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. 10.9.1 At the direction of the person authorized to direct such action as referred to in Section 10.5.1, but limited to those assets or categories of assets acceptable to the Trustee as referred to in Section 10.4, or at its own discretion if no such person is so authorized, the Trustee, or the Trustee's designee or a broker/dealer as referred to in Section 10.5.5, is authorized and empowered:
(A) To invest and reinvest the Trust Fund, together with the income therefrom, in assets specified in Section 10.4;
(B) To deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or savings and loan association or other depository institution, including the Trustee or any of its affiliates, provided with respect to such deposits with the Trustee or an affiliate the deposits bear a reasonable interest rate;
(C) To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust Fund; to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time;
(D) To have, respecting securities, all the rights, powers and privileges of an owner, including the power to give proxies, pay assessments and other sums deemed by the Trustee necessary for the protection of the Trust Fund; to vote any corporate stock either in person or by proxy, with or without power of substitution, for any purpose; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations, and in connection therewith to deposit securities with or transfer title to any protective or other committee; to exercise or sell stock subscriptions or conversion rights; and, regardless of any limitation elsewhere in this instrument relative to investments by the Trustee, to accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers;
(E) Subject to Section 10.5.4 hereof, to hold in cash, without liability for interest, such portion of the Trust Fund which it is directed to so hold pending investments, or payment of expenses, or the distribution of benefits;
(F) To take such actions as may be necessary or desirable to protect the Trust from loss due to the default on mortgages held in the Trust including the appointment of agents or trustees in such other jurisdictions as may seem ...
Powers of Trustee. Section 3.1 The Trustee accepts and undertakes to discharge the Trust created by this Agreement upon the terms and conditions hereof and agrees, for the benefit of the Beneficiaries, to exercise such of the rights and powers vested in it by this Agreement in the same manner, and use the same degree of care and skill in its exercise, as a prudent person would exercise and use under the circumstances in the conduct of his own affairs, having due regard to the purposes of the Trust set forth in Article 2 hereof.
Section 3.2 In accepting the Trust hereby created, the Trustee acts solely as Trustee hereunder, and all persons having any claim against the Trustee in connection with its performance of its rights, powers and duties as such Trustee shall only look to the Trust Property for payment or satisfaction thereof.
Section 3.3 The Trustee shall not commingle any of the Trust Property with its own property or the property of any other person.
Section 3.4 The Trustee is hereby empowered to:
(a) perform all of the obligations and agreements of the Trust provided for in this Agreement;
(b) make payment under the Purchase Agreement and perform any other obligations and agreements under the Purchase Agreement necessary for the issuance by HomeFed Corporation of the Additional HomeFed Stock;
(c) keep and maintain an account in the name of the Trustee for the benefit of the Beneficiaries into which the Trustee shall deposit all Trust Property consisting of cash or cash equivalents (the "Trust Account"); the Trustee shall not permit any person other than the Trustee to have authority to make withdrawals from, or to issue drafts against, the Trust Account and no Trust Account may be maintained with any bank unless such bank has been furnished a copy of this Agreement;
(d) collect and receive all sums of money or other property due to the Trust;
(e) engage professionals, including attorneys, accountants, experts and others, to assist the Trustee in carrying out its duties hereunder;
(f) receive additional Trust Property and take all appropriate action necessary to preserve the value of Trust Property as the Trustee in the reasonable exercise of its discretion shall determine, subject to Article 4 hereof;
(g) vote and/or act with respect to the disposition of the Owned HomeFed Common Stock and, upon issuance, the Additional HomeFed Stock and any other shares of common stock of HomeFed Corporation that may then be Trust Property as directed in a written notice jointly sig...
Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust.
Powers of Trustee. Except as otherwise provided in this Agreement, the Trustee shall hold, manage, care for and protect the assets of the Trust Fund and shall have until actual distribution thereof the following powers and, except to the extent inconsistent herewith, those now or hereafter conferred by law:
4.1 To retain any asset originally included in the Trust Fund or subsequently added thereto;
4.2 To invest and reinvest the assets without distinction between income and principal in property of any kind, without restriction, including options, futures contracts, and options on futures contracts.
4.3 To acquire and hold qualifying employer securities and qualifying employer real property, as such investments are defined in Section 407(d) of ERISA;
4.4 To deposit any part or all of the assets with the Trustee or its affiliate as trustee, or another person or entity acting as trustee of any collective or group trust fund which is now or hereafter maintained as a medium for the collective investment of funds of pension, profit sharing or other employee benefit plans, and which is qualified under Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, and to withdraw any part or all of the assets so deposited; any assets deposited with the trustee of a collective or group trust fund shall be held and invested by the trustee thereunder pursuant to all the terms and conditions of the trust agreement or declaration of trust establishing the fund, which are hereby incorporated herein by reference and shall prevail over any contrary provision of this Agreement; provided, however, that the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund;
4.5 To deposit cash in any depository, including the banking department of the Trustee or its affiliate and any organization acting as a fiduciary with respect to the Trust Fund;
4.6 To hold any part of the assets in cash without liability for interest as the Trustee deems reasonable or necessary pending investment thereof or the payment of expenses or making of distributions therewith;
4.7 To cause any asset, real or personal, to be held in a corporate depository or federal book entry account system or registered in the Trustee's name or in the name of a nominee or in such other form as the Trustee deems best without disclosing the trust relationship; provided, however, that the books and records of the Trustee shall at all times show that all such investme...
Powers of Trustee. The Trustee shall have no discretion or authority with respect to the investment of the Trust Fund but shall act solely as a directed trustee of the funds contributed to it. In addition to and not in limitation of such powers as the Trustee has by law or under any other provisions of the Plan, the Trustee will have the following powers, each of which the Trustee exercises solely as directed Trustee in accordance with the written direction of the Employer except to the extent a Plan asset is subject to Participant direction of investment and provided that no such power shall be exercised in any manner inconsistent with the provisions of ERlSA:
(a) to deal with all or any part of the Trust Fund and to invest all or a part of the Trust Fund in investments available under the Plan, without regard to the law of any state regarding proper investment;
(b) to retain uninvested such cash as it may deem necessary or advisable, without liability for interest thereon, for the administration of the Trust;
Powers of Trustee. Subject to Sections 3 and 4, the Trustee shall have full power and authority with respect to any and all moneys, securities and other property at any time received or held in the Trust Fund to do all such acts, take all such proceedings and exercise all such rights and privileges, whether herein specifically referred to or not, as could be done, taken or exercised by the absolute owner thereof, including, without in any way limiting the generality of the foregoing, the following:
(a) To collect and receive the income of the Trust Fund and to invest and reinvest the Trust Fund in investments of any kind, including but not limited to investments administered, advised, custodied, issued, offered, sponsored, underwritten, or otherwise serviced by the Trustee or any of the Trustee’s affiliates; The Corporation hereby acknowledges (i) that the Trustee’s affiliate is the investment advisor for the First American Funds, Inc.; the First American Investment Funds, Inc.; and the First American Strategy Funds, Inc. (collectively, the “Affiliated Funds”); (ii) that the Trustee is the sub-administrator, securities lending agent, and custodian for the Affiliated Funds; (iii) that the Trustee receives compensation from the Affiliated Funds as detailed in the prospectuses for the Affiliated Funds; (iv) that the Trustee has received such prospectuses; (v) that the Affiliated Funds are neither insured by the Federal Deposit Insurance Corporation or any other governmental agency nor guaranteed by the Trustee or by any Affiliated Entity; and (vi) that any mutual fund investment involves risks (including but not limited to the possible loss of principal);
(b) To pay the expenses of the Trust (excluding any taxes payable by the Corporation under Section 2(b)) out of the Trust Fund, including the fees and reasonable expenses of the Independent Administrator and including reasonable compensation for its services as Trustee (if and to the extent that the Corporation does not pay such expenses and compensation);
(c) To employ suitable agents and counsel, and pay their reasonable expenses and compensation out of the Trust Fund (if and to the extent that the Corporation does not pay such expenses and compensation);
(d) To sell, convey, exchange or otherwise dispose of any property at any time held in trust hereunder;
(e) To hold uninvested any cash contributions to the Trust Fund and to create reserves of cash or other assets of the Trust Fund in the banking department of any affiliat...
Powers of Trustee. Notwithstanding any other provision of this Trust Agreement, the Trustee shall not be entitled to exercise any of the powers, nor shall the Trustee have any of the duties and responsibilities, of the Sponsor described in this Trust Agreement. The Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Trust Statute. The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and shall have no implied rights, duties, obligations and liabilities with respect to the business and affairs of the Trust or any Fund. The Trustee shall have the power and authority to execute and file certificates as required by the Delaware Trust Statute and to accept service of process on the Trust in the State of Delaware. The Trustee shall provide prompt notice to the Sponsor of its performance of any of the foregoing. The Sponsor shall reasonably keep the Trustee informed of any actions taken by the Sponsor with respect to the Trust that would reasonably be expected to affect the rights, obligations or liabilities of the Trustee hereunder or under the Delaware Trust Statute.
Powers of Trustee. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust upon direction of the Company, 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. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give 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.
Powers of Trustee. Except as otherwise provided by ERISA, the Trustee shall have the following powers in investing the Trust Fund:
(a) To invest or reinvest all or any part of the Trust Fund in any real or personal property as the Trustee may deem advisable, including but not limited to:
(i) any securities normally traded by and obtainable through a stockbroker or "over the counter" dealer or on a recognized exchange;
(ii) any shares of an investment company registered under the Investment Company Act of 1940, as amended;
(iii) any insurance contracts or annuities;
(iv) the deposit of all or any part of the Trust Fund with an insurer for the payment of interest thereon;
(v) any securities issued or guaranteed by the United States of America or any of the instrumentalities or states thereof or of any county, city, town, village, school district or other political subdivision of any of said states;
(vi) certificates of deposit, time deposits or savings accounts including, but not limited to, those issued by its own departments or divisions or related financial institutions;
(vii) commercial paper, money market funds, treasury bills and similar investments; and
(viii) any combination of (i) through (vii) above and, except as otherwise provided by ERISA, without being restricted by any statute or rule of law governing the investments in which a trustee may invest funds held by it.
(b) To sell or exchange any part of the assets of the Trust Fund.
(c) To vote in person or by proxy the securities and investment company shares which its holds as Trustee and to delegate such power.
(d) To consent to or participate in dissolutions, reorganizations, consolidations, mergers, sales, transfers, or other changes in securities and investment company shares which it holds as Trustee, and, in such connection, to delegate its powers and to pay all assessments, subscriptions, and other charges relating thereto.
(e) To exercise all rights, privileges, options and elections with respect to any insurance policies and to pay the premiums thereon; provided, however, that any action taken by the Trustee with respect to any such insurance contracts, including the payment of premiums, shall be subject to the approval of the Company.
(f) To retain in cash and keep unproductive of income such amount as the Trustee may deem advisable in its sole discretion, and the Trustee shall not be required to pay interest on such cash balances or on cash in its hands pending investment.
(g) To sell, exchange, convey ...
