matters.

Powers of Trustee. (a) Until the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange thereforfor such Trust Interests, and until the surrender of any issued and outstanding Trust Certificates for cancellation, the Trustee shall have the right, subject to the provisions of this paragraph hereinafter set forth, to exercise, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of the CompanyNew Frontier's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the CompanyNew Frontier's property, the lease or sale of all or any part of its property, for cash, securities, or other property, and the dissolution of the CompanyNew Frontier, or its consolidation, merger, reorganization, or recapitalization. (b) In voting the stock held by him hereunder either in person or by his nominees or proxies, the Trustee shall exercise his best judgment to select suitable directors of the CompanyNew Frontier, and shall otherwise, insofar as he/it he may as a stockholder of the CompanyNew Frontier, take such part or action in respect to the management of its affairs as he/it he may deem necessary so as to be kept advised on the affairs of the Company New Frontier and its management. In voting upon any matter that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that such commission or omission does not amount to willful misconduct on his part and that he/it he at all times exercises good faith in such matters.

Powers of Trustee. (a) Until the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange therefortherefore, and until the surrender of any issued and outstanding Trust Certificates for cancellation, the Trustee shall have the right, subject to the provisions of this paragraph hereinafter set forth, to exercise, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. , The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of the Company's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, ire and pledging of all or any part of the Company's property, the lease or sale of all or any part of its property, for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) In voting the stock held by him hereunder either in person or by his nominees or proxies, the Trustee shall exercise his best judgment to select suitable directors of the Company, and shall otherwise, insofar as he/it may as a stockholder of the Company, take such part or action in respect to the management of its affairs as he/it may deem necessary so as to be kept advised on the affairs of the Company and its management. In voting upon any matter that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that such commission or omission does not amount to willful misconduct on his part and that he/it at all times exercises good faith in such such. matters.

Powers of Trustee. (a) Until the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange therefor, and until the surrender of any issued and outstanding Trust Certificates for cancellation, the Trustee shall have the right, subject to the provisions of this paragraph hereinafter set forth, to exercise, in person NSC or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of the Company's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the Company's property, the lease or sale of all or any part one of its propertysubsidiaries or affiliates (otherwise than in connection with a disposition pursuant to Paragraph 8), for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) not to be effected. In voting the stock held by him hereunder either in person or by his nominees or proxiesaddition, the Trustee shall exercise his best judgment all voting rights in respect of the Trust Stock in favor of any proposal or action necessary or desirable to select suitable dispose of Trust Stock in accordance with Paragraph 8 hereof. Except as provided in the three immediately preceding sentences, the Trustee shall vote all shares of Trust Stock with respect to all matters, including without limitation the election or removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a unanimous written consent) in the same proportion as all shares of Common Stock (other than Trust Stock) are voted with respect to such matters; provided that, except as provided in the three immediately preceding sentences, from and after the effectiveness of the Merger, the Trustee shall vote all shares of Trust Stock in accordance with the instructions of a majority of the persons who are currently the directors of the Company and their nominees as successors and who shall then be directors of the Company, except that the Trustee shall not vote the Trust Stock in favor of taking or doing any act which violates the Merger Agreement or would violate the CSX/NS Agreement or impede its performance or which if taken or done prior to the consummation of the Merger would have been a violation of the Merger Agreement; and except further that if there shall otherwisebe no such persons qualified to give such instructions hereunder, insofar or if a majority of such persons refuse or fail to give such instructions, then the Trustee shall vote the Trust Stock in its sole discretion, having due regard for the interests of the holders of Trust Certificates as he/it may as a stockholder investors in the stock of the Company, take determined without reference to such part or action holders' interests in respect to railroads other than the management of its affairs as he/it may deem necessary so as to be kept advised on the affairs subsidiaries of the Company and its managementCompany. In exercising its voting upon any matter that may come before him at any stockholders' meetingrights in accordance with this Paragraph 4, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that 18 - 8 - take such commission or omission does not amount to willful misconduct on his part and that he/it actions at all times exercises good faith annual, special or other meetings of stockholders of the Company or in such mattersconnection with any and all consents of shareholders in lieu of a meeting.

Powers of Trustee. Subject to the foregoing provisions and limitations, ----------------- the Trustee is authorized and empowered: (a) Until to sell at public auction or by private contract, redeem, convey, transfer, exchange, pledge, or otherwise realize upon, any securities, investments or other property forming a part of the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange thereforTrust, and until for such purposes may execute such instruments and writings and do such things as it shall deem proper; (b) to keep any or all securities or other property in the surrender name of any issued some other person, nominee, firm or corporation or in its own name without disclosing its fiduciary capacity, but the books and outstanding Trust Certificates for cancellation, records of the Trustee shall have at all times show that all such securities and other property are part of the rightTrust; (c) except as otherwise provided in Sections 7, subject 8 and 9 to the provisions of this paragraph hereinafter set forthextent that the Trustee receives direction from the Administrator or the Plan members, as the case may be, to exercisevote upon any stock, in person bonds or by his nominees other securities of any corporation, association or proxiestrust at any time comprising the Trust, all stockholders' voting rights and powers in respect or otherwise consent to or request any action on the part of all stock deposited hereundersuch corporation, association or trust, and to take part give general or special proxies or powers of attorney, with or without power of substitution, and to exercise any conversion privileges, subscription rights or other options, to participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to such securities; to deposit such stocks or consent other securities in any voting trust, or with any protective or like committee, or with a trustee, or with depositories designated thereby; and generally to exercise any corporate of the powers of an owner with respect to stocks or stockholders' action other securities or property comprising the Trust which the Trustee deems to be for the best interests of any kind whatsoeverthe Trust. The right Trustee will not vote such stock or other securities as to vote shall include which it receives no written directions; (d) when instructed or directed by the right Administrator, to vote borrow money for the election purposes of directorsthis Trust in such amounts and upon such terms and conditions as the Administrator, in its discretion, may approve, and in favor of or against for any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require amount so borrowed to issue the consent promissory note of the Company's stockholders. Without limiting such general rightTrustee and to secure the repayment thereof by pledge, it is understood that such action mortgage, or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging hypothecation of all or any part of the Company's property, property of the lease or sale of all or any part of its property, for cash, securities, or other propertyTrust, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) In voting the stock held by him hereunder either in no person or by his nominees or proxies, loaning money to the Trustee shall exercise his best judgment be bound to select suitable directors see to the application of the Companymoney loaned or to inquire into the validity of any such borrowing; (e) to make, execute, acknowledge and deliver any and all instruments that it shall deem necessary or appropriate to carry out the powers herein granted; (f) to manage, administer, operate, lease for any number of years, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, and shall otherwiseto cause to be formed a corporation or trust to hold title to any such real property with the aforesaid powers, insofar all upon such terms and conditions as he/it may be deemed advisable; (g) to renew or extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable, and to agree to a stockholder reduction in the rate of interest on any mortgage or to any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may be deemed advisable for the protection of the CompanyTrust or the preservation of the value of the investment, to waive any default whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable, to exercise and enforce any and all rights of foreclosure, to bid in property on foreclosure, to take a deed in lieu of foreclosure with or without paying a consideration therefor and in connection therewith to release the obligation on the bond secured by such part mortgage; and to exercise and enforce in any action, suit or action proceedings at law or in equity any rights or remedies in respect to any such mortgage or guarantee; (h) upon express direction by the management of its affairs Administrator or the Investment Manager, as he/it the case may deem necessary so as be, to be kept advised on the affairs transfer all or part of the Company assets of the Trust in accordance with such investment instructions, without restriction, to investments authorized for fiduciaries, including without limitation any common, collective or commingled trust fund maintained by the Trustee (or any other such fund acceptable to the Trustee) that qualifies for exemption from federal income tax pursuant to Revenue Ruling 81-100. Any investment in, and its management. In voting upon any matter terms and conditions of, any such common, collective or commingled trust fund available only to employee trusts which meet the requirements of the Code, or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this Agreement; (i) when instructed or directed by the Administrator, to settle, compromise or submit to arbitration any claims, debts, or damages, due or owing to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings in any court of law or before any other body or tribunal; provided, however, that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The have no obligation to take any legal action for the benefit of the Trust unless it shall have first been indemnified for all expenses in connection therewith, including counsel fees; (j) if applicable, to lend to Plan members such amount or amounts, and upon such terms and conditions, as the Administrator may direct in accordance with the provisions of the Plan; (k) to employ such agents, consultants, custodians, depositories, advisors, and legal counsel as may be reasonably necessary or desirable in the Trustee's judgment in managing and protecting the Trust and, subject to the provisions of Section 14, to pay them reasonable compensation out of the Trust; (l) to cause any securities or other property which may at any time form a part of the Trust to be issued, held or registered in the individual name of the Trustee, howeveror in the name of its nominee (including any custodian employed by the Trustee, shall not be personally liable any nominee of such a custodian, and any depository, clearing corporation or other similar system), or in such form that title will pass by delivery; (m) to transfer any assets of the Trust to a custodian or sub-custodian employed by the Trustee; (n) to pay any of the following expenses or liabilities incurred by the Plan: interest; taxes; transfer fees; and management, accounting, transfer agent and legal fees, including the Trustee's fee and operating expenses of the Plan; and (o) to do all other acts in its judgment necessary or desirable for any action taken pursuant to his vote or any act committed or omitted to be done under the proper administration of the Trust in accordance with the provisions of the Plan and this Agreement, provided that although the power to do such commission acts is not specifically set forth herein. No person dealing with the Trustee shall be required to take any notice of this Agreement, but all persons so dealing shall be protected in treating the Trustee as the absolute owner with full power of disposition of all the monies, securities and other property of the Trust, and all persons dealing with the Trustee are released from inquiry into the decision or omission does not amount authority of the Trustee and from seeing to willful misconduct on his part and that he/it at all times exercises good faith in such mattersthe application of monies, securities or other property paid or delivered to the Trustee.

Powers of Trustee. Subject to the foregoing provisions and limitations, the Trustee is authorized and empowered: (a) Until to sell at public auction or by private contract, redeem, convey, transfer, exchange, pledge, or otherwise realize upon, any securities, investments or other property forming a part of the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange thereforTrust, and until for such purposes may execute such instruments and writings and do such things as it shall deem proper; (b) to keep any or all securities or other property in the surrender name of any issued some other person, nominee, firm or corporation or in its own name without disclosing its fiduciary capacity, but the books and outstanding Trust Certificates for cancellation, records of the Trustee shall have at all times show that all such securities and other property are part of the rightTrust; (c) except as otherwise provided in Sections 7, subject 8 and 9, to the provisions of this paragraph hereinafter set forthextent that the Trustee receives direction from the Co-Trustees or the Plan Participants, as the case may be, to exercisevote upon any stock, in person bonds or by his nominees other securities of any corporation, association or proxiestrust at any time comprising the Trust, all stockholders' voting rights and powers in respect or otherwise consent to or request any action on the part of all stock deposited hereundersuch corporation, association or trust, and to take part give general or special proxies or powers of attorney, with or without power of substitution, and to exercise any conversion privileges, subscription rights or other options, to participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to such securities; to deposit such stocks or consent other securities in any voting trust, or with any protective or like committee, or with a trustee, or with depositories designated thereby; and generally to exercise any corporate of the powers of an owner with respect to stocks or stockholders' action other securities or property comprising the Trust which the Trustee deems to be for the best interests of any kind whatsoeverthe Trust. The right Trustee will not vote such stock or other securities as to vote shall include which it receives no written directions; (d) when instructed or directed by the right Co-Trustees, to vote borrow money for the election purposes of directorsthis Trust in such amounts and upon such terms and conditions as the Co-Trustees, in their discretion, may approve, and in favor of or against for any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require amount so borrowed to issue the consent promissory note of the Company's stockholders. Without limiting such general rightTrustee and to secure the repayment thereof by pledge, it is understood that such action mortgage, or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging hypothecation of all or any part of the Companyproperty of the Trust, and no person loaning money to the Trustee shall be bound to see to the application of the money loaned or to inquire into the validity of any such borrowing; (e) to make, execute, acknowledge and deliver any and all instruments that it shall deem necessary or appropriate to carry out the powers herein granted; (f) to manage, administer, operate, lease for any number of years, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, and to cause to be formed a limited partnership, corporation or trust to hold title to any such real property with the aforesaid powers, all upon such terms and conditions as may be deemed advisable; (g) to renew or extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable, and to agree to a reduction in the rate of interest on any mortgage or to any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may be deemed advisable for the protection of the Trust or the preservation of the value of the investment, to waive any default whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable, to exercise and enforce any and all rights of foreclosure, to bid in property on foreclosure, to take a deed in lieu of foreclosure with or without paying a consideration therefore and in connection therewith to release the obligation on the bond secured by such mortgage; and to exercise and enforce in any action, suit or proceedings at law or in equity any rights or remedies in respect to any such mortgage or guarantee; (h) upon express direction by the Co-Trustees, to transfer assets of the Trust to itself as trustee or to any other trustee of any trust which has been qualified under Section 401(a) and is exempt from tax under Section 501(a) of the Code, and which is maintained by it or such other trustee as a medium for the collective investment of funds of pension, profit-sharing or other employee benefit trusts, in which event such trust shall be deemed to be a part of the Plan, and to withdraw any assets of the Trust so transferred; (i) when instructed or directed by the Co-Trustees, to settle, compromise or submit to arbitration any claims, debts, or damages, due or owing to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings in any court of law or before any other body or tribunal; provided, however, that the Trustee shall have no obligation to take any legal action for the benefit of the Trust unless it shall have been first indemnified for all expenses in connection therewith, including counsel fees; (j) to lend to Plan Participants such amount or amounts, and upon such terms and conditions, as the Administrator may direct in accordance with the provisions of the Plan, if applicable; (k) to employ such agents, consultants, custodians, depositories, advisors, and legal counsel as may be reasonably necessary or desirable in the Trustee's propertyjudgment in managing and protecting the Trust and, subject to the provisions of Section 14, to pay them reasonable compensation out of the Trust; (l) to cause any securities or other property which may at any time form a part of the Trust to be issued, held or registered in the individual name of the Trustee, or in the name of its nominee (including any custodian employed by the Trustee, any nominee of such a custodian, and any depository, clearing corporation or other similar system), or in such form that title will pass by delivery; (m) to enter into stand-by agreements for future investment either with or without a stand-by fee; (n) to transfer any assets of the Trust to a custodian or sub-custodian employed by the Trustee; (o) when directed by the Co-Trustees, to participate in a securities lending program sponsored and administered by the Trustee and, in connection therewith, the lease Trustee is authorized to release and deliver securities and return collateral received for loaned securities in accordance with the provisions of such program; (p) when directed by the Co-Trustees, to write options on securities held or sale of to otherwise participate in so-called covered option writing; (q) when instructed or directed by the Co-Trustees, to accept all or any part assets transferred to the Trustee held (whether by a trustee, custodian or otherwise) in respect of its property, for cash, securities, or other property, and a plan which satisfies the dissolution applicable requirements of Section 401 (a) of the Company, or its consolidation, merger, reorganization, or recapitalization.Code and which is maintained for the benefit of any eligible Employee; (br) In voting upon express direction by the stock held by him hereunder either Co-Trustees, to transfer assets of the Trust to any other trustee of any trust with respect to which the Company has obtained a ruling from the Internal Revenue Service confirming that such transfer will not disqualify the Trust or subject the transfer to income or excise taxes; and (s) to do all other acts in its judgment necessary or desirable for the proper administration of the Trust, in accordance with the provisions of the Plan and this Agreement, although the power to do such acts is not specifically set forth herein. No person or by his nominees or proxies, dealing with the Trustee shall exercise his best judgment be required to select suitable directors take any notice of the Company, and shall otherwise, insofar as he/it may as a stockholder of the Company, take such part or action in respect to the management of its affairs as he/it may deem necessary so as to be kept advised on the affairs of the Company and its management. In voting upon any matter that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that such commission but all persons so dealing shall be protected in treating the Trustee as the absolute owner with full power of disposition of all the monies, securities and other property of the Trust, and all persons dealing with the Trustee are released from inquiry into the decision or omission does not amount authority of the Trustee and from seeing to willful misconduct on his part and that he/it at all times exercises good faith in such mattersthe application of monies, securities or other property paid or delivered to the Trustee.

Powers of Trustee. (a) Until Upon the actual delivery to happening and continuance of any Event of Default, then and in every such case the Trustee may, and upon the written request of the holders of Trust Interests issued not less than a majority in aggregate principal amount of the Bonds then Outstanding hereunder shall, proceed to protect and enforce its rights and the rights of stock certificates the Bondholders under the laws of the State and under the Loan Agreement, as assignee of the Authority (but not in exchange thereforthe name of the Authority) and this Indenture by such suits, and until actions or special proceedings in equity or at law, or by proceedings in the surrender office of any issued board or office having jurisdiction, either for the specific performance of any covenant, condition or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by Counsel, shall deem most effectual to protect and outstanding Trust Certificates for cancellation, enforce such rights. (b) The Authority agrees that the Trustee shall have the rightTrustee, subject to the provisions of the Loan Agreement and this paragraph hereinafter set forthIndenture reserving certain rights to the Authority, as assignee of the Authority, (but not in the name of the Authority) may enforce all rights of the Authority and all obligations of the Borrower under and pursuant to exercisethe Loan Agreement for and on behalf of the registered owners whether or not the Authority is in default hereunder. (c) Notwithstanding anything in the Indenture or in any of the other Loan Documents to the contrary, in person or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote neither the Trustee nor the registered owners shall include have the right to vote for waive an Event of Default under any of the election Loan Documents which arises out of directors, and in favor a violation of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require a Reserved Right without the prior written consent of the Company's stockholdersAuthority, which it shall give in its sole and complete discretion. Without limiting such general right, it is understood that such action Notwithstanding anything herein or proceeding may include, upon terms satisfactory in any document executed in connection herewith to the Trustee or contrary, nothing herein shall affect the Authority’s unconditional right to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the Company's property, the lease or sale of all or any part of enforce its property, for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalizationReserved Rights. (bd) In voting Upon the stock held by him hereunder either in person occurrence and continuance of an Event of Default under Sections 901(a) 901(b) or by his nominees 901(c) and upon the filing of a suit or proxiesother commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Indenture, the Trustee shall exercise his best judgment to select suitable directors of the Companybe entitled, and shall otherwise, insofar as he/it may as a stockholder matter of right, to the Company, take such part appointment of a receiver or action in receivers with respect to the management Borrower, its Property and the rents, revenues, issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. (e) The Trustee may maintain any proceedings without the possession of its affairs as he/it may deem necessary so as to be kept advised on the affairs any of the Company Bonds or the production thereof in connection with said proceeding. (f) If any proceeding taken by the Trustee on account of any Event of Default is discontinued or abandoned for any reason, or determined adversely to the Trustee, then and its management. In voting upon any matter that may come before him at any stockholders' meetingin every case the Authority, the Trustee and the Bondholders shall exercise like judgment. The Trusteebe restored to their former positions and rights hereunder, howeverrespectively, and all rights, remedies and powers of the Trustee shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that continue as though no such commission or omission does not amount to willful misconduct on his part and that he/it at all times exercises good faith in such mattersproceeding had been taken.

Powers of Trustee. (a) Until involving the actual delivery to the holders of Trust Interests issued hereunder of stock certificates in exchange therefor, and until the surrender of any issued and outstanding Trust Certificates for cancellation, the Trustee shall have the right, subject to the provisions of this paragraph hereinafter set forth, to exercise, in person Parent or by his nominees or proxies, all stockholders' voting rights and powers in respect of all stock deposited hereunder, and to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent of the Company's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the Company's property, the lease or sale of all or any part one of its propertysubsidiaries or affiliates (otherwise than in connection with a disposition pursuant to Paragraph 8), for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) not to be effected. In voting the stock held by him hereunder either in person or by his nominees or proxiesaddition, the Trustee shall exercise his best judgment all voting rights in respect of the Trust Stock in favor of any proposal or action necessary or desirable to select suitable dispose of Trust Stock in accordance with Paragraph 8 hereof. Except as provided in the three immediately preceding sentences, the Trustee shall vote all shares of Trust Stock with respect to all matters, including without limitation the election or removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursuant to a unanimous written consent) in the same proportion as all shares of Common Stock (other than Trust Stock) are voted with respect to such matters; provided that, except as provided in the three immediately preceding sentences, from and after the effectiveness of the Merger, the Trustee shall vote all shares of Trust Stock in accordance with the instructions of a majority of the persons who are currently the directors of the Company and their nominees as successors and who shall then be directors of the Company, except that the Trustee shall not vote the Trust Stock in favor of taking or doing any act which violates the Merger Agreement or which if taken or done prior to the consummation of the Merger would have been a violation of the Merger Agreement; and except further that if there shall otherwisebe no such persons qualified to give such instructions hereunder, insofar or if a majority of such persons refuse or fail to give such instructions, then the Trustee shall vote the Trust Stock in its sole discretion, having due regard for the interests of the holders of Trust Certificates as he/it may as a stockholder investors in the stock of the Company, determined without reference to such holders' interests in other railroads than the subsidiaries of the Company. In exercising its voting rights in accordance with this Paragraph 4, the 7 -7- Trustee shall take such part actions at all annual, special or action in respect to the management other meetings of its affairs as he/it may deem necessary so as to be kept advised on the affairs stockholders of the Company or in connection with any and its management. In voting upon any matter that may come before him at any stockholders' all consents of shareholders in lieu of a meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to his vote or any act committed or omitted to be done under this Agreement, provided that such commission or omission does not amount to willful misconduct on his part and that he/it at all times exercises good faith in such matters.

Powers of Trustee. Subject to the foregoing provisions and limitations, the Trustee is authorized and empowered: (a) Until to sell at public auction or by private contract, redeem, convey, transfer, exchange, pledge, or otherwise realize upon, any securities, investments or other property forming a part of the actual delivery Trust, and for such purposes may execute such instruments and writings and do such things as it shall deem proper; (b) to keep any or all securities or other property in the name of some other person, nominee, firm or corporation or in its own name without disclosing its fiduciary capacity, but the books and records of the Trustee shall at all times show that all such securities and other property are part of the Trust; (c) except as otherwise provided in Sections 6 through 10, to the holders extent that the Trustee receives direction from the Administrator or the Plan members, as the case may be, to vote upon any stocks, bonds or other securities of Trust Interests issued hereunder any corporation, association or trust at any time comprising the Trust, or otherwise consent to or request any action on the part of stock certificates in exchange thereforsuch corporation, association or trust, and until to give general or special proxies or powers of attorney, with or without power of substitution, and to exercise any conversion privileges, subscription rights or other options, to participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions with respect to such securities; to deposit such stocks or other securities in any voting trust, or with any protective or like committee, or with a trustee, or with depositories designated thereby; and generally to exercise any of the surrender powers of any issued and outstanding an owner with respect to stocks or other securities or property comprising the Trust Certificates which the Trustee deems to be for cancellationthe best interests of the Trust; provided, however, the Trustee shall have will not vote such stocks or other securities as to which it receives no written directions; (d) when instructed or directed by the rightAdministrator, subject to borrow money for the provisions purposes of this paragraph hereinafter set forth, to exerciseTrust in such amounts and upon such terms and conditions as the Administrator, in person or by his nominees or proxiesits discretion, all stockholders' voting rights and powers in respect of all stock deposited hereundermay approve, and for any amount so borrowed to take part in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include issue the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which may be presented at any meeting or require the consent promissory note of the Company's stockholders. Without limiting such general rightTrustee and to secure the repayment thereof by pledge, it is understood that such action mortgage, or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging hypothecation of all or any part of the Company's property, property of the lease or sale of all or any part of its property, for cash, securities, or other propertyTrust, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalization. (b) In voting the stock held by him hereunder either in no person or by his nominees or proxies, loaning money to the Trustee shall exercise his best judgment be bound to select suitable directors see to the application of the Companymoney loaned or to inquire into the validity of any such borrowing; (e) to make, execute, acknowledge and deliver any and all instruments that it shall deem necessary or appropriate to carry out the powers herein granted; (f) to manage, administer, operate, lease for any number of years, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it, and shall otherwiseto cause to be formed a corporation or trust to hold title to any such real property with the aforesaid powers, insofar all upon such terms and conditions as he/it may be deemed advisable; (g) to renew or extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable, and to agree to a stockholder reduction in the rate of interest on any mortgage or to any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may be deemed advisable for the protection of the CompanyTrust or the preservation of the value of the investment, to waive any default whether in the performance of any covenant or condition of any mortgage or in the performance of any guarantee, or to enforce any such default in such manner and to such extent as may be deemed advisable, to exercise and enforce any and all rights of foreclosure to bid in property on foreclosure, to take a deed in lieu of foreclosure with or without paying a consideration therefor and in connection therewith to release the obligation on the bond secured by such part mortgage; and to exercise and enforce in any action, suit or action proceedings at law or in equity any rights or remedies in respect to any such mortgage or guarantee; (h) upon express direction by the management of its affairs Administrator or the Investment Manager, as he/it the case may deem necessary so as be, to be kept advised on the affairs transfer all or part of the Company assets of the Trust in accordance with such investment instructions, without restriction, to investments authorized for fiduciaries, including without limitation any common, collective or commingled trust fund maintained by the Trustee (or any other such fund acceptable to the Trustee) that qualifies for exemption from federal income tax pursuant to Revenue Ruling 81-100. Any investment in, and its management. In voting upon any matter terms and conditions of, any such common, collective or commingled trust fund available only to employee trusts which meet the requirements of the Code, or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this Agreement; (i) when instructed or directed by the Administrator, to settle, compromise or submit to arbitration any claims, debts, or damages, due or owing to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings in any court of law or before any other body or tribunal; provided, however, that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The have no obligation to take any legal action for the benefit of the Trust unless it shall have first been indemnified by the Company for all expenses in connection therewith, including counsel fees; (j) if applicable, to lend to Plan members such amount or amounts, and upon such terms and conditions, as the Administrator may direct in accordance with the provisions of the Plan; (k) to employ such agents, consultants, custodians, depositories, advisors, and legal counsel as may be reasonably necessary or desirable in the Trustee's judgment in managing and protecting the Trust and, subject to the provisions of Section 15, to pay them reasonable compensation out of the Trust; (l) to cause any securities or other property which may at any time form a part of the Trust to be issued, held or registered in the individual name of the Trustee, howeveror in the name of its nominee (including any custodian employed by the Trustee, shall not be personally liable any nominee of such a custodian, and any depository, clearing corporation or other similar system), or in such form that title will pass by delivery; (m) to transfer any assets of the Trust to a custodian or sub-custodian employed by the Trustee; and (n) to do all other acts in its judgment necessary or desirable for any action taken pursuant to his vote or any act committed or omitted to be done under the proper administration of the Trust, in accordance with the provisions of the Plan and this Agreement, provided that although the power to do such commission acts is not specifically set forth herein. No person dealing with the Trustee shall be required to take any notice of this Agreement, but all persons so dealing shall be protected in treating the Trustee as the absolute owner with full power of disposition of all the monies, securities and other property of the Trust, and all persons dealing with the Trustee are released from inquiry into the decision or omission does not amount authority of the Trustee and from seeing to willful misconduct on his part and that he/it at all times exercises good faith in such mattersthe application of monies, securities or other property paid or delivered to the Trustee.

Powers of Trustee. (a) Until In addition to, and not by way of limitation of, any powers now or hereafter vested in the actual delivery Trustee by law, and subject to the holders provisions of Trust Interests issued hereunder of stock certificates in exchange therefor, the Code and until the surrender of any issued and outstanding Trust Certificates for cancellationAct, the Trustee shall have all powers reasonably necessary to its investment and administration of the rightTrust Fund, subject including, but not limited to, the power to do the following with respect to any securities or property held in the Trust Fund: (a) To sell, exchange, convey, transfer, lease for any period, pledge, mortgage, grant options, contract with respect to or otherwise encumber or dispose thereof at public or private sale for cash or upon credit or partly for both, and no person dealing with Trustee shall be bound to see to the provisions application of this paragraph hereinafter set forththe purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) To sue, defend, compromise, arbitrate, compound and settle any debt, xbligation or claim due to or from it as Trustee or any other suit or legal proceeding involving the Trust Fund, and to increase or reduce the rate of interest on, to exerciseextend or otherwise modify, or to foreclose upon default or otherwise enforce any such debt, obligation or claim; (c) To give general or specific proxies or powers of attorney with or without powers of substitution; (d) To vote in person or by his nominees proxy on any stocks, bonds or proxiesother securities, or otherwise consent to or request any action on the part of the issuer; (e) To exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to deposit them in any voting trust or with any protective or like committee, or with a trustee or depositories designated thereby, or to exercise any rights to subscribe for additional stocks, bonds or other securities and to make any and all stockholders' voting rights and powers in respect of all stock deposited hereundernecessary payments therefor, and to take part join and participate in, or to dissent from and oppose, any reorganization, recapitalization, consolidation, liquidation, sale or merger of corporations or properties in or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include the right to vote for the election of directors, and in favor of or against any resolution or proposed action of any character whatsoever, which it may be presented at interested as the Trustee, upon such terms and conditions as it may deem wise; (f) To retain, manage, operate, repair, improve, insure, lease, encumber, partition, dedicate or otherwise deal with any meeting or require real estate held by it; (g) To retain uninvested such cash as it may deem necessary, without obligation to pay interest thereon; (h) If the consent Adoption Agreement so authorizes the Trustee, to invest the Trust Fund primarily in Qualifying Employer Securities ("primarily" meaning the authority to invest, to acquire and to hold up to 100% of the Company's stockholders. Without limiting such general right, it is understood that such action or proceeding may include, upon terms satisfactory to the Trustee or to his nominees or proxies thereto appointed by him, mortgaging, creating a security interest in, and pledging of all or any part of the Company's property, the lease or sale of all or any part of its property, for cash, securities, or other property, and the dissolution of the Company, or its consolidation, merger, reorganization, or recapitalizationTrust Fund in Qualifying Employer Securities). (bi) In voting the stock held by him hereunder either general, to exercise all powers in person or by his nominees or proxies, the Trustee shall exercise his best judgment to select suitable directors of the Company, and shall otherwise, insofar as he/it may as a stockholder of the Company, take such part or action in respect to the management of its affairs as he/it may deem necessary so as to be kept advised on the affairs Trust Fund which any individual could exercise in the management of the Company and its management. In voting upon any matter that may come before him at any stockholders' meeting, the Trustee shall exercise like judgment. The Trustee, however, shall not be personally liable for any action taken pursuant to property owned in his vote or any act committed or omitted to be done under this Agreement, provided that such commission or omission does not amount to willful misconduct on his part and that he/it at all times exercises good faith in such mattersown right.