Administrative Powers. The Custodian may hold any securities acquired hereunder in the name of the Custodian without qualification or description or in the name of any nominee. Pursuant to the Participant’s direction, the Custodian shall have the following powers and authority with respect to the administration of each Account:
(i) To invest and reinvest the assets of the Account without any duty to diversify and without regard to whether such investment is authorized by the laws of any jurisdiction for fiduciary investments
(ii) To exercise or sell options, conversion privileges, or rights to subscribe for additional securities and to make payments therefore
(iii) To consent to or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers, re-registrations of securities, or other changes affecting securities held by the Custodian
(iv) To make, execute, and deliver as Custodian any and all contracts, waivers, releases, or other instruments in writing necessary or proper for the exercise of any of the foregoing powers
(v) To grant options to purchase securities held by the Custodian or to repurchase options previously granted with respect to securities held by the Custodian.
Administrative Powers. The Master Custodial Administration Agreement Administrator shall have the following administrative powers with respect to the Master Custodial Account, which it shall exercise only with the direction of the Plan Sponsor:
(a) To instruct the Custodian to register any investment held by the Custodial Account in the name of the Master Custodial Administration Agreement Administrator, in its own name on behalf of the Plan Sponsor, or in the name of a nominee, including the Custodian as custodian for the Custodial Account, to hold any investment in bearer form or to hold any investment unregistered or in such form that title will pass by delivery; provided, however, that the books and records of the Master Custodial Administration Agreement Administrator and the Custodian shall at all times show that all such investments are part of the Custodial Account.
(b) To instruct the Custodian to hold such investments for safekeeping or to deposit such securities, or cause them to be deposited, in a clearing system established to settle transfers of securities and cause them to be merged and held in bulk by the nominee of such clearing system. Without limiting the generality of the foregoing, the Master Custodial Administration Agreement Administrator is specifically authorized to instruct the Custodian to hold securities of the Custodial Account with the Custodian, which in turn may hold them in the name of any other appropriate depository, or their nominees.
(c) To engage, on behalf of the Plan Sponsor or Participant, such attorneys, investment advisors, subcustodians, accountants and such other advisors, including the services of the Custodian as described below, and, anything contained herein to the contrary notwithstanding, to engage in such legal or administrative proceedings as are deemed reasonably required in connection with the administration of the Master Custodial Administration Agreement, and to compensate any persons so engaged at such wages, fees, remuneration, consideration or otherwise, and upon such terms and conditions as the Master Custodial Administration Agreement Administrator shall deem reasonable under the circumstances. Unless otherwise noted in this Agreement, such compensation shall be a charge upon the Custodial Account and shall in no event be deducted from any compensation payable to the Master Custodial Administration Agreement Administrator.
(d) To engage, on behalf of the Plan Sponsor or Participant, a Custodian to perform certain duti...
Administrative Powers. The Custodian may hold any securities acquired hereunder in the name of the Custodian without qualification or description or in the name of any nominee.
(a) To invest and reinvest the assets of the Custodial Account without any duty to diversify and without regard to whether such investment is authorized by the laws of any jurisdiction for fiduciary investments.
(b) To exercise or sell options, conversion privileges, or rights to subscribe for additional securities and to make payments therefore.
(c) To consent or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other change affecting securities held by the Custodian.
(d) To make, execute and deliver as Custodian any and all contracts, waivers, releases or other instruments in writing necessary or proper for the exercise of any of the foregoing powers.
(e) To grant options to purchase securities held by the Custodian or to repurchase options previously granted with respect to the securities held by the Custodian.
Administrative Powers. The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administrative powers and authority with respect to this Trust:
7.1 To hold property of this Trust in its own name or in the name of a nominee or nominees, without disclosure of this Trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of this Trust in accordance with the provisions of this Agreement; the Trustee's books and records shall at all times show that such property is part of this Trust; and the Trustee shall be absolutely liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name of the nominee or nominees.
7.2 To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article 6 hereof.
7.3 To employ in the management of this Trust suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
7.4 To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement.
7.5 To draw upon any Letter of Credit provided pursuant to Section 4.3 and to make demand upon the issuer of any Letter of Credit to pay amounts directly to the Trust.
7.6 To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of this Trust.
Administrative Powers. The Plan Administrator shall have the power and sole discretion to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as it shall deem necessary and proper for the administration of the Plan.
Administrative Powers. The Bank has the power to:
4.2.1 Safe-keep Assets. Safe-keep Assets as set forth herein.
Administrative Powers. 6.1 The Voting Trustee shall not sell, transfer or otherwise dispose of any Qualifying Class B Shares without the prior or simultaneous written consent of McDonald’s. For the purposes of this Clause 6, “dispose” includes the exercise of voting powers leading, or capable of leading, to the liquidation of Xxxxx Dorados Holdings or the cancellation of any Qualifying Class B Shares or any rights attaching to them or the creation of any legal or equitable interest in any Qualifying Class B Shares.
6.2 Subject and without prejudice to Clauses 5 and 6.1 hereof and any of the other provisions hereof (and in particular provisions hereof which confer particular
Administrative Powers. The Custodian may hold any securities acquired hereunder in the name of the Custodian without qualification or description or in the name of any nominee. Pursuant to the Participant’s direction the Custodian shall have the following powers and authority with respect to the administration of each account.
(a) To invest and reinvest the assets of the Custodial Account without any duty to diversify and without regard to whether such investment is authorized by the laws of any jurisdiction for fiduciary investments.
(b) To exercise or sell options, conversion privileges, or rights to subscribe for additional securities and to make payments therefore.
(c) To consent or participate in dissolutions, reorganizations, consolidations, mergers, sales, leases, mortgages, transfers or other change affecting securities held by the Custodian.
(d) To make, execute and deliver as Custodian any and all contracts, waivers, releases or other instruments in writing necessary or proper for the exercise of any of the foregoing powers.
(e) To grant options to purchase securities held by the Custodian or to repurchase options previously granted with respect to the securities held by the Custodian.
Administrative Powers. The Master Trustee is authorized and empowered in its sole administrative discretion with respect to both Discretionary and Directed Funds:
(1) 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 powers granted herein;
(2) to collect all interest, dividends and other income payable with respect to property in the Master Fund, and to surrender securities at maturity or when advised of earlier call for redemption, provided that the Master Trustee shall not be liable for failure to surrender any security in a Directed Fund for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to the Master Trustee, by the issuer, the Investment Manager, the Investment Committee or one of the nationally recognized bond or corporate action services to which the Master Trustee subscribes;
(3) to exchange securities in temporary form for securities in definitive form, and to effect an exchange of shares where the par value of stock is changed;
(4) to hold property in its vaults, at a domestic or (to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act) foreign central depository or clearing corporation, in non-certificated form with the issuer, on Federal Book Entry at the Federal Reserve Bank of New York, with a custodian appointed pursuant to clause (5) below, or, with the approval of the Named Fiduciary, at any other location;
(5) to appoint any other bank as custodian for any foreign securities or other foreign assets constituting part of the Master Fund, and to arrange for the custody of such securities or assets and the indicia of ownership thereof to be held outside the jurisdiction of the district courts of the United States by such other bank and/or its agents, to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act, and to pay the reasonable expenses and compensation of such bank from the Master Fund;
(6) to hold property of the Master Trust in its own name or in the name of a nominee, including the nominee of any central depository, clearing corporation or custodian with which securities of the Master Trust may be deposited (and the Company agrees to hold the Master Trustee and any such nominee harmless from any liability as a holder of record), and to hold any investment in bearer form, b...
Administrative Powers. Subject in all respects to applicable provisions of this Trust Agreement and the Plan, Trustee shall have the rights, powers and privileges of an absolute owner when dealing with property of the Trust, including, without limiting the generality of the foregoing, the powers listed below:
(a) To sell, convey, transfer, exchange, partition, lease, and otherwise dispose of any of the assets of the Trust at any time held by Trustee under this Trust Agreement.
(b) To exercise any option, conversion privilege or subscription right given the trustee as the owner of any security held in the Trust; to vote any corporate stock either in person or by proxy, with or without power of substitution; to consent to or oppose any reorganization, consolidation, merger, readjustment of financial structure, sale, lease or other disposition of the assets of any corporation or other organization, the securities of which may be an asset of the Trust; to take any action in connection therewith and receive and retain any securities resulting therefrom.
(c) To cause any property of the Trust to be issued, held or registered in the name of Trustee as trustee, or in the name of one or more of its nominees, or one or more nominees of any system for the central handling of securities, or in such form that title will pass by delivery, provided that the records of Trustee shall in all events indicate the true ownership of such property.
(d) To renew or extend the time of payment of any obligation due or to become due.
(e) To commence or defend lawsuits or legal or administrative proceedings; to compromise, arbitrate or settle claims, debts or damages in favor of or against the Trust; to deliver or accept, in either total or partial satisfaction of any indebtedness or other obligation, any property; to continue to hold for such period of time as Trustee may deem appropriate any property so received; and to pay all costs and reasonable attorneys' fees in connection therewith out of the assets of the Trust.
(f) To manage any real property in the Trust in the same manner as if Trustee were the absolute owner thereof.
(g) To borrow money from any person in such amounts upon such terms and conditions and for such purposes as Trustee, in its discretion, may deem appropriate; in connection therewith to pledge or mortgage any Trust asset as security; to lend money on a secured or unsecured basis to any person other than a party in interest.
(h) To hold such part of the assets of the Trust uninveste...
