Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. 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, Trustee shall have the following powers and authority in the administration of the assets of the Trust, in addition to those vested in it elsewhere in this Trust Agreement or by law: (i) Subject to investment guidelines issued by Bank, 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 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; (ii) 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 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, or in the event of a Change in Control, by the Benefits Determiner; (iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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, or in the event of a Change in Control, by the Benefits Determiner) 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 and retain any securities or other properties so acquired; (vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 in the name of a nominee with or without the addition 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; (x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers; (xi) To have any and 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 Trustee; and (xii) 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.
Appears in 1 contract
Sources: Deferred Compensation Agreement (Amb Financial Corp)
Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. 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 powers and authority in the administration of the assets of the TrustTrust Fund, in addition to those vested in it elsewhere in this Trust Agreement or by law:
(ia) Subject to the Grantor's right to direct the investment guidelines issued by Bankof the Trust Fund, as provided in Section 3, to invest and reinvest the assets of the TrustTrust Fund, 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 assetstrust funds, 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 purposes; provided, however, that it is the desire of the Grantor, which shall be precatory and not binding, that the Trustee invest the Trust is eligible Fund, in the absence of specific investment direction from the Grantor, to invest and the provisions governing extent possible, in tax- deferred investment vehicles, such fund shall be part of the Trust Agreement as though fully restated herein;life insurance or annuity products.
(iib) To purchase, and maintain as owner, a life insurance policy or policies with respect to participants; provided, however, that on the Trustee shall not be required to purchase or take any action under a life insurance policy or policies with respect to 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.Grantor;
(iiic) 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, or in the event of a Change in Control, by the Benefits Determinerheld;
(iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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, or in the event of a Change in Control, by the Benefits Determiner) 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 and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 in the name of a nominee with or without the addition 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and 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 Trustee; and
(xiid) 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;
(e) To exercise any conversion privilege and/or subscription right available in connection with securities or other property at any time held, howeverto oppose or to consent to the reorganization, consolidation, merger or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association any of the securities of which may at any time be held in the Trust Fund and to do any act with reference thereto, including the exercise of options, the making of agreements or subscriptions, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other properties so acquired;
(f) To hold cash uninvested for a reasonable period of time (not in excess of ten (10) days without the express written consent of the Grantor) without liability for interest, pending investment thereof or the 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 shall not be expected or required in the name of a nominee with or without the addition of words indicating that such securities are held in a fiduciary capacity and to undertake hold any securities in bearer form;
(j) To make, execute and deliver, as Trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing unless there powers; and
(k) To have any and all other powers or authority, under the laws of the state in which the Trustee's principal executive offices are sufficient assets located, relevant to performance in the Trust with which to do so, or the Trustee has received assurances by a party to this Trust, satisfactory to the capacity as Trustee, of the payment or reimbursement of the expenses connected therewith.
Appears in 1 contract
Sources: Executive Supplemental Retirement Income Agreement (MFS Financial Inc)
Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable In addition to the Trusteepowers conferred upon the Trustee by law, or by other provisions of equal fair market value for any asset held by this Trust, the Trust. 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, Trustee shall have the following powers powers, both as to principal and authority income:
A. To retain any property at any time forming a part of the Trust estate for such length of time as the Trustee may deem advisable; and such retention shall not be restricted to property of the character authorized for trust investments by the laws of any state.
B. To sell at public or private sale or to exchange, lease, pledge, or mortgage, all or any part of the Trust estate and invest and reinvest the Trust estate or the proceeds from the sale thereof in stocks (common or preferred), bonds, certificates of deposit (including those issued by the bank herein named as Trustee), common trust funds, mutual funds, annuities, or life insurance contracts on the life of Employee or on the life of any person in whom Employee has an insurable interest, or in other property of any type, without regard to the proportion that such property may bear to the total corpus of the Trust estate, as the Trustee may deem advisable. To borrow money with or without security for any purpose and to pledge securities or other properties to secure any such loan; to execute all deeds, assignments, mortgages, leases or other instruments necessary or proper for the foregoing purposes.
C. To register any property in the administration name of any nominee without describing the assets Trust estate and to retain any property in bearer form.
▇. ▇▇ acquire, own, rent, hold, maintain and improve dwellings for the use and benefit of Employee or his beneficiaries.
E. To exercise all options and privileges available under life insurance policies which at any time may form a part of the Trust, including but not limited to the right to receive dividends of distributive shares of surplus, disability benefits, surrender values, or the proceeds of matured endowments; to obtain and receive such advances or loans on account of a policy which may be available; to exercise any option or privilege granted in addition a policy or permitted by an insurer including, but not limited to, the right to those vested in it elsewhere in this Trust Agreement or by law:
(i) Subject to investment guidelines issued by Bank, to invest and reinvest the assets direct that dividends be used under any of the Trustoptions promised in the policy or permitted by the insurer; to sell, 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 fundassign, or other commingled investment fund maintained by pledge a policy. These rights shall include the right in the Trustee to use any part 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 all of the Trust Agreement as though fully restated herein;
(ii) To purchase, and maintain as owner, a life insurance policy proceeds of any or all of said policies with respect to participantson death or maturity under any or all of the settlement options; provided, however, that the Trustee shall not be required to purchase the designated recipient of any income or take interest payment under an elected settlement, and any action under a life insurance policy or policies with respect to participants unless directed to do so income settlement elected shall be measured only by the Bank, which shall designate the face amount life or lives of said policy one or policies, the terms more of the policy or policies and the insurance companybeneficiaries of this Trust.
F. To vote by proxy and consent to, approve, authorize, become a party to and execute any instrument in connection with any corporate act in which the Trust estate may be interested, including (iiiwithout limitation) To sell for cash or on creditany merger, to grant optionsconsolidation, convertreorganization, redeemcapital readjustment, exchange for other securities or other propertydissolution, liquidation, lease, or otherwise sale.
G. To keep uninvested such amounts of cash and deposit such monies in such bank account or accounts, including savings accounts, as the Trustee may from time to dispose oftime deem advisable. The Trustee may keep on deposit with itself, in either the commercial or savings department, subject to the same rules and regulations as any other deposit, without furnishing bond or security, any security cash under its care and management, whether corpus or other property at any time held except that the Trustee shall have no right income; awaiting investment, reinvestment or obligation to take any action with respect to any insurance contract or policy unless so directed by the Bank, or in the event of a Change in Control, by the Benefits Determiner;
(iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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 distribution; provided, however, there shall be no liability upon the part of the Trustee for the payment of interest or any other charge or claim during the time any such cash is kept on deposit with itself awaiting investment, reinvestment or distribution, except to the same extent interest shall not be expected or required to undertake any of the foregoing unless there are sufficient assets payable on deposits in the Trust with which savings department of a Trustee as to do soany such cash on deposit in said savings department.
H. To compromise, adjust, settle and compound, or submit to arbitration on such terms as the Trustee has received assurances by a party to this Trust, satisfactory to may deem advisable any claims in favor of or against 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 policyTrust estate, which shall be exercised only upon direction of the Bank, or in the event of a Change in Control, include any tax payable by the Benefits Determiner) and/or subscription right available in connection with securities or other property at Trust.
I. To sell, lease, exchange, and grant options on any time heldproperty, 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 of the exercise of options, the making of agreement same at public or subscription, which may be deemed necessary or advisable in connection therewith, private sale and to hold and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions therewith;
(vii) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions and at such time and times as the Trustee may deem advisable, and to execute and deliver any and all instruments of any type required in the premises; and no purchaser, lessee, transferee, optionee, or other party to any such transaction shall be deemed advisable;obligated to see to the further application of any monies after the same shall have been paid to the Trustee.
(viii) J. To employ suitable legal counsel and such other agents and counsel employees as are deemed necessary in the administration of the Trust estate and to pay their reasonable expenses compensation and compensation;
(ix) expenses. To register pay, compromise or contest any securities held hereunder in the name of the Trustee claim or in the name of a nominee with other matter directly or without the addition of words indicating that such securities are held in a fiduciary capacity indirectly affecting this Trust 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper employ counsel for the accomplishment of any of the foregoing above or other purposes, and to determine whether or not to act upon the advice of such counsel; but the Trustee shall not, except at its option, be required to enter into or defend litigation on behalf the Trust until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part.
K. To exercise in respect of all stocks, bonds, or other investments held by the Trustee hereunder, all such rights, options, powers;, and privileges as are or may be lawfully exercised by any person owning similar property in its own right.
(xi) L. To have exercise in respect of all real estate held by the Trust hereunder, all such rights, powers and privileges as are or may be lawfully exercised by any and all other powers or authority, under the laws of the state person owning real estate in which its own right.
M. To determine in the Trustee's principal executive offices are located, relevant to performance in the capacity as Trustee; and
(xii) To settle, compromise discretion whether money or submit to arbitration, any claims, debts or damages, due or owing to or from property coming into the Trust's possession shall be treated as income or principal, and charge or apportion expenses or leases either to commence the principal or defend suits income accounts or legal proceedings partly to each, in such manner as it may in its discretion deem just and to represent proper.
N. To make any required or discretionary distribution in money or in kind, or partially in money and partially in kind. Distribution in kind shall be made at the Trust in all suits or legal proceedings; providedfair market value of the property distributed, however, as determined by 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 soits sole discretion, or and the Trustee has received assurances by a party may cause the share to be transferred to any distributes to be composed of property like or different from that transferred to any other distributee. In making any distribution to the Employee or otherwise under the provisions of this Trust, satisfactory Trustees shall be entitled to the Trustee, of the payment or reimbursement of the expenses connected therewithrely on information furnished by Employee.
Appears in 1 contract
Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by Bank or Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. 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, Trustee shall have the following powers and authority in the administration of the assets of the Trust, in addition to those vested in it elsewhere in this Trust Agreement or by law:
(i1) Subject to investment guidelines issued by Bank, 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 trust fund, group trust, pooled fund, or other commingled investment fund maintained by the Trustee or any other bank 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;
(ii2) 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 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.
(iii3) 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, or in the event of a Change in Control, by the Benefits Determiner;
(iv4) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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;
(v5) 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, or in the event of a Change in Control, by the Benefits Determiner) 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 and retain any securities or other properties so acquired;
(vi6) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions therewith;
(vii7) 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) 8) To employ suitable agents and counsel and to pay their reasonable expenses and compensation;
(ix9) To register any securities held hereunder in the name of the Trustee or in the name of a nominee with or without the addition addition, 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;
(x10) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi11) To have any and all other powers or authority, under the laws of the state in which the Trustee's ’s principal executive offices are located, relevant to performance in the capacity as Trustee; and
(xii12) 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.
Appears in 1 contract
Trustee’s Powers. (a) All rights associated with assets The Trustee is exclusively empowered to do the following, exclusively in the Trustee's fiduciary capacity:
A. To hold and retain all or any property received from any source, without regard to diversification, risk, productivity, or the Trustee's personal interest in such property in any other capacity, and to keep all or part of the Trust shall be exercised by Trustee, and shall in no event be exercisable by trust property at any place within the United States or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. This right is exercisable by the Bank in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacityabroad.
(b) Subject to the foregoing, Trustee shall have the following powers and authority in the administration of the assets of the Trust, in addition to those vested in it elsewhere in this Trust Agreement or by law:
(i) Subject to investment guidelines issued by Bank, to B. To invest and reinvest the assets of the Trust, without distinction between principal and incometrust funds (or leave them temporarily uninvested), in any kind type of property, real, personal or mixed, tangible or intangible, property and in any every kind of investment, security including (but not limited to) corporate obligations of every kind, preferred or obligation suitable common stocks, securities of any regulated investment trust, and partnership interests.
C. To participate in the operation of any business or other enterprise, and to incorporate, dissolve, or otherwise change the form of such business.
D. To deposit trust funds in any commercial savings or savings and loan accounts.
E. To borrow money for any reasonable trust purpose and upon such terms, including (but not limited to) interest rates, security, and loan duration, as the trustee deems advisable. The Trustee may secure the repayment of any or all amounts so borrowed by mortgage or pledge of any property, whether real property or personal property, as the Trustee deems advisable. The Trustee may also arrange for the investment mortgaging of Trust assetstrust property, whether through a private lender or through any bank or other financial institution.
F. To lend trust funds to such persons and on such terms, including federal(but not limited to) interest rates, state and municipal tax-free obligations and other tax-free investment vehicles, insurance policies and annuity contractssecurity, and any common trust fundloan duration, group trust, pooled fund, or other commingled investment fund maintained by as 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;
(ii) To purchase, and maintain as owner, a life insurance policy or policies with respect to participantsdeems advisable; provided, however, that the Trustee shall may not be required lend money to purchase or take any action under a life insurance policy or policies with respect to participants unless directed to do so by the Bank, which shall designate the face amount Grantor's estate without receiving adequate security and an adequate rate of said policy or policies, the terms of the policy or policies and the insurance companyinterest.
(iii) G. To sell or otherwise dispose of trust assets, including (but not limited to) trust real property, for cash or on credit, to grant optionsat public or private sale, convert, redeem, exchange for other securities and with such warranties or other property, or otherwise to dispose of, any security or other property at any time held except that indemnifications as the Trustee shall have no right deems advisable.
H. To buy assets of any type from any person on such terms, including (but not limited to), cash or obligation to take any action with respect to any insurance contract or policy unless so directed by the Bankcredit, or in the event of a Change in Controlinterest rates, by the Benefits Determiner;
(iv) At the direction of the Bankand security, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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, as 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, or in the event of a Change in Control, by the Benefits Determiner) 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 and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 deems 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 in the name of a nominee with or without the addition 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and 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 Trustee; and
(xii) 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, that the Trustee shall may not be expected buy assets from the Grantor's estate other than at their fair market value.
I. To improve, develop, manage or required to undertake abandon any trust assets, as the Trustee deems advisable.
▇. ▇▇ hold property in the name of any trustee or any custodian or nominee, without disclosing this trust; but the Trustee is responsible for the acts of any custodian or nominee so used.
K. To pay and advance money for the trust's protection and for all expenses, losses, and liabilities sustained in its administration.
L. To prosecute or defend any action for the protection of the foregoing unless there are sufficient assets trust, the Trustee in the Trust with which performance of the Trustee's duties, or both, and to do sopay, contest, or settle any claim by or against the trust or the Trustee has received assurances by a party to this Trustin the performance of the Trustee's duties.
M. To employ persons, satisfactory to even if they are associated with the Trustee, to advise or assist the Trustee in the performance of the payment Trustee's duties. N. To determine what is principal or reimbursement income and what items shall be charged or credited to either.
O. To distribute trust assets in kind or in cash.
P. To execute and deliver any instruments necessary or useful in the exercise of any of these powers.
Q. To rent or lease out any real property held by the trust to any tenant upon such terms as the Trustee, in his or her sole discretion, determines to be in the best interest of the expenses connected therewithTrust.
R. To assign or delegate, for convenience purposes, the authority to perform administrative tasks in connection with the Trust, to any person that the Trustee deems appropriate.
Appears in 1 contract
Sources: Trust Agreement
Trustee’s Powers. (a) All rights associated with assets Upon receipt of an appropriate written direction of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. 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, Trustee shall have the following powers and authority in the administration Holder of the assets Power of the Trust, in addition to those vested in it elsewhere Direction as set forth in this Trust Agreement or by lawAgreement, Trustee will have the full power and authority to do the following things:
a. To subdivide and resubdivide the Property or any part of the Property;
b. To dedicate parks, streets, highways or alleys;
c. To vacate any subdivision or any part of any subdivision;
d. To sign contracts to sell or exchange the Property;
e. To sign grants of options to purchase the Property;
f. To sign contracts to sell the Property or any portion thereof on any terms;
g. To transfer the Property either with or without anything in exchange;
h. To transfer the Property or any portion of the Property or any interest Trustee has in the Property to a successor or successors in trust, and to grant to such successor or successors in trust all of the title, estate, powers and authorities vested in Trustee;
i. To donate the Property or any interest Trustee has in the Property;
j. To dedicate the Property or any interest which Trustee has in the Property;
k. To mortgage the Property or any interest Trustee has in the Property;
l. To otherwise encumber the Property or any interest Trustee has in the Property (i) Subject to investment guidelines issued by Bankincluding, without limitation, to invest encumber the Property under a community facility district bond to pay for infrastructure and reinvest community benefits);
m. To lease the assets Property or any part of the TrustProperty, without distinction between principal and incomeevery so often, currently in any kind of propertypossession or reversion (see definition above), real, personal by leases to begin presently or mixed, tangible or intangiblein the future, and in upon any kind terms and for any period or periods of investmenttime;
n. To subordinate the property as required by any lender or under any development agreement.
o. To sign renewals or extensions of leases upon any terms and for any period or periods of time;
p. To sign amendments, security changes or obligation suitable for modifications of leases and the investment of Trust assets, including federal, state terms and municipal tax-free obligations provisions thereof;
q. To sign contracts to make leases;
r. To sign options to lease and other tax-free investment vehicles, insurance policies options to renew leases and annuity contracts, and any common trust fund, group trust, pooled fund, or other commingled investment fund maintained by options to purchase the Trustee whole or any other bank part of the reversion (see definition above);
s. To sign contracts with respect to the manner of fixing the amount of present or entity for trust investment purposes in which future rentals;
t. To partition (cause the division of) the Trust is eligible to invest and the provisions governing such fund shall be Property or any part of the Trust Agreement as though fully restated hereinProperty;
(ii) u. To purchasesign grants of easements or charges of any kind;
v. To release, convey or assign any right, title or interest in or about or easement appurtenant to the Trust Property or any part of the Trust Property;
w. To develop the Trust Property into the Condo Town Home Project or one or multiple condominium and/or subdivision projects and maintain as ownerto execute all necessary documents in order to complete such development(s), a life insurance policy or policies with respect to participants; providedincluding, however, that the Trustee shall not be required to purchase or take any action under a life insurance policy or policies with respect to participants unless directed to do so by the Bank, which shall designate the face amount of said policy or policieswithout limitation, the terms declaration, bylaws, condominium map, house rules and the Development Lease(s) or any development lease(s) or development agreement(s);
x. To deal with the title to the Trust Property and every part 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, or in the event of a Change in Control, by the Benefits Determiner;
(iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due or owning to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust Property in all suits or legal proceedings provided, however, the Trustee shall not other ways and for such exchange as may be expected or required to undertake lawful; and
y. To sign any of the foregoing unless there are sufficient assets instrument necessary 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, or in the event of a Change in Control, by the Benefits Determiner) 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 optionsany of its Trust duties, including, without limitation, those documents with a term extending beyond the making of agreement or subscription, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 term of the Trustee or in the name of a nominee with or without the addition 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and 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 Trustee; and
(xii) 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 therewithAgreement.
Appears in 1 contract
Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by the Bank or the Trustee, as hereinafter set forth, and shall in no event be exercisable by or rest with the Benefit Plan Plans participants. The Bank shall have the right at anytimeany time, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Bank in a nonfiduciary non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.
(b) Subject to the foregoing, the Trustee shall have the following powers and authority in the administration of the assets of the Trust, in addition to those vested in it elsewhere in this Trust Agreement or by law:
(i) Subject to investment guidelines direction issued by the the Bank, 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 the 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;
(ii) 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 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, or in the event of a Change in Control, by the Benefits Determiner;
(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, or in the event of a Change in Control, by the Benefits Determiner) 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 and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 in the name of a nominee with or without the addition 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 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 instrumentality’s thereof, with a Federal Reserve Bank;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and all other powers or authority, under the laws of the state in which the Trustee's ’s principal executive offices are located, relevant to performance in the capacity as Trustee; and
(xii) 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.
Appears in 1 contract
Sources: Rabbi Trust Agreement (Centra Financial Holdings Inc)
Trustee’s Powers. (a) All rights associated with assets Upon receipt of an appropriate written direction of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable to the Trustee, of equal fair market value for any asset held by the Trust. 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, Trustee shall have the following powers and authority in the administration Holder of the assets Power of the Trust, in addition to those vested in it elsewhere Direction as set forth in this Trust Agreement Agreement, Trustee will have the full power and authority to do the following things: a. To subdivide and resubdivide the Property or by law:
any part of the Property; b. To dedicate parks, streets, highways or alleys; c. To vacate any subdivision or any part of any subdivision; d. To sign contracts to sell or exchange the Property; e. To sign grants of options to purchase the Property; f. To sign contracts to sell the Property or any portion thereof on any terms; g. To transfer the Property either with or without anything in exchange; h. To transfer the Property or any portion of the Property or any interest Trustee has in the Property to a successor or successors in trust, and to grant to such successor or successors in trust all of the title, estate, powers and authorities vested in Trustee; i. To donate the Property or any interest Trustee has in the Property; j. To dedicate the Property or any interest which Trustee has in the Property; k. To mortgage the Property or any interest Trustee has in the Property; l. To otherwise encumber the Property or any interest Trustee has in the Property (i) Subject to investment guidelines issued by Bankincluding, without limitation, to invest encumber the Property under a community facility district bond to pay for infrastructure and reinvest community benefits); m. To lease the assets Property or any part of the TrustProperty, without distinction between principal and incomeevery so often, currently in any kind of propertypossession or reversion (see definition above), real, personal by leases to begin presently or mixed, tangible or intangiblein the future, and in upon any kind terms and for any period or periods of investmenttime; -10- n. To subordinate the property as required by any lender or under any development agreement. o. To sign renewals or extensions of leases upon any terms and for any period or periods of time; p. To sign amendments, security changes or obligation suitable for modifications of leases and the investment of Trust assets, including federal, state terms and municipal tax-free obligations provisions thereof; q. To sign contracts to make leases; r. To sign options to lease and other tax-free investment vehicles, insurance policies options to renew leases and annuity contracts, and any common trust fund, group trust, pooled fund, or other commingled investment fund maintained by options to purchase the Trustee whole or any other bank part of the reversion (see definition above); s. To sign contracts with respect to the manner of fixing the amount of present or entity for trust investment purposes in which future rentals; t. To partition (cause the division of) the Trust is eligible to invest and the provisions governing such fund shall be Property or any part of the Trust Agreement as though fully restated herein;
(ii) Property; u. To purchasesign grants of easements or charges of any kind; v. To release, convey or assign any right, title or interest in or about or easement appurtenant to the Trust Property or any part of the Trust Property; w. To develop the Trust Property into the Condo Town Home Project or one or multiple condominium and/or subdivision projects and maintain as ownerto execute all necessary documents in order to complete such development(s), a life insurance policy or policies with respect to participants; providedincluding, however, that the Trustee shall not be required to purchase or take any action under a life insurance policy or policies with respect to participants unless directed to do so by the Bank, which shall designate the face amount of said policy or policieswithout limitation, the terms declaration, bylaws, condominium map, house rules and the Development Lease(s) or any development lease(s) or development agreement(s); x. To deal with the title to the Trust Property and every part 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, or in the event of a Change in Control, by the Benefits Determiner;
(iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due or owning to or from the Trust, to commence or defend suits or legal proceedings and to represent the Trust Property in all suits or legal proceedings provided, however, the Trustee shall not other ways and for such exchange as may be expected or required to undertake lawful; and y. To sign any of the foregoing unless there are sufficient assets instrument necessary 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, or in the event of a Change in Control, by the Benefits Determiner) 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 optionsany of its Trust duties, including, without limitation, those documents with a term extending beyond the making of agreement or subscription, which may be deemed necessary or advisable in connection therewith, and to hold and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions 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 term of the Trustee or in the name of a nominee with or without the addition 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper for the accomplishment of any of the foregoing powers;
(xi) To have any and 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 Trustee; and
(xii) 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 therewithAgreement.
Appears in 1 contract
Sources: Aina Le’a Land Trust Agreement
Trustee’s Powers. (a) All rights associated with assets of the Trust shall be exercised by Trustee, and shall in no event be exercisable by or rest with Benefit Plan participants. Bank shall have the right at anytime, and from time to time in its sole discretion, to substitute assets, acceptable In addition to the Trusteepowers conferred upon the Trustee by law, or by other provisions of equal fair market value for any asset held by this Trust, the Trust. 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, Trustee shall have the following powers powers, both as to principal and authority income:
A. To retain any property at any time forming a part of the Trust estate for such length of time as the Trustee may deem advisable; and such retention shall not be restricted to property of the character authorized for trust investments by the laws of any state.
B. To sell at public or private sale or to exchange, lease, pledge, or mortgage, all or any part of the Trust estate and invest and reinvest the Trust estate or the proceeds from the sale thereof in stocks (common or preferred), bonds, certificates of deposit (including those issued by the bank herein named as Trustee), common trust funds, mutual funds, annuities, or life insurance contracts on the life of Employee or on the life of any person in whom Employee has an insurable interest, or in other property of any type, without regard to the proportion that such property may bear to the total corpus of the Trust estate, as the Trustee may deem advisable. To borrow money with or without security for any purpose and to pledge securities or other properties to secure any such loan; to execute all deeds, assignments, mortgages, leases or other instruments necessary or proper for the foregoing purposes.
C. To register any property in the administration name of any nominee without describing the assets Trust estate and to retain any property in bearer form.
D. To acquire, own, rent, hold, maintain and improve dwellings for the use and benefit of Employee or his beneficiaries.
E. To exercise all options and privileges available under life insurance policies which at any time may form a part of the Trust, including but not limited to the right to receive dividends of distributive shares of surplus, disability benefits, surrender values, or the proceeds of matured endowments; to obtain and receive such advances or loans on account of a policy which may be available; to exercise any option or privilege granted in addition a policy or permitted by an insurer including, but not limited to, the right to those vested in it elsewhere in this Trust Agreement or by law:
(i) Subject to investment guidelines issued by Bank, to invest and reinvest the assets direct that dividends be used under any of the Trustoptions promised in the policy or permitted by the insurer; to sell, 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 fundassign, or other commingled investment fund maintained by pledge a policy. These rights shall include the right in the Trustee to use any part 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 all of the Trust Agreement as though fully restated herein;
(ii) To purchase, and maintain as owner, a life insurance policy proceeds of any or all of said policies with respect to participantson death or maturity under any or all of the settlement options; provided, however, that the Trustee shall not be required to purchase the designated recipient of any income or take interest payment under an elected settlement, and any action under a life insurance policy or policies with respect to participants unless directed to do so income settlement elected shall be measured only by the Bank, which shall designate the face amount life or lives of said policy one or policies, the terms more of the policy or policies and the insurance companybeneficiaries of this Trust.
F. To vote by proxy and consent to, approve, authorize, become a party to and execute any instrument in connection with any corporate act in which the Trust estate may be interested, including (iiiwithout limitation) To sell for cash or on creditany merger, to grant optionsconsolidation, convertreorganization, redeemcapital readjustment, exchange for other securities or other propertydissolution, liquidation, lease, or otherwise sale.
G. To keep uninvested such amounts of cash and deposit such monies in such bank account or accounts, including savings accounts, as the Trustee may from time to dispose oftime deem advisable. The Trustee may keep on deposit with itself, in either the commercial or savings department, subject to the same rules and regulations as any other deposit, without furnishing bond or security, any security cash under its care and management, whether corpus or other property at any time held except that the Trustee shall have no right income; awaiting investment, reinvestment or obligation to take any action with respect to any insurance contract or policy unless so directed by the Bank, or in the event of a Change in Control, by the Benefits Determiner;
(iv) At the direction of the Bank, to settle, compromise or submit to arbitration, any claims, debts or damages, due 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 distribution; provided, however, there shall be no liability upon the part of the Trustee for the payment of interest or any other charge or claim during the time any such cash is kept on deposit with itself awaiting investment, reinvestment or distribution, except to the same extent interest shall not be expected or required to undertake any of the foregoing unless there are sufficient assets payable on deposits in the Trust with which savings department of a Trustee as to do soany such cash on deposit in said savings department.
H. To compromise, adjust, settle and compound, or submit to arbitration on such terms as the Trustee has received assurances by a party to this Trust, satisfactory to may deem advisable any claims in favor of or against 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 policyTrust estate, which shall be exercised only upon direction of the Bank, or in the event of a Change in Control, include any tax payable by the Benefits Determiner) and/or subscription right available in connection with securities or other property at Trust.
I. To sell, lease, exchange, and grant options on any time heldproperty, 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 of the exercise of options, the making of agreement same at public or subscription, which may be deemed necessary or advisable in connection therewith, private sale and to hold and retain any securities or other properties so acquired;
(vi) To hold cash uninvested for a reasonable period of time under the circumstances without liability for interest, pending investment thereof or the payment of expenses or making distributions therewith;
(vii) To form corporations and to create trusts to hold title to any securities or other property, all upon such terms and conditions and at such time and times as the Trustee may deem advisable, and to execute and deliver any and all instruments of any type required in the premises; and no purchaser, lessee, transferee, optionee, or other party to any such transaction shall be deemed advisable;obligated to see to the further application of any monies after the same shall have been paid to the Trustee.
(viii) J. To employ suitable legal counsel and such other agents and counsel employees as are deemed necessary in the administration of the Trust estate and to pay their reasonable expenses compensation and compensation;
(ix) expenses. To register pay, compromise or contest any securities held hereunder in the name of the Trustee claim or in the name of a nominee with other matter directly or without the addition of words indicating that such securities are held in a fiduciary capacity indirectly affecting this Trust 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;
(x) To make, execute and deliver, as trustee, any and all conveyances, contracts, waivers, releases or other instruments in writing necessary or proper employ counsel for the accomplishment of any of the foregoing powers;
(xi) To have any and all above or other powers or authoritypurposes, under the laws of the state in which the Trustee's principal executive offices are located, relevant to performance in the capacity as Trustee; and
(xii) 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 determine whether or not to act upon the Trust in all suits or legal proceedingsadvice of such counsel; provided, however, but the Trustee shall not not, except at its option, be expected or required to undertake enter into or defend litigation on behalf the Trust until it shall have been indemnified to its satisfaction against all expenses and liabilities to which it may, in its judgment, be subjected by any such action on its part.
K. To exercise in respect of all stocks, bonds, or other investments held by the Trustee hereunder, all such rights, options, powers, and privileges as are or may be lawfully exercised by any person owning similar property in its own right.
L. To exercise in respect of all real estate held by the Trust hereunder, all such rights, powers and privileges as are or may be lawfully exercised by any person owning real estate in its own right.
M. To determine in the Trustee’s discretion whether money or property coming into the Trust’s possession shall be treated as income or principal, and charge or apportion expenses or leases either to the principal or income accounts or partly to each, in such manner as it may in its discretion deem just and proper.
N. To make any required or discretionary distribution in money or in kind, or partially in money and partially in kind. Distribution in kind shall be made at the fair market value of the foregoing unless there are sufficient assets in the Trust with which to do soproperty distributed, or as determined by the Trustee has received assurances by a party in its sole discretion, and the Trustee may cause the share to be transferred to any distributes to be composed of property like or different from that transferred to any other distributee. In making any distribution to the Employee or otherwise under the provisions of this Trust, satisfactory Trustees shall be entitled to the Trustee, of the payment or reimbursement of the expenses connected therewithrely on information furnished by Employee.
Appears in 1 contract