Common use of Trustees Powers and Duties Clause in Contracts

Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.2, subject, prior to a Change in Control, to the direction of the Committee and or investment managers appointed by the Committee in accordance with Section 8.1(a), provided, however, that in no event may the Trustee invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants. (b) To invest and reinvest the Trust Corpus, without distinction between principal and income, in any form of domestic property, whether or not productive of income or consisting of wasting assets, provided that investments shall be so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; (c) To invest all or any part of the Trust Corpus in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity); (d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition; (e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement; (f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held in the Trust Corpus and to delegate discretionary power to exercise all or any such rights to trustees of a voting trust for any period of time; (g) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation of any plan thereof, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust Corpus; to pay from the Trust Corpus any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depository; and to retain any property allotted to the Trust Corpus in any reorganization, recapitalization, consolidation, merger or liquidation; (h) To exercise or sell, personally or by general or limited power of attorney, any conversion, subscription or other rights, including the right to vote, appurtenant to any investment held in the Trust Corpus; (i) To borrow money for purposes of this Trust Agreement in any amount and upon any reasonable terms and conditions from any lender (including the Trustee in its individual capacity), and to pledge any property held in the Trust Corpus to secure the repayment of any such loan; (j) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust Corpus; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; (k) To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to or from the Trust Corpus, to commence or defend suits or legal or administrative proceedings, and to represent the Trust in all legal and administrative proceedings, provided, however, the Trustee shall not be obligated to take any action or to appear and participate in any action that would subject it to expense or liability unless the Company agrees to indemnify the Trustee against the Trustee’s cost, expenses and liabilities (including without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payments from the Trust Corpus; (l) To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect to the construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by this Trust Agreement or any act which the Trustee proposes to take or omit; to rely upon the advice of such counsel, enrolled actuary or agents and to pay from the Trust Corpus all reasonable fees, expenses and compensations of such counsel, actuary or agents; (m) To organize and incorporate under the laws of any state one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interest or rights that the Trustee is authorized to acquire; (n) To appoint custodians, subcustodians or subtrustees (including affiliates of the Trustee), as to part or all of the Trust Corpus as necessary to fulfill its duties and responsibilities under this Trust Agreement. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Committee or an investment manager; (o) To hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust Corpus. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized clearing facility, book-entry system, centralized custodial depository, or similar organization; (p) To hold any part or all of the Trust Corpus uninvested; (q) To take all action necessary to pay for authorized transactions, including borrowing or raising monies from any lender, including the Trustee, in its corporate capacity in conjunction with its duties under this Trust Agreement and upon such terms and conditions as the Trustee may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or any part of the Account; and (r) To do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust Corpus.

Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.2, subject, prior to a Change in Control, to the direction of the Committee and or and/or investment managers appointed by the Committee in accordance with Section 8.1(a), provided, however, that in no event may the Trustee invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants. (b) To invest and reinvest the Trust Corpus, without distinction between principal and income, in any form of domestic property, whether or not productive of income or consisting of wasting assets, provided that investments shall be so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; (c) To invest all or any part of the Trust Corpus in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity); (d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition; (e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement; (f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held in the Trust Corpus and to delegate discretionary power to exercise all or any such rights to trustees of a voting trust for any period of time; (g) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation of any plan thereof, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust Corpus; to pay from the Trust Corpus any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depository; and to retain any property allotted to the Trust Corpus in any reorganization, recapitalization, consolidation, merger or liquidation; (h) To exercise or sell, personally or by general or limited power of attorney, any conversion, subscription or other rights, including the right to vote, appurtenant to any investment held in the Trust Corpus; (i) To borrow money for purposes of this Trust Agreement in any amount and upon any reasonable terms and conditions from any lender (including the Trustee in its individual capacity), and to pledge any property held in the Trust Corpus to secure the repayment of any such loan; (j) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust Corpus; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; (k) To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to or from the Trust Corpus, to commence or defend suits or legal or administrative proceedings, and to represent the Trust in all legal and administrative proceedings, provided, however, the Trustee shall not be obligated to take any action or to appear and participate in any action that would subject it to expense or liability unless the Company agrees to indemnify the Trustee against the Trustee’s cost, expenses and liabilities (including without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payments from the Trust Corpus; (l) To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect to the construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by this Trust Agreement or any act which the Trustee proposes to take or omit; to rely upon the advice of such counsel, enrolled actuary or agents and to pay from the Trust Corpus all reasonable fees, expenses and compensations of such counsel, actuary or agents; (m) To organize and incorporate under the laws of any state one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interest or rights that the Trustee is authorized to acquire; (n) To appoint custodians, subcustodians or subtrustees (including affiliates of the Trustee), as to part or all of the Trust Corpus as necessary to fulfill its duties and responsibilities under this Trust Agreement. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Committee or an investment manager; (o) To hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust Corpus. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized clearing facility, book-entry system, centralized custodial depository, or similar organization;. (p) To hold any part or all of the Trust Corpus uninvested; (q) To take all action necessary to pay for authorized transactions, including borrowing or raising monies from any lender, including the Trustee, in its corporate capacity in conjunction with its duties under this Trust Agreement and upon such terms and conditions as the Trustee may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or any part of the Account; and (r) To do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust Corpus.

Trustees Powers and Duties. (a) The Trustee shall have To the powers and duties extent funds held by the Trust are not invested pursuant to Participant direction as provided in this Section 8.27.2 hereof, subject, prior it shall be the duty of the Trustees to a Change in Controlhold the funds from time to time received by it from the Employer, to the direction of the Committee and or investment managers appointed by the Committee in accordance with Section 8.1(a)manage, provided, however, that in no event may the Trustee invest in (i) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants. (b) To invest and reinvest the Trust CorpusFund and the income therefrom pursuant to the provisions hereinafter set forth, without distinction between principal and income, in any form of domestic property, whether or not productive of income or consisting of wasting assets, provided that investments . The Trustees shall be so responsible only for such sums as shall be actually received by it as Trustees. The Trustees shall have no duty to minimize collect any sums from the risk of large losses, unless under Employer or the circumstances it is clearly prudent not to do so; (c) To invest all or any part of Participants. The Trustees shall have the Trust Corpus in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity); (d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition; (e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement; (f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held in the Trust Corpus and to delegate discretionary power to exercise invest and/or reinvest any and all money or any such rights to trustees of a voting trust for any period of time; (g) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation of any plan thereof, or any lease, mortgage or sale of the property of any organization the securities of which are description at any time held in the Trust Corpus; to pay from the Trust Corpus any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depository; and to retain any property allotted to the Trust Corpus in any reorganization, recapitalization, consolidation, merger or liquidation; (h) To exercise or sell, personally or by general or limited power of attorney, any conversion, subscription or other rights, including the right to vote, appurtenant to any investment held in the Trust Corpus; (i) To borrow money for purposes of this Trust Agreement in any amount and upon any reasonable terms and conditions from any lender (including the Trustee in its individual capacity), and to pledge any property held in the Trust Corpus to secure the repayment of any such loan; (j) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust Corpus; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; (k) To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to or from the Trust Corpus, to commence or defend suits or legal or administrative proceedings, and to represent the Trust in all legal and administrative proceedings, provided, however, the Trustee shall not be obligated to take any action or to appear and participate in any action that would subject it to expense or liability unless the Company agrees to indemnify the Trustee against the Trustee’s cost, expenses and liabilities (including without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payments from the Trust Corpus; (l) To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect to the construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by this Trust Agreement or any act which the Trustee proposes to take or omit; to rely upon the advice of such counsel, enrolled actuary or agents and to pay from the Trust Corpus all reasonable fees, expenses and compensations of such counsel, actuary or agents; (m) To organize and incorporate under the laws of any state one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interest or rights that the Trustee is authorized to acquire; (n) To appoint custodians, subcustodians or subtrustees (including affiliates of the Trustee), as to part or all of the Trust Corpus as necessary to fulfill its duties and responsibilities under this Trust Agreement. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Committee or an investment manager; (o) To hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are constituting a part of the Trust Corpus. The Trustee shall not be responsible for Fund, without previous application to, or subsequent ratification of, any losses resulting from the deposit court, tribunal or maintenance of securities commission, or other property (any federal or state governmental agency, in accordance with market practicethe following powers: With regard to its investments, customthe Trustees may invest and reinvest any and all money or property constituting the Trust Fund subject to the Uniform Prudent Investor Act, Article 1.1, of Title 15, C.R.S., in investments, including, but not limited to, obligations of the United States government and in obligations fully guaranteed as to principal and interest by the United States government, in state and municipal bonds, in corporate notes, bonds or debentures, convertible or otherwise, in railroad equipment trust certificates, in real property and in loans secured by first mortgages or deeds of trust on real property, in participation guarantee agreements with life insurance companies, in real estate limited partnerships, or regulation) with any recognized clearing facilitylimited liability companies, book-entry systemand in other types of investment agreements, centralized custodial depositoryand the foregoing investments may be made without limitation as to the percentage of the book value of the assets of the retirement fund so invested. Investments may also be made in either common or preferred corporate stocks. The Trustees, or similar organization; (p) To hold any part or all in the matter of the investment of the Trust Corpus uninvested; (q) To take all action necessary Fund, shall be held harmless in every respect in exercising its discretion as to pay how much of the Trust Fund shall remain uninvested and in cash temporarily awaiting investment or for authorized transactions, including borrowing or raising monies from any lender, including the Trustee, expected cash distributions out of the Trust Fund in its corporate capacity in conjunction accordance with its duties under the provisions of this Trust Agreement and upon such terms and conditions as the Trustee Plan. The Trustees may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or cause any part of the Account; and (r) To do all acts, whether money or not expressly authorized, which the Trustee may deem necessary or desirable for the protection other property of the Trust Corpusto be commingled with the money or property of trusts created by others causing such assets to be invested as part of a pooled pension and profit sharing fund. In addition, any portion of the Trust assets may be invested in any other collective investment fund approved by the Trustees as an investment option, the terms of such collective investment trust shall be incorporated as part of this Plan and Trust upon approval of the Trustees. The Trustees from time to time shall determine the immediate and long-term financial requirements of the Plan and on the basis of such determination, establish a policy and method of funding which will enable the Trustees or the investment manager or managers, if any, to coordinate the investment policies of the Plan's funds with the objectives and financial needs of the Plan. The Trustees may delegate its investment responsibilities to an Investment Manager pursuant to Section 7.5 or permit Participants to direct the investment of their Aggregate Accounts pursuant to Section 7.2.

Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.26, subject, prior to a Change in of Control, to the direction of the Committee Company and or investment managers Investment Managers appointed by the Committee Company in accordance with Section 8.1(a)5, provided, however, that in no event may the Trustee invest in (i) any asset settled or held in safekeeping outside of the United States, (ii) real estate, or (iii) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside unless the Company shall have given the Trustee 60 days advance written notice of the United States, or (iii) real estateCompany’s intention to invest in such securities. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants. (b) To invest and reinvest the Trust CorpusTrust, without distinction between principal and income, in any form of domestic or foreign property, whether or not productive of income or consisting of wasting assets, provided that investments shall be diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; (c) To invest all or any part of the Trust Corpus Fund in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity); (d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition; (e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement; (f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held in the Trust Corpus and to delegate discretionary power to exercise all or any such rights to trustees of a voting trust for any period of time; (g) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation of any plan thereof, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust CorpusTrust; to pay from the Trust Corpus any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depository; and to retain any property allotted to the Trust Corpus in any reorganization, recapitalization, consolidation, merger or liquidation; (h) To exercise or sell, personally or by general or limited power of attorney, any conversion, subscription or other rights, including the right to vote, appurtenant to any investment held in the Trust Corpus; (i) To borrow money for purposes of this Trust Agreement in any amount and upon any reasonable terms and conditions from any lender (including the Trustee in its individual capacity), and to pledge any property held in the Trust Corpus to secure the repayment of any such loanTrust; (j) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust CorpusTrust; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; (k) To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to or from the Trust CorpusFund, to commence or defend suits or legal or administrative proceedings, and to represent the Trust Fund in all legal and administrative proceedings, provided, however, the Trustee shall not be obligated to take any action or to appear and participate in any action that would subject it to expense or liability unless the Company agrees to indemnify the Trustee against the Trustee’s cost, expenses and liabilities (including without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payments from the Trust Corpus; (l) To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect to the construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by this Trust Agreement or any act which the Trustee proposes to take or omit; to rely upon the advice of such counsel, enrolled actuary or agents and to pay from the Trust Corpus all reasonable fees, expenses and compensations of such counsel, actuary or agents; (m) To organize and incorporate under the laws of any state one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interest or rights that the Trustee is authorized to acquire; (n) To appoint custodians, subcustodians or subtrustees (including affiliates of the Trustee), as to part or all of the Trust Corpus as necessary to fulfill its duties and responsibilities under this Trust Agreement. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Committee or an investment manager; (o) To hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust Corpus. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized clearing facility, book-entry system, centralized custodial depository, or similar organization; (p) To hold any part or all of the Trust Corpus uninvested; (q) To take all action necessary to pay for authorized transactions, including borrowing or raising monies from any lender, including the Trustee, in its corporate capacity in conjunction with its duties under this Trust Agreement and upon such terms and conditions as the Trustee may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or any part of the Account; and (r) To do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust Corpus.

Trustees Powers and Duties. (a) The Trustee shall have the powers and duties provided in this Section 8.26, subject, prior to a Change in of Control, to the direction of the Committee Company and or investment managers Investment Managers appointed by the Committee Company in accordance with Section 8.1(a)5, provided, however, that in no event may the Trustee invest in (i) any asset settled or held in safekeeping outside of the United States, (ii) real estate, or (iii) securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which the Trustee invests, (ii) any asset settled or held in safekeeping outside of the United States, or (iii) real estate. For this purpose, “real estate” includes, but is not limited to, real property, leaseholds, mineral interests, and any form of asset which is secured by any of the foregoing. All rights associated with assets of the Trust Corpus shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with the Plan Participants. (b) To invest and reinvest the Trust CorpusTrust, without distinction between principal and income, in any form of domestic or foreign property, whether or not productive of income or consisting of wasting assets, provided that investments shall be diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; (c) To invest all or any part of the Trust Corpus Fund in interests in registered investment companies, for which the Trustee or an affiliate of the Trustee receives compensation for providing custodial, transfer agency, investment advisory or other services (the Company acknowledges that interests in such investment companies are not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise supported by the United States of America, the Federal Deposit Insurance Corporation, or any bank or government entity); (d) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of, or to inquire into the propriety of, any such disposition; (e) To hold, purchase and maintain, as owner, life insurance policies as provided in Section 16.14 of this Trust Agreement; (f) To exercise, personally or by general or limited proxy or power of attorney, all voting and other rights appurtenant to any investment held in the Trust Corpus and to delegate discretionary power to exercise all or any such rights to trustees of a voting trust for any period of time; (g) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation of any plan thereof, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Trust CorpusTrust; to pay from the Trust Corpus any assessments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depository; and to retain any property allotted to the Trust Corpus in any reorganization, recapitalization, consolidation, merger or liquidation; (h) To exercise or sell, personally or by general or limited power of attorney, any conversion, subscription or other rights, including the right to vote, appurtenant to any investment held in the Trust Corpus; (i) To borrow money for purposes of this Trust Agreement in any amount and upon any reasonable terms and conditions from any lender (including the Trustee in its individual capacity), and to pledge any property held in the Trust Corpus to secure the repayment of any such loanTrust; (j) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust CorpusTrust; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; (k) To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to or from the Trust CorpusFund, to commence or defend suits or legal or administrative proceedings, and to represent the Trust Fund in all legal and administrative proceedings, provided, however, the Trustee shall not be obligated to take any action or to appear and participate in any action that would subject it to expense or liability unless the Company agrees to indemnify the Trustee against the Trustee’s cost, expenses and liabilities (including without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payments from the Trust Corpus; (l) To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect to the construction of this Trust Agreement, the duties of the Trustee hereunder, the transactions contemplated by this Trust Agreement or any act which the Trustee proposes to take or omit; to rely upon the advice of such counsel, enrolled actuary or agents and to pay from the Trust Corpus all reasonable fees, expenses and compensations of such counsel, actuary or agents; (m) To organize and incorporate under the laws of any state one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interest or rights that the Trustee is authorized to acquire; (n) To Prior to a Change in Control, to pay such compensation as the Company directs to any third party administrator retained by the Company to administer the Plans. (o) The Trustee may appoint custodians, subcustodians or subtrustees (including affiliates of the Trustee), as to part or all of the Trust Corpus as necessary to fulfill its duties and responsibilities under this Trust AgreementTrust. The Trustee shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any custodian, subcustodian or subtrustee, except to the extent the Trustee was negligent in its selection or continued retention of such custodian, subcustodian or subtrustee. In no event shall the Trustee be liable for the acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to the direction of the Committee Company or an investment manager;. (op) To The Trustee may hold property in nominee name, in bearer form, or in book entry form, in a clearinghouse corporation or in a depository (including an affiliate of the Trustee), so long as the Trustee’s records clearly indicate that the assets held are a part of the Trust CorpusTrust. The Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized clearing facility, book-entry system, centralized custodial depository, or similar organization; (p) To hold any part or all of the Trust Corpus uninvested;. (q) To take all action necessary to pay for authorized transactions, including borrowing or raising monies from any lender, including the Trustee, in its corporate capacity in conjunction with its duties under this Trust Agreement and upon such terms and conditions as the The Trustee may deem advisable to settle security purchases and/or foreign exchange or contracts for foreign exchange, and securing the repayments thereof by pledging all or any part of the Account; and (r) To generally do all acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable for the protection of the Trust CorpusTrust.