Common use of Responsibility of the Trustee Clause in Contracts

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence, under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise or business of like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direct request or approval given by the Company to the Trustee. In the event of a dispute between the Company or a Participant, or the Company or the Trustee and, a Participant or Beneficiary, the Trustee shall submit the dispute to binding arbitration prior to the institution of any litigation by the Trustee. (b) If the Trustee undertakes or defends any litigation, arbitration or mediation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities, including reasonable attorneys’ fees and expenses. (c) The Trustee shall have all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein. (d) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended.

Responsibility of the Trustee. (a) 8.1 The Trustee shall act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise or business of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direct direction, request or approval given by the Company to Plan Administrator which is contemplated by, and in conformity with, the Trusteeterms of the Plans or this Trust and is given in writing by the Plan Administrator. In the event of a dispute between the Company or Plan Administrator and a Participant, or the Company or the Trustee and, a Participant or Beneficiaryparty, the Trustee shall submit may apply to a court of competent jurisdiction to resolve the dispute to binding arbitration prior to the institution of any litigation by the Trusteedispute. (b) If the Trustee undertakes or defends any litigation, arbitration or mediation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities, including reasonable attorneys’ fees and expenses. (c) 8.2 The Trustee shall have have, without exclusion, all powers conferred on Trustees trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (d) 8.3 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.

Responsibility of the Trustee. (a) The Trustee shall act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise or business of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direct direction, request or approval given by Grantor or Administrator which is contemplated by, and in conformity with, the Company terms of the Arrangements or this Trust and is given in writing by the Grantor or Administrator, as appropriate. The Trustee shall have no duty to question or make inquiries as to any action or direction given by Grantor, or the Trusteefailure of Grantor to take such action or give directions. In the event of a dispute between the Company or Grantor and a Participantthird party, the Administrator and a third party or the Company or Grantor and the Trustee and, a Participant or BeneficiaryAdministrator, the Trustee shall submit may apply to a court of competent jurisdiction to resolve the dispute to binding arbitration prior to the institution of any litigation by the Trusteedispute. (b) If the Trustee undertakes or defends any litigation, arbitration or mediation arising in connection with this Trust, the Company agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities, including reasonable attorneys’ fees and expenses. (c) The Trustee shall have have, without exclusion, all powers conferred on Trustees the Trustee by applicable law, unless expressly provided otherwise herein. (dc) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or pursuant to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amendedCode.