Common use of Trustee’s Powers Clause in Contracts

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with the following powers, rights and duties: (a) To hold cash, pending investment or distribution, or the Company’s common stock in the Trust in the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon the Trust, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consent.

Trustee’s Powers. The Trustee is authorized Subject to the limitations set forth in this Trust Agreement, the Trustees shall have the powers conferred upon a trustee in accordance with Oregon law and empoweredsuch powers to take any and all actions as, but not by way in the judgment and discretion of the Trustees, are necessary or advisable to effectuate the purposes of the Trust, including without limitation, with the following powers, rights each power expressly granted below and dutiesany power reasonably incidental thereto: (a) To hold cash, pending investment or distribution, or the Company’s common stock in to receive cash and other additions to the Trust in the name Fund from any source and to hold, administer, and distribute such additions as part of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationshipTrust Fund; (b) To retain any to invest and reinvest the funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudicationTrust as provided in this Trust Agreement; (c) To charge against and pay from the Trust all taxes of to rely upon any nature leviedaffidavit, assessedcertificate, letter, notice, telegram, email or other paper, or imposed upon any telephone conversation or other oral communication, believed by the TrustTrustees to be genuine and sufficient and upon any other evidence believed by the Trustees to be genuine and sufficient, and to pay be protected and saved harmless in respect of all reasonable expenses payments or distributions made hereunder if in good faith and attorney fees which may be necessarily incurred by without actual notice or knowledge of the Trustee with respect to the foregoing matterchanged condition or status of any person receiving payments or other distributions upon a condition; (d) To file to institute any tax action or information return required proceeding at law or in equity for the collection of sums due the Trust, or otherwise to advance the interests of the TrusteeTrust in a manner not inconsistent with the terms of this Trust Agreement, prosecute any such action or proceeding to judgment or final decree, enforce any such judgement or final decree, and collect in any manner provided by law the monies adjudged or decreed to pay be payable; provided that, regardless of any taxdeficiencies of the Trust or any other reason, interest the Trust may not institute or penalty associat- ed with prosecute any such returnaction or proceeding at law or in equity against the Company or OSM concerning any claim that has been released under the terms of the 2004 Settlement; (e) To furnish or cause to be furnished to obtain and pay the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to premiums for any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure;fidelity bonds; and (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the Grantor, whose shares shall be voted in accordance all other acts and things not inconsistent with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIIIthis Trust Agreement, in the Grantor irrevocably delegates same manner and to the Trustee the power same extent as prudent persons might or could do with respect to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice their own property, subject to the Grantor setting forth such amend- ment. If limitations of applicable law governing the Trustee does request the consent conduct of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentfiduciaries.

Trustee’s Powers. 17.01 The Trustee is authorized shall have all the powers conferred on trustees by the Trustee Ordinance (Chapter 8 No. 3) and empowered, but not by way of limitationsupplement thereto it is expressly declared as follows:- 17.01.01 the Trustee may in relation to this Trust Deed in good faith act on the opinion or advice of or information obtained from the Registrar or any lawyer, with valuer, surveyor, banker, broker, auctioneer, accountant or other expert whether obtained by the following powersPaying Agent, rights and duties: (a) To hold cash, pending investment Company or distribution, or the Company’s common stock in the Trust in the name of by the Trustee or its nomineeotherwise and shall not be responsible for any loss occasioned by so acting. Any such opinion, advice or in another form as it may deem best, with or without disclosing the trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon the Trust, and to pay all reasonable expenses and attorney fees which information may be necessarily incurred sent or obtained by the Trustee with respect to the foregoing matter; letter, telemessage, telex, facsimile or cablegram or other means of recording in permanent form, visual messages (dwhether written or printed) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged liable for acting on any opinion, advice or required information purporting to do so be conveyed by any such means even if it shall contain some error or shall not be authentic; 17.01.02 the Trustee shall not be bound to take any steps to ascertain whether any event listed in clause 6.00 has happened and, until it shall have actual knowledge or shall have express notice to the contrary, the Trustee shall be entitled to assume that no such event has happened and that the Company is performing all the obligations on its part contained in these presents and under the Bonds; 17.01.03 save as otherwise expressly provided in this Trust Deed, the Trustee shall, as regards all trust, powers, authorities and discretions vested in it by this Trust Deed, have absolute discretion as to their exercise and, provided it shall have acted with the standard of care and skill prescribed by law, it shall not be responsible for any loss, costs, damages or expenses that may result from the exercise or non-exercise thereof. In particular, it shall not be bound to act (whether at the request or direction of the Bondholders or otherwise) under any of the provisions of this Trust Deed unless the Trustee shall first be indemnified to its satisfactionsatisfaction against all proceedings, claims and demands to which the Trustee may so become liable and all costs, charges and expenses which may be so incurred by the Trustee; (g) To forward proxy cards 17.01.04 the Trustee shall not be responsible for having acted upon any resolution purporting to have been passed at any meeting of the Bondholders of which minutes have been made and signed, even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that, for any reason, the resolution was not valid or binding on the Bondholders; 17.01.05 without prejudice to the Grantorright of indemnity by law given to trustees the Trustee and every attorney, whose shares manager, agent, delegate or other person appointed by it under this Trust Deed shall be voted indemnified by the Company against all liabilities and expenses properly incurred by it or him in accordance with the instructions execution of the Grantorpowers and trusts of this Trust Deed or of any powers, authorities or discretions vested in it or him pursuant to this Trust Deed. This indemnity shall extend to all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in relation to this Trust Deed. The Trustee may in priority to any payment to the Bondholders retain and pay out of any moneys in its hands on the trusts of this Trust Deed the amount of any such liabilities and expenses and also the remuneration of the Trustee as described provided in this Trust Deed; 17.01.06 the Trustee shall be at liberty to hold or to deposit these presents and any deeds or documents relating to these presents or to the Bonds with any banker or banking company or company whose business includes undertaking the safe custody of deeds and documents or with any lawyer or firm of lawyers of good repute, and the Trustee shall not be responsible for any loss incurred in connection with any such holding or deposit and may pay all sums required to be paid on account or in respect of any such deposit; 17.01.07 the Trustee may call for and shall be at liberty to accept a certificate signed by any director of the Company and the Company’s Secretary as sufficient evidence of any fact or matter relating to the Company on which the Trustee may require to be satisfied or to have information or to the effect that, in the Program Literature; andopinion of the person so certifying, any particular dealing, transaction, step or thing relating as aforesaid is expedient. The Trustee shall not be bound to call for further evidence and shall not be responsible for any loss occasioned by acting on any such certificate; (h) To amend this Trust agreement consistent with 17.01.08 as between itself and the pro- visions Bondholders, the Trustee shall have full power to determine all questions and doubts arising in relation to any of applicable law. Notwithstanding the provisions of Article VIII, this Trust Deed. Every such determination whether made upon a question actually raised or implied in the Grantor irrevocably delegates acts or proceedings of the Trustee made in good faith (whether or not the same shall relate in whole or in part to the acts or proceedings of the Trustee made in good faith (whether or not the same shall relate in whole or in part to the acts or proceedings of the Trustee under this Trust Deed) shall be conclusive and binding on the Trustee and the Bondholders; 17.01.09 the Trustee shall not be responsible for the receipt or application by the Company of the proceeds of the issue of any of the Bonds or for the delivery of the Certificates to the persons entitled thereto; 17.01.10 the Trustee shall not be liable to the Company or any Bondholder by reason of having accepted as valid or not having rejected any Certificate purporting to be such and subsequently found to be forged or not authentic; 17.01.11 the Trustee shall not (unless ordered so to do by a court of competent jurisdiction) be required to disclose to any Bondholder any confidential financial or other information made available to the Trustee by the power Company in connection with the trusts of these presents and no Bondholder shall be entitled to amend this Trust agreement with- out take any prior consent of the Grantor upon 30 days prior written notice action to the Grantor setting forth such amend- ment. If obtain from the Trustee does request any such information; 17.01.12 whenever there shall be more than two trustees of these presents the consent majority of such trustees shall be competent to execute and exercise all the Grantor powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a trust corporation shall be included in such majority; 17.01.13 the Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to an amendment be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Trust agreement, Deed upon the Grantor will request or authority or consent of any person who at the time of making such request or giving such authority or consent is a Bondholder shall be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days conclusive and binding upon all future Bondholders of the mailing same Bond and upon Bonds issued in exchange therefor or in place thereof; 17.01.14 at any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect all books and records of the Company pertaining to the Bonds, and to make such copies and memoranda from and with regard thereto as may be desired; 17.01.15 no provision of this Trust Deed shall require the Trustee to expend or risk the Trustee’s own funds or otherwise incur any financial liability in the performance of any of the Trustee’s duties hereunder, or in the exercise of any of the Trustee’s rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of such requestfunds or adequate indemnity against such risk or liability is not reasonably assured to the Trustee. 17.02 Nothing in this clause 17.01 shall exempt the Trustee from or indemnify it against any liability for breach of trust or any liability which by virtue of any rule of law would otherwise attach to it in respect of any negligence, indicating his refusal default, breach of duty or breach of trust of which it may be guilty in relation to consentits duties under this Trust Deed.

Trustee’s Powers. The Trustee is authorized shall have the power and empoweredauthority in its uncontrolled discretion, but not in addition to its powers conferred upon it by way of limitation, with the following powers, rights law and dutiesits other powers under this instrument: (a) A. To hold cashcompromise, pending investment arbitrate or distributionotherwise adjust claims in favor of or against the trust, or any matter in controversy. B. To deduct from or reserve against income or principal such reasonable amounts as the Company’s common stock Trustee considers properly chargeable thereto for any expenses and liabilities, whether then accrued or estimated. C. To make any division, apportionment or distribution of principal in the Trust cash or in kind, or partly in cash and partly in kind, conveying transferable assets D. To keep trust property in the name of the Trustee a nominee or its nomineeotherwise without indication of any trust, with a depository or custodian or in book entry form. E. Except as otherwise expressly provided herein, to allocate to principal or income or apportion between principal and income each receipt, gain, loss, disbursement, expense or liability. F. To commingle, for convenience of administration, any property of separate trusts hereunder with one another form as and with those of other trusts of which it may deem bestis the trustee. G. To employ attorneys, accountants, custodians and sub-custodians, advisors and agents, to consult with or without disclosing the trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon the Trust, them and to pay all reasonable their compensation and expenses and attorney fees which may be necessarily incurred by in connection therewith from the Trustee with respect trust, without reduction of compensation otherwise payable to the foregoing matter;Trustee. (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. H. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee have the power to amend any tax or administrative provision of this Trust agreement with- out instrument without obtaining court approval at any prior consent time when the Trustee, in its sole discretion, determines it to be in the best interests of the Grantor upon 30 days prior written notice beneficiaries, provided that such amendment shall not: impair any beneficiary’s enforceable right to receive income; reduce the Grantor setting restrictions on the Settlor’s or the Trustee’s actions as set forth such amend- ment. If in this instrument; give the Trustee does request any powers or discretions that would result in adverse transfer tax consequences; or disqualify any trust which currently qualifies for a deduction, credit, exclusion or other tax benefit. I. The Trustee shall have the consent power to construe the meaning of specific provisions of this instrument without obtaining court approval at any time when the Trustee, in its sole discretion, determines that because of changed circumstances such a construction would be in the best interests of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentbeneficiaries.

Trustee’s Powers. The In addition to the rights, powers and authority incident to the office or required in or convenient to the Trust otherwise vested in or impliedly conferred on the Trustee, and in addition to any powers otherwise provided herein, the Trustee shall have all of the rights, powers and authority with respect to the Trust created hereunder provided under Washington law. 10.1 Without limiting the generality of the foregoing, the Trustee is expressly authorized and empowered, but not by way of limitation, with the following powers, rights and dutiesto: (a) To hold cashDetermine what is principal or income, pending investment which authority shall specifically include the right to make any adjustments between principal and income for premiums, discounts, depreciation or distribution, or the Company’s common stock in the Trust in the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationship;depletion, (b) To hold and retain in the same form as received any funds and all property transferred to the Trustee for administration hereunder (and additions thereto), even though such property may not be of a nature or property subject to any dispute with- out liability for character authorized under the payment of interest and to decline to make payment or delivery laws of the funds State of Washington or property until of any other state or jurisdiction for trust investments, or be unsecured, unproductive, underproductive, overprotective or be of a court wasting nature, or be inconsistent with the usual concepts of competent jurisdiction makes final adjudication;diversification of trust assets, (c) To charge against Liquidate any Assets and pay from distribute the Trust all taxes proceeds thereof to the Limited Partners in accordance with the terms herein, (d) Abandon and/or destroy Assets that the Trustee deems, in its sole and exclusive discretion, to be of any nature leviedno material value, assessedincluding books, records, and personal property, (e) Rely with acquittance on advice of counsel on questions of law, and, (f) Employ persons to advise or imposed upon assist the TrustTrustee in the performance of his duties, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by compensation therefore. 10.2 Notwithstanding the foregoing, the Trustee with respect to the foregoing matter;is expressly prohibited from: (da) To file any tax Investing Assets except in demand and time deposits in banks, or information return required temporary investments such as short-term certificates of the Trustee, and to pay any tax, interest deposit or penalty associat- ed with any such return;Treasury bills, (eb) To furnish Receiving any transfer of any listed or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Accountunlisted stocks or securities, including a statement of the any general or limited partnership interest, or any operating assets of the Trust held at the end of the calendar yeara going business, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure;and, (fc) To beginReceiving or retaining cash in excess of a reasonable amount to meet costs of winding-up, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentclaims and contingent liabilities.

Trustee’s Powers. The Subject to the provisions of Section 8 hereof, the Trustee is authorized and empowered, but not by way of limitation, with shall have the following powers, rights rights, and duties: duties in addition to those vested in it elsewhere in this Trust Agreement or by law, which shall be exercised upon direction of the Company or by the Trustee itself pursuant to a separate written agreement appointing the Trustee as an investment manager: (a) To hold cash, pending investment to purchase or distribution, subscribe for any securities or the Company’s common stock in the Trust in the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationship; other property; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature leviedsell, assessedexchange, mortgage, or imposed upon the Trust, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by the Trustee with respect to the foregoing matter; (d) To file lease any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at fund; (c) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the end powers herein granted; (d) to vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith, and generally to exercise any of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt powers of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee an owner with respect to stocks, bonds, securities, or other property held in the report, act Trust fund; (e) to hold securities in the name of any one or procedure; more nominees and to deposit securities with stock clearing corporations or depositaries; (f) To beginto settle, maintain compromise, adjust, or submit to arbitration any and all claims, debts or damages due or owing to or from the Trust, to commence or defend suits or legal proceedings whenever, in the judgment of the Trustee, any litigation necessary in connection with the administration interests of the Trust Accountrequire it, except that and to represent the Trust in all suits or legal proceedings in any court of law or equity or before any other body or tribunal; (g) to delegate, if properly directed in writing by the Company, any of the Trustee's functions under this Trust Agreement; (h) to perform all acts which the Trustee shall not be obliged deem necessary or required appropriate and exercise any and all powers and authority of the Trustee under this Trust Agreement; (i) to do so unless indemnified to its satisfaction; keep any portion of the Trust fund in cash (g) To forward proxy cards to cash received or held by the Grantor, whose shares Trustee shall be voted deposited by the Trustee in accordance with its own savings deposit accounts, in a liquid money market account selected by the instructions of the GrantorTrustee, or as described in the Program Literaturesavings deposit accounts of any of its affiliates, that bear a reasonable rate of interest); and and (hj) To amend this to maintain the separate subtrusts within the Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII(separate accounting to be for such purposes, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreementamong others, the Grantor will be deemed to have consented to such amendment unless the Grantor responds as recording: contributions and income thereon by Employers, allocations between various Plans, and allocations among specific individuals participating in writing with- in 30 days of the mailing of such request, indicating his refusal to consentPlans).

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with shall have the following powerspowers and authority in the administration of the Trust, rights and dutiesin addition to those vested in it elsewhere in this Trust Agreement or by law: (a) To invest and reinvest Trust assets, without distinction between principal and income, in any kind of property, real, personal or mixed, tangible or intangible, and in any kind of investment, security or obligation suitable for the investment of Trust assets, including federal, state and municipal tax-free obligations and other tax-free investment vehicles, insurance policies and annuity contracts, and any common trust fund, group trust, pooled fund, or other commingled investment fund maintained by the Trustee or any other bank or entity for Trust investment purposes in which the Trust is eligible to invest and the provisions governing such fund shall be part of the Trust Agreement as though fully restated herein; provided, however, that it is the intent of the Grantor, which shall be precatory and not binding, that the Trustee invest the Trust assets, in the absence of specific investment direction from the Grantor, to the extent possible, in tax-free or tax-deferred investment vehicles, such as life insurance or annuity products. (b) To purchase, and maintain as owner, a life insurance policy or policies with respect to Grantor; provided, however, the Trustee shall not be required to purchase or take any action under any life insurance policy or policies unless so directed by the Grantor, which shall designate the face amount of and terms of such policy and the insurance company; (c) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of, any security or other property at any time held except that the Trustee shall have no right or obligation to take any action with respect to any insurance contract or policy unless so directed by the Grantor; (d) 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; provided, however, the Trustee shall not be expected or required to undertake any of the foregoing unless there are sufficient assets in the Trust with which to do so, or the Trustee has received assurances by a party to this Trust, satisfactory to the Trustee, of the payment or reimbursement of the expenses connected therewith; (e) To exercise any conversion privilege (other than conversion privileges with respect to any insurance policy which shall be exercised only upon direction of the Bank) and/or subscription right available in connection with securities or other property at any time held, to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, bank or association or to the sale, mortgage, pledge or lease of the property of any corporation, bank or association any of the securities of which may at any time be held and to do any act with reference thereto, including the exercise of options, the making of agreement or subscription, which may be deemed necessary or advisable in connection therewith, and to hold cashand retain any securities or other properties so acquired; (f) To hold cash uninvested for a reasonable period of time (not in excess of thirty (30) days without the express written consent of the Grantor) under the circumstances without liability for interest, pending investment or distribution, thereof or the Company’s common stock in the Trust payment of expenses or making distributions therewith; (g) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable; (h) To employ suitable agents and counsel and to pay their reasonable expenses and compensation; (i) To register any securities held hereunder in the name of the Trustee or its nominee, or in another form as it may deem best, the name of a nominee with or without disclosing the trustee relationshipaddition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form and to combine certificates representing such securities with certificates of the same issue held by Trustee in other fiduciary or representative capacities, or to deposit securities in any qualified central depository where such securities may be held in bulk in the name of the nominee of such depository with securities deposited by other depositors, or deposit securities issued by the United States Government, or any agency or instrumentalities thereof, with a Federal Reserve Bank; (bj) To retain make, execute and deliver, as Trustee, any funds and all conveyances, contracts, waivers, releases or property subject to any dispute with- out liability other instruments in writing necessary or proper for the payment accomplishment of interest and to decline to make payment or delivery any of the funds or property until a court of competent jurisdiction makes final adjudication;foregoing powers; and (ck) To charge against have any and pay from all other powers or authority, under the Trust all taxes laws of any nature leviedthe state in which the Trustee’s principal executive offices are located, assessedrelevant to performance in the capacity as Trustee. When and if requested to do so by the Bank, or imposed upon the Trust, significant and to pay all reasonable expenses and attorney fees which may be necessarily incurred material actions taken by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Accountshall be evidenced by a written instrument signed by the Trustee. The Bank shall be entitled to receive a copy of said written instrument, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards upon written request delivered to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentTrustee.

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with shall have all the following powers, rights and privileges as may be required and reasonably necessary to perform, accomplish and comply with the duties: (a) To hold cash, pending investment obligations and undertakings required or distributionpermitted by this Indenture to be made, kept and performed by the Trustee. Further, in case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition, or other similar judicial proceedings affecting the Company, any other obligor on the Notes, or the Company’s common stock creditors or property of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the Trust court and shall be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the name claims of the Trustee and of the Noteholders allowed in any judicial proceeding relative to the Company, or any other obligor on the Notes, or its nomineecreditors or its property, or in another form as it may deem best, with or without disclosing the trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment entire amount due and payable by the Company or such other obligor under the Indenture at the date of interest institution of such proceedings and to decline to make payment for any additional amount that may become due and payable by the Company or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon the Trustsuch other obligor after such date, and to pay all reasonable expenses collect and attorney fees which may be necessarily incurred by receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee with respect under SECTION 8.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the Noteholders to the foregoing matter; (d) To file any tax or information return required of make such payments to the Trustee, and to pay any taxand, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to in the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except event that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards consent to the Grantormaking of such payments directly to the Noteholders, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to pay to the Trustee the power any amount due to amend it under SECTION 8.06. All rights of action and of asserting claims under this Trust agreement with- out Indenture, or under any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If Notes, may be enforced by the Trustee does request without the consent possession of any of the Grantor to Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an amendment to express trust, and any recovery of judgment shall be for the pro rata benefit of the holders of the Notes then Outstanding issued under the terms of this Trust agreementIndenture and supplements thereto. In case of a Default or Event of Default hereunder, the Grantor will be deemed Trustee may in its discretion proceed to have consented protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such amendment unless rights, either at law or in equity or in bankruptcy or otherwise, whether for the Grantor responds specific enforcement of any covenant or agreement contained in writing with- this Indenture or in 30 days aid of the mailing exercise of such requestany power granted in this Indenture, indicating his refusal or to consentenforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Trustee’s Powers. The In conformance with the powers conferred upon the Conservator, the Trustee is authorized and empoweredshall have all such further powers as shall be necessary or appropriate for the effective administration of the Trust, including, but not by way of limitationlimited to, with the following powers, rights and duties: (a) 2.5.1 To hold cashany property received into the Trust as long as the Trustee may deem advisable; 2.5.2 For the entire term of the Trust, pending investment or distributionto market, sell, convert, assign, convey, exchange, transfer, pledge, encumber, or otherwise dispose of, or grant options with respect to, any of the Company’s common stock property comprising the Trust Assets at public or private sale, for such consideration and upon such terms and conditions as the Trustee deems advisable, and without liability on the part of the purchaser to see to the application of the purchase money or to inquire into the validity or propriety of such sale; and to execute and deliver good and sufficient deeds or other evidences of title for any assets, conveying title free and clear of the Trust. Notwithstanding the foregoing, the sale, assignment, transfer or disposition of the Trust Assets shall be subject to the transfer restrictions set forth in the Rehabilitation Agreement and related agreements, and approval by the Conservation Court; 2.5.3 To manage and operate the Trust and any and all of the Trust Assets at any time held hereunder; to lease all or any part of real or personal property included in the Trust Assets on such terms, rentals and conditions as the Trustee shall deem advisable, notwithstanding the fact that the terms of such leases may extend beyond the life of the Trust; to release, partition, vacate or abandon the same; to grant and acquire licenses and easements with respect thereto; to make improvements to or upon the same; to construct, demolish, alter, repair, maintain and rebuild buildings and other improvements; and to use other Trust Assets for any of the foregoing purposes; 2.5.4 To borrow money for the benefit of the Trust from any source, upon such terms and for such periods as the Trustee may deem advisable; to evidence such borrowing by promissory notes, bonds or other evidences of indebtedness; and to secure the payment of the same by pledge, deed of trust or mortgage of the Trust Assets; 2.5.5 To join in or to dissent from and oppose the reorganization, recapitalization, consolidation, merger, liquidation, or sale of corporations or properties in which the Trust has an interest; 2.5.6 To hold all or any portion of the Trust Assets in the name of the Trustee or its of a nominee, or in another form as it may deem best, with or without disclosing disclosure of the trustee relationshipTrust; 2.5.7 To prosecute, defend, compromise, arbitrate or otherwise adjust or settle claims in favor of or against the Trustee or the Trust; 2.5.8 To delegate the administration of any particular property or portion of the Trust Assets to such individuals or corporations as the Trustee may deem advisable, including, without limitation, delegation to the Deputy Trustee and Counsel (b) To retain any funds “Delegates”); to convey or property subject cause to be conveyed for such purpose to the Delegates the title to any dispute with- such property under such conditions and restrictions as the Trustee may deem proper; to grant with respect to such property, any part or all of the powers hereunder. The Trustee shall not be liable for the conduct of the Delegates if reasonable care is taken in the selection thereof, but any such delegate shall be and remain obligated to account to the Trustee for any such property and all avails therefrom; 2.5.9 To employ and compensate, out of Trust Assets, agents, accountants, attorneys-in-fact, attorneys-at-law, tax specialists, brokers, and other assistants, employees and advisers (“Employees”) as deemed necessary by the Trustee for the proper administration of the Trust, without liability for any misconduct, neglect, default or omission of any such Employee, provided reasonable care is exercised in the selection and employment thereof; 2.5.10 To effect fire, rent, title, liability, casualty, or other insurance of any nature, in any form and in any amount; 2.5.11 To reimburse the Trustee from the Trust Assets for any loss or expense incurred by reason of the Trustee’s ownership or holding of any property in the Trust; to reimburse the Trustee from the Trust Assets for all claims, losses, damages, expenses, charges and costs (including, without limitation, counsel fees, expenses and liabilities incurred in prosecuting or defending any claim, suit or action) which result from the performance of the Trustee’s duties hereunder, and are not attributable to the Trustee’s willful default or willful neglect; all such expenses incurred in defending any action or suit may be paid by the Trust to the Trustee as incurred by him, even though such payment may be made in advance of the final disposition of such action or suit; 2.5.12 To perform all obligations of the Trust or the Trustee which survive the closing of the conservation of Majestic; 2.5.13 To withhold all applicable taxes from any distribution made to any Beneficiary of the Trust, if the Trustee reasonably believes that the Trustee is or may be required to withhold such taxes, and to distribute such withheld taxes either to: (i) the appropriate governmental agency responsible for the collection of such taxes; or (ii) to the Beneficiary from whom such taxes were withheld, but only upon presentation to the Trustee of a final, non-appealable order from a court or from the governmental agency responsible for the collection of such taxes; 2.5.14 To establish such reserves as the Trustee may, in his sole discretion, deem necessary or appropriate, including without limitation, reserves for the payment of interest any and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon kind and for the satisfaction of the obligations of the Trust, and reserves for potential disbursements to pay all reasonable expenses be required in the future to meet the purposes of this Trust; and 2.5.15 The Trustee shall have full power, authority and attorney fees discretion to deal with any situation which may be necessarily incurred by arise respecting the Trust or any part thereof in such manner as the Trustee with respect shall deem advisable and in the best interests of the Trust. The grant to the foregoing matter; (d) To file Trustee of any tax specific power, authority or information return required discretion, or the failure to grant specifically herein any other power, authority or discretion, except as expressly provided otherwise in this Trust Agreement, shall not be construed to limit or curtail in any way or to any extent said full and complete power, authority and discretion of the Trustee, which shall be exercisable at all times by the Trustee respecting any and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished all matters of whatsoever character pertaining to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to or any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentpart thereof.

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with shall have the following powerspowers and authority in the administration of the Trust, rights and dutiesin addition to those vested in it elsewhere in this Trust Agreement or by law: (a) To invest and reinvest Trust assets, without distinction between principal and income, in any kind of property, real, personal or mixed, tangible or intangible, and in any kind of investment, security or obligation suitable for the investment of Trust assets, including federal, state and municipal tax-free obligations and other tax-free investment vehicles, insurance policies and annuity contracts, and any common trust fund, group trust, pooled fund, or other commingled investment fund maintained by the Trustee or any other bank or entity for Trust investment purposes in which the Trust is eligible to invest and the provisions governing such fund shall be part of the Trust Agreement as though fully restated herein; provided, however, that it is the intent of the Grantor, which shall be precatory and not binding, that the Trustee invest the Trust assets, in the absence of specific investment direction from the Grantor, to the extent possible, in tax-free or tax-deferred investment vehicles, such as life insurance or annuity products. (b) To purchase, and maintain as owner, a life insurance policy or policies with respect to Grantor; provided, however, the Trustee shall not be required to purchase or take any action under any life insurance policy or policies unless so directed by the Grantor, which shall designate the face amount of and terms of such policy and the insurance company; (c) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of, any security or other property at any time held except that the Trustee shall have no right or obligation to take any action with respect to any insurance contract or policy unless so directed by the Grantor; (d) 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; provided, however, the Trustee shall not be expected or required to undertake any of the foregoing unless there are sufficient assets in the Trust with which to do so, or the Trustee has received assurances by a party to this Trust, satisfactory to the Trustee, of the payment or reimbursement of the expenses connected therewith; (e) To exercise any conversion privilege (other than conversion privileges with respect to any insurance policy which shall be exercised only upon direction of the Bank) and/or subscription right available in connection with securities or other property at any time held, to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, bank or association or to the sale, mortgage, pledge or lease of the property of any corporation, bank or association any of the securities of which may at any time be held and to do any act with reference thereto, including the exercise of options, the making of agreement or subscription, which may be deemed necessary or advisable in connection therewith, and to hold cashand retain any securities or other properties so acquired; (f) To hold cash uninvested for a reasonable period of time (not in excess of thirty (30) days without the express written consent of the Grantor) under the circumstances without liability for interest, pending investment or distribution, thereof or the Company’s common stock in the Trust payment of expenses or making distributions therewith; (g) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable; (h) To employ suitable agents and counsel and to pay their reasonable expenses and compensation; (i) To register any securities held hereunder in the name of the Trustee or its nominee, or in another form as it may deem best, the name of a nominee with or without disclosing the trustee relationshipaddition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form and to combine certificates representing such securities with certificates of the same issue held by Trustee in other fiduciary or representative capacities, or to deposit securities in any qualified central depository where such securities may be held in bulk in the name of the nominee of such depository with securities deposited by other depositors, or deposit securities issued by the United States Government, or any agency or instrumentalities thereof, with a Federal Reserve Bank; (bj) To retain make, execute and deliver, as Trustee, any funds and all conveyances, contracts, waivers, releases or property subject to any dispute with- out liability other instruments in writing necessary or proper for the payment accomplishment of interest and to decline to make payment or delivery any of the funds or property until a court of competent jurisdiction makes final adjudication;foregoing powers; and (ck) To charge against have any and pay from all other powers or authority, under the Trust all taxes laws of any nature leviedthe state in which the Trustee=s principal executive offices are located, assessedrelevant to performance in the capacity as Trustee. When and if requested to do so by the Bank, or imposed upon the Trust, significant and to pay all reasonable expenses and attorney fees which may be necessarily incurred material actions taken by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Accountshall be evidenced by a written instrument signed by the Trustee. The Bank shall be entitled to receive a copy of said written instrument, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards upon written request delivered to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentTrustee.

Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by the Trustee, as hereinafter set forth and shall in no event be exercisable by or rest with the Participants. The Bank shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust, provided that any such assets are acceptable to the Trustee. This right is exercisable by the Bank in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. (b) Subject to the foregoing, the Trustee shall have the following discretion, powers and authority in the administration and investment of the assets of the Trust, in addition to those vested in the Trustee elsewhere in this Trust Agreement or by applicable law: (i) Subject to any written investment guidelines provided to the Trustee by the Bank from time to time, to invest and reinvest the assets of the Trust, without distinction between principal and income, in any kind of property, real, personal or mixed, tangible or intangible and in any kind of investment, security or obligation suitable for the investment of Trust assets, including federal, state and municipal tax-free obligations and other tax-free investment vehicles, insurance policies and annuity contracts, and any common bust fund, group trust, pooled fund, or other commingled investment fund maintained by the Trustee or any other bank or entity for trust investment purposes in which the Trust is authorized eligible to invest and empoweredthe provisions governing such funds shall be part of the Trust Agreement as though fully restated herein; and to have all the rights, powers and privileges of an owner with respect to the securities held in the Trust, including, but not by way of limitationlimited to, with the following powerspowers to vote, rights give proxies, and duties:pay assessments, to participate in voting busts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations, and transfer title to any protective or other committee on such terms as the Trustee may deem advisable, and to exercise or sell stock subscription or conversion rights; (aii) To purchase, and maintain as owner, a life insurance policy or policies with respect to Participants; provided however, that the Trustee shall not be required to purchase or take any action under a life insurance policy or policies with respect to the Participants unless directed to do so by the Bank, which shall designate the face amount of said policy or policies, the terms of the policy or policies and the insurance company; (iii) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of, any security or other property at any time held except that the Trustee shall have no right or obligation to take any action with respect to any insurance contract or policy unless so directed by the Bank; (iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due to or owning to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust in all suits or legal proceedings provided, however, the Trustee shall not be expected or required to undertake any of the foregoing unless there are sufficient assets in the Trust with which to do so, or the Trustee has received assurances by a party to this Trust, satisfactory to the Trustee, of the payment or reimbursement of the expenses connected therewith; (v) To exercise any conversion privilege (other than conversion privileges with respect to any insurance policy, which shall be exercised only upon direction of the Bank) and/or subscription right available in connection with securities or other property at any time held, to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, bank or association or to the sale, mortgage, pledge or lease of the property of any corporation, bank or association any of the securities of which may at any time be held and to do any act with reference thereto, including the exercise of options, making of agreement or subscription, which may be deemed necessary or advisable in connection herewith, and to hold and retain any securities or other properties so acquired; (vi) To hold cashcash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment or distribution, thereof or the Company’s common stock in the Trust payment of expenses or making distribution therewith; (vii) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable; (viii) To employ suitable agents and counsel and to pay their reasonable expenses and compensation; (ix) To register any securities held hereunder in the name of the Trustee or its nominee, or in another form as it may deem best, the name of a nominee with or without disclosing the trustee relationshipaddition of welds indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities, or to deposit securities in any qualified central depository where such securities may be held in bulk in the name of the nominee of such depository with securities deposited by other depositors, or deposit securities issued by the United States Government, or any agency or instrumentalities thereof, with a Federal Reserve Bank; (bx) To retain make, execute and deliver, as the Trustee, any funds and all conveyances, contracts, waivers, releases or property subject to any dispute with- out liability other instruments in writing necessary or proper for the payment accomplishment of interest and to decline to make payment or delivery any of the funds or property until a court of competent jurisdiction makes final adjudicationforegoing powers; (cxi) To charge against have any and pay all other powers or authority, under the laws of the state in which the Trustee's principal executive offices are located, relevant to performance in the capacity as the Trustee; and (xii) To settle, compromise or submit to arbitration, any claims, debts or damages, due or owing to or from the Trust all taxes of any nature levied, assessed, or imposed upon the Trust, to commence or defend suits or legal proceedings and to pay all reasonable expenses and attorney fees which may be necessarily incurred by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of represent the Trust Accountin all suits or legal proceedings; provided, including a statement of the assets of the Trust held at the end of the calendar yearhowever, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged expected or required to undertake any of the foregoing unless there are sufficient assets in the Trust with which to do so unless indemnified to its satisfaction; (g) To forward proxy cards so, or the Trustee has received assurances by the Bank or other party, satisfactory to the GrantorTrustee, whose shares shall be voted in accordance with the instructions of the Grantor, payment or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent reimbursement of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentexpenses connected therewith.

Trustee’s Powers. The Subject to the provisions of Section 8 hereof, the Trustee is authorized and empowered, but not by way of limitation, with shall have the following powers, rights rights, and dutiesduties in addition to those vested in it elsewhere in this Trust Agreement or by law, which shall be exercised upon direction of the Company or by the Trustee itself pursuant to a separate written agreement appointing the Trustee as an investment manager: (a) To hold cash, pending investment to purchase or distribution, subscribe for any securities or the Company’s common stock in the Trust in the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationshipother property; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature leviedsell, assessedexchange, mortgage, or imposed upon the Trust, and to pay all reasonable expenses and attorney fees which may be necessarily incurred by the Trustee with respect to the foregoing matter; (d) To file lease any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at fund; (c) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the end powers herein granted; (d) to vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith, and generally to exercise any of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt powers of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee an owner with respect to stocks, bonds, securities, or other property held in the report, act Trust fund; (e) to hold securities in the name of any one or proceduremore nominees and to deposit securities with stock clearing corporations or depositaries; (f) To beginto settle, maintain compromise, adjust, or submit to arbitration any and all claims, debts or damages due or owing to or from the Trust, to commence or defend suits or legal proceedings whenever, in the judgment of the Trustee, any litigation necessary in connection with the administration interests of the Trust Accountrequire it, except that and to represent the Trustee shall not be obliged Trust in all suits or required to do so unless indemnified to its satisfactionlegal proceedings in any court of law or equity or before any other body or tribunal; (g) To forward proxy cards to delegate, if properly directed in writing by the GrantorCompany, whose shares any of the Trustee's functions under this Trust Agreement; (h) to perform all acts which the Trustee shall deem necessary or appropriate and exercise any and all powers and authority of the Trustee under this Trust Agreement; (i) to keep any portion of the Trust fund in cash (cash received or held by the Trustee shall be voted deposited by the Trustee in accordance with its own savings deposit accounts, in a liquid money market account selected by the instructions of the GrantorTrustee, or as described in the Program Literaturesavings deposit accounts of any of its affiliates, that bear a reasonable rate of interest); and (hj) To amend this to maintain the separate subtrusts within the Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII(separate accounting to be for such purposes, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreementamong others, the Grantor will be deemed to have consented to such amendment unless the Grantor responds as recording: contributions and income thereon by Employers, allocations between various Plans, and allocations among specific individuals participating in writing with- in 30 days of the mailing of such request, indicating his refusal to consentPlans).

Trustee’s Powers. The Trustee is authorized and empoweredempow- ered, but not by way of limitation, with the following powers, rights and duties: (a) To hold cash, pending investment or distribution, or the Company’s common stock in the Trust in the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee Trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment of interest and to decline to make payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust Account all taxes of any nature levied, assessed, or imposed upon the Trust, and to pay all reasonable expenses and attorney attor- ney fees which may be necessarily incurred by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such tax return; (e) To furnish or cause to be furnished to the Grantor Responsible Individual an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor Responsible Individual files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor Responsible Individual shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards to the GrantorResponsible Individual, whose shares shall be voted in accordance with the instructions of the GrantorResponsible Individual, or as described in the Program Literature; and (h) To amend this Trust agreement Agreement consistent with the pro- visions provi- sions of applicable law. Notwithstanding the provisions of Article VIIIIX, the Grantor and the Responsible Individual irrevocably delegates delegate to the Trustee the power to amend this Trust agreement with- out Agreement without any prior consent of the Grantor or Responsible Individual upon 30 days prior written writ- ten notice to the Grantor Responsible Individual setting forth such amend- mentamendment. If the Trustee does request the consent of the Grantor to Responsible Individual for an amendment to this Trust agreementAgreement, the Grantor and the Responsible Individual will be deemed to have consented to such amendment unless the Grantor Responsible Individual responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consent.

Trustee’s Powers. The In addition to the powers elsewhere conferred upon the Trustee is authorized under this Agreement, in the Plans or by law, the Trustee shall have the following power and empoweredauthority, but not by way of limitationwithout court approval, with respect to all property constituting part of the following powers, rights and dutiesFund: (a) To hold cashSell, pending investment transfer, exchange, pledge, lease or distribution, otherwise dispose of such property at public or private sale for cash or on credit and grant options for the Company’s common stock in the Trust in the name of the Trustee purchase or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationshipexchange thereof; (b) To retain any Borrow funds or property subject to any dispute with- out liability for the payment of interest and to decline extent temporarily required to make any payment or delivery of the funds or property until a court of competent jurisdiction makes final adjudicationinvestment authorized by this Agreement; (c) To charge against Exercise all rights of ownership with respect to all stocks, securities and pay from the Trust all taxes of any nature levied, assessed, or imposed upon other property owned by the Trust, including, without limitation, the power and authority to exercise voting rights, to participate in reorganizations, recapitalizations, consolidations, mergers and similar transactions, and to pay all reasonable expenses exercise any options, subscription rights and attorney fees which may be necessarily incurred by the Trustee with respect to the foregoing matterconversion privileges; (d) To file any tax Carry investments in its own name, in the name of a nominee or information return required of the Trusteein bearer form, and to pay any tax, interest or penalty associat- ed deposit investments with any such returnrecognized depository institution or clearing corporation, or hold investments in the book entry system of any federal reserve bank or in any equivalent book entry system; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust AccountEmploy agents, including a statement of the assets of the Trust held at the end of the calendar yearcustodians, which report shall be conclusive on all personsaccountants, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance counsel and discharge to the Trustee with respect to the report, act or procedureinvestment advisers and pay their reasonable expenses and compensation; (f) To beginIf so directed by the Corporation, maintain fund or defend provide benefits by the purchase of insurance or annuity contracts issued by insurance companies licensed to do business in any litigation necessary state in connection with which the administration Trustee does business; (g) Purchase brokerage services, including such services provided by an affiliate of the Trust AccountTrustee, except provided that such purchase does not constitute a prohibited transaction for which no exemption exists; (h) Exercise itself or by general or limited power of attorney, any right, including the right to vote, incident to any security or other property held by it; (i) ▇▇▇ to enforce, defend, compromise, arbitrate or settle any claim, law suit or other judicial proceeding involving the Fund, provided that the Trustee shall not be obliged or required to take any action with respect to any such claim unless directed to do so by the Corporation and unless indemnified to its satisfaction; (g) To forward proxy cards provided with such assurance of indemnification as is satisfactory to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program LiteratureTrustee; and (hj) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to Perform all acts which the Trustee the power shall deem necessary or appropriate to amend perform its duties and discharge its responsibilities under this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentAgreement.

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with shall have the following powerspowers and authority in the administration of the Trust, rights and dutiesin addition to those vested in it elsewhere in this Trust Agreement or by law: (a) To invest and reinvest Trust assets, without distinction between principal and income, in any kind of property, real, personal or mixed, tangible or intangible, and in any kind of investment, security or obligation suitable for the investment of Trust assets, including federal, state and municipal tax-free obligations and other tax-free investment vehicles, insurance policies and annuity contracts, and any common trust fund, group trust, pooled fund, or other commingled investment fund maintained by the Trustee or any other bank or entity for Trust investment purposes in which the Trust is eligible to invest and the provisions governing such fund shall be part of the Trust Agreement as though fully restated herein; provided, however, that it is the intent of the Grantor, which shall be precatory and not binding, that the Trustee invest the Trust assets, in the absence of specific investment direction from the Grantor, to the extent possible, in tax-free or tax-deferred investment vehicles, such as life insurance or annuity products. (b) To purchase, and maintain as owner, a life insurance policy or policies with respect to Grantor; provided, however, the Trustee shall not be required to purchase or take any action under any life insurance policy or policies unless so directed by the Grantor, which shall designate the face amount of and terms of such policy and the insurance company; (c) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other properly, or otherwise to dispose of, any security or other property at any time held except that the Trustee shall have no right or obligation to take any action with respect to any insurance contract or policy unless so directed by the Grantor; (d) 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; provided, however, the Trustee shall not be expected or required to undertake any of the foregoing unless there are sufficient assets in the Trust with which to do so, or the Trustee has received assurances by a party to this Trust, satisfactory to the Trustee, of the payment or reimbursement of the expenses connected therewith; (e) To exercise any conversion privilege (other than conversion privileges with respect to any insurance policy which shall be exercised only upon direction of the Bank) and/or subscription right available in connection with securities or other property at any time held, to oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, bank or association or to the sale, mortgage, pledge or lease of the property of any corporation, bank or association any of the securities of which may at any time be held and to do any act with reference thereto, including the exercise of options, the making of agreement or subscription, which may be deemed necessary or advisable in connection therewith, and to hold cashand retain any securities or other properties so acquired; (f) To hold cash uninvested for a reasonable period of time (not in excess of thirty (30) days without the express written consent of the Grantor) under the circumstances without liability for interest, pending investment or distribution, thereof or the Company’s common stock in the Trust payment of expenses or making distributions therewith; (g) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions as may be deemed advisable; (h) To employ suitable agents and counsel and to pay their reasonable expenses and compensation; (i) To register any securities held hereunder in the name of the Trustee or its nominee, or in another form as it may deem best, the name of a nominee with or without disclosing the trustee relationshipaddition of words indicating that such securities are held in a fiduciary capacity and to hold any securities in bearer form and to combine certificates representing such securities with certificates of the same issue held by Trustee in other fiduciary or representative capacities, or to deposit securities in any qualified central depository where such securities may be held in bulk in the name of the nominee of such depository with securities deposited by other depositors, or deposit securities issued by the United States Government, or any agency or instrumentalities thereof, with a Federal Reserve Bank; (bj) To retain make, execute and deliver, as Trustee, any funds and all conveyances, contracts, waivers, releases or property subject to any dispute with- out liability other instruments in writing necessary or proper for the payment accomplishment of interest and to decline to make payment or delivery any of the funds or property until a court of competent jurisdiction makes final adjudication;foregoing powers; and (ck) To charge against have any and pay from all other powers or authority, under the Trust all taxes laws of any nature leviedthe state in which the Trustee’s principal executive offices are located, assessedrelevant to performance in the capacity as Trustee. When and if requested to do so by the Bank, or imposed upon the Trust, significant and to pay all reasonable expenses and attorney fees which may be necessarily incurred material actions taken by the Trustee with respect to the foregoing matter; (d) To file any tax or information return required of the Trustee, and to pay any tax, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Accountshall be evidenced by a written instrument signed by the Trustee. The Bank shall be entitled to receive a copy of said written instrument, except that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards upon written request delivered to the Grantor, whose shares shall be voted in accordance with the instructions of the Grantor, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to the Trustee the power to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreement, the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days of the mailing of such request, indicating his refusal to consentTrustee.

Trustee’s Powers. The Trustee is authorized Trustees, without any action or consent, by the Beneficiary, shall have and empowered, but not by way of limitation, with may exercise at any time the following powers, rights powers and dutiesauthorities: (a) To hold cashand continue to hold as an investment the property, pending investment of any additional property which may be received by them, so long as' they deem proper, and to invest, acquire and reinvest in any securities or distributionproperty, whether or not income--producing, deemed bY them to be for the Company’s common stock in best interest of the Trust in and the name of the Trustee or its nominee, or in another form as it may deem best, with or without disclosing the trustee relationship; Beneficiary; (b) To retain rent or lease any funds or property subject to any dispute with- out liability of the Trust for the payment of interest time and to decline to make payment upon the terms and for the price or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; prices as in their discretion and judgment may seem just and proper; (c) To charge against sell and pay from convey any of the property of the Trust or any interest, or to exchange it for other property, for the price or prices and upon the terms as in their discretion and judgment may be deemed for the best interest of the Trust and the Beneficiary; (d) To make all taxes repairs and improvements at any time deemed necessary and proper to and upon real property constituting a part of the Trust; (e) To deduct, retain. expend, and payout of any nature levied, assessed, or imposed money belonging to the Trust any and all necessary and proper expenses in connection with the operation and conduct of the Trust; (f) To vote upon all securities belonging to the Trust, and to become a party to any stockholders' agreements deemed advisable by them in connection with the securities; (g) To consent to the reorganization, consolidation, merger, liquidation, readjustment of, or other change in any corporation, company, or association; (h) To compromise, settle, arbitrate, or defend any ·claim or demand in favor of or against the Trust; (i) To incur and pay all reasonable the ordinary and necessary expenses of administration, including (but not by way of limitation) attorneys' fees, accountants' fees, investment counsel fees, and the like; 0) To act through an agent or attorney-in-fact, by and under power of attorney fees which may be necessarily incurred duly executed by the Trustee with respect to Trustees, in carrying out any of the foregoing matter; authorized powers and duties; (dk) To file borrow money for any tax or information return required purposes of the TrusteeTrust, or incidental to their administration, upon their bond or promissory note as trustees, and to pay secure their repayment by mortgaging, creating a security interest in, or pledging or , otherwise encumbering any tax, interest part or penalty associat- ed with any such return; all of the property of the Trust; (e1) To furnish lend money to any person or cause to be furnished to persons upon the Grantor an annual calendar year report concerning terms and in the status ways and with the security as they may deem advisable for the best interest of the Trust Account, including a statement of and the assets Beneficiary; (m) To engage in business with the property of the Trust held at as sole proprietor, or as a general 01: limited partner~ with all the end of powers customarily exercised by an individual so engaged in business, and to hold an undivided interest in any property as tenant in common or as tenant in partnership; (n) To determine the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning manner in which the Grantor files with the Trustee written exceptions expenses incidental to or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Accountshall be apportioned as between corpus and income; (o) The , except that Trustees may freely act under all or any of the Trustee shall not be obliged or required powers .by this Trust Agreement given to do so unless indemnified to its satisfaction; (g) To forward proxy cards them in all matters concerning the Trust, after forming their judgment based upon all the . circumstances of any particular situation as to the Grantor, whose shares shall be voted wisest and best course to pursue in accordance with the instructions . interest of the GrantorTrust and the Beneficiary, without the necessity of obtaining the consent or as described in permission of any interested person. or the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions consent or approval of applicable lawany court The powers . Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates granted to the Trustee the power Trustees may be exercised in whole or in part, from time to amend this Trust agreement with- out any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If the Trustee does request the consent of the Grantor to an amendment to this Trust agreementtime, the Grantor will and shall be deemed to have consented be supplementary to such amendment unless the Grantor responds in writing with- in 30 days and riot exclusive' of the mailing general powers of such requesttrustees pursuant to law, indicating his refusal and shall include all powers necessary to consent.carry them into effect

Trustee’s Powers. The Trustee is authorized and empowered, but not by way of limitation, with shall have all the following powers, rights and privileges as may be required and reasonably necessary to perform, accomplish and comply with the duties: (a) To hold cash, pending investment obligations and undertakings required or distributionpermitted by this Indenture to be made, kept and performed by the Trustee. Without limiting the foregoing, the Trustee, its assigns and its legal representatives shall have all the remedies of a secured party under the Uniform Commercial Code and such further rights and remedies as from time to time may hereafter be provided in any relevant jurisdiction for a secured party. Further, in case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition, or other similar judicial proceedings affecting the Company, any other obligor on the Notes, or the Company’s common stock property of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the Trust court and shall be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the name claims of the Trustee and of the holders of the Notes allowed in any judicial proceeding relative to the Company, or any other obligor on the Notes, or its nomineeproperty, or in another form as it may deem best, with or without disclosing the trustee relationship; (b) To retain any funds or property subject to any dispute with- out liability for the payment entire amount due and payable by the Company or such other obligor under this Indenture at the date of interest institution of such proceedings and to decline to make payment for any additional amount that may become due and payable by the Company or delivery of the funds or property until a court of competent jurisdiction makes final adjudication; (c) To charge against and pay from the Trust all taxes of any nature levied, assessed, or imposed upon the Trustsuch other obligor after such date, and to pay all reasonable expenses collect and attorney fees which may be necessarily incurred by receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee with respect under Section 8.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of the Notes to the foregoing matter; (d) To file any tax or information return required of make such payments to the Trustee, and to pay any taxand, interest or penalty associat- ed with any such return; (e) To furnish or cause to be furnished to in the Grantor an annual calendar year report concerning the status of the Trust Account, including a statement of the assets of the Trust held at the end of the calendar year, which report shall be conclusive on all persons, except as to any act or transaction concerning which the Grantor files with the Trustee written exceptions or objections within 60 days after the receipt of the report statements, or which the law authorizes a longer period within which to object. The approval of any report, act or procedure by the Grantor shall be a full acquittance and discharge to the Trustee with respect to the report, act or procedure; (f) To begin, maintain or defend any litigation necessary in connection with the administration of the Trust Account, except event that the Trustee shall not be obliged or required to do so unless indemnified to its satisfaction; (g) To forward proxy cards consent to the Grantor, whose shares shall be voted in accordance with making of such payments directly to the instructions holders of the GrantorNotes pursuant to the terms of this Indenture, or as described in the Program Literature; and (h) To amend this Trust agreement consistent with the pro- visions of applicable law. Notwithstanding the provisions of Article VIII, the Grantor irrevocably delegates to pay to the Trustee the power any amount due to amend it under Section 8.06. All rights of action and of asserting claims under this Trust agreement with- out Indenture, or under any prior consent of the Grantor upon 30 days prior written notice to the Grantor setting forth such amend- ment. If Notes, may be enforced by the Trustee does request without the consent possession of any of the Grantor to Notes, or the production thereof on any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an amendment to this Trust agreementexpress trust, and any recovery of judgment shall be for the Grantor will be deemed to have consented to such amendment unless the Grantor responds in writing with- in 30 days pro rata benefit of the mailing holders of such request, indicating his refusal to consentthe Notes then Outstanding issued under the terms of this Indenture and supplements thereto.