Common use of Direction of Investment Clause in Contracts

Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. If for any reason Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), the Trustee shall invest the Trust Fund in accordance with the last instruction received. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two (2) Business Days the Trustee shall liquidate investments in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Direction of Investment. Notwithstanding anything contained in this Agreement to the contraryExcept as set forth herein, Grantor retains shall have the exclusive right to direct the investment of the Trust Fund Fund; provided, however, that such investments shall be limited solely to investments in Eligible Securities. The Grantor will initiate the trades for these Eligible Securities and the Trustee will settle these trades in the account of the Trust Fund. The Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. If for any reason investments in any Eligible Securities as directed by Grantor cannot be made, or if Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities)Fund, the Trustee shall invest the Trust Fund shall be invested by the Trustee in accordance Money Market Funds. The parties acknowledge that shares in such Money Market Funds are not obligations of Wilmington Trust Company or Wilmington Trust Corporation, are not deposits and are not insured by the FDIC. The Trustee or its affiliate may be compensated by the Money Market Fund for services rendered in its capacity as investment advisor, or other service provider, and such compensation is both described in detail in the prospectus for the fund, and is in addition to compensation, if any, paid to Wilmington Trust Company in its capacity as Trustee hereunder. Any investment income received on the Trust Fund will be deposited into the Trust Fund and invested with the last instruction receivedTrust Fund. In The Trustee shall not be accountable for any losses resulting from the event sale or depreciation in the market value of such investments thereof. If the Trustee is required to make a distribution pursuant to Section 4.7 4.6 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify seek the Grantor. The Grantor shall then direct written direction of the Trustee as Beneficiaries’ Representative with regard to which Trust investments to liquidate in order to cover the required distribution; if Grantor . Beneficiaries’ Representative shall respond to the Trustee in writing within forty-eight (48) hours to any such request by the Trustee for direction with regard to which Trust investments to liquidate in order to cover the required distributions. If the Beneficiaries’ Representative does not respond to the Trustee’s inquiry within two such forty-eight (248) Business Days hour period the Trustee shall liquidate investments make a distribution limited to the amount of cash in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, Trust Fund existing at that time until such time as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations responds to the Trustee following which the Trustee shall make the balance of the Comptroller required distributions after the liquidation of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occurdesignated Trust investment.

Direction of Investment. Notwithstanding anything contained in Xxxxxxx credited to the Participant’s Account under this Agreement shall be invested only in shares of one or more Funds. The Participant (or the Participant’s Beneficiary, if applicable) shall direct the Custodian, in such manner as the Custodian deems appropriate, to invest the contraryParticipant’s Account in the shares of one or more Funds. For purposes of this Article 4, Grantor retains the right Participant (or Beneficiary) may appoint an agent or designee to act on his or her behalf to direct the Custodian as to the investment and reinvestment of the Trust Participant’s Account, whose directions the Custodian shall follow upon the Custodian’s receipt of notice satisfactory to the Custodian of such agent’s or designee’s authority. By giving such investment direction (either directly or through such agent or designee), the Participant shall be deemed to have acknowledged receipt of the then current prospectus of each such Fund. The Custodian shall invest the amounts credited to the Participant’s Account only in accordance with such direction, subject to any minimum investment limitations or other limitations contained in the prospectus for the applicable Fund and the Trustee or imposed by law. The Custodian shall have no duty to review invest Account assets other than pursuant to such properly given directions or recommend investments; providedto advise the Participant in any way as to the investment of Account assets, howevernor shall the Custodian, that Grantor shall only direct its agents, or the Trustee to invest Distributor be liable for any loss resulting from the Trust Fund in Eligible Securities investment of Account assets in accordance with Grantor’s current cash-management policiessuch investment directions. If Grantor instructs In the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent absence of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. If for any reason Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed proper investment is in other than Eligible Securities)directions, the Trustee Custodian may hold Contributions in cash, and shall invest not be liable for payment of interest thereon, for such period as the Trust Fund Custodian shall determine in accordance with applicable law. If the last instruction receivedCustodian has received no such instructions by the end of any such period, the Custodian shall return such Contributions, without interest, to the Employer. In Further, if the Participant (or Beneficiary) fails to provide instructions satisfactory to the Custodian regarding the investment of proceeds that the Account receives in the event an MFS Fund in which the Trustee Participant’s Account is required to make invested is liquidated and there is no successor fund (a distribution pursuant to Section 4.7 “Liquidation”), then the Participant (or Beneficiary) hereby directs that the proceeds of the Liquidation be invested in an MFS Fund that is a money market fund or, if no such money market fund exists at a time when the Trust Fund has insufficient cash to cover such distributionrelevant time, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two (2) Business Days the Trustee shall liquidate investments in the order specified MFS Fund that is the shortest duration bond fund in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge existence at that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occurtime.

Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that the Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If the Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. Upon written instruction from the Grantor the Trustee shall transfer the securities in the account or accounts for the 1993 Trust to the account for the 2009 Trust, which amounts following transfer shall be subject to this Section 4.6. If for any reason one or more investments on Exhibit B shall not be available, and Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), then the Trustee shall invest the Trust Fund in accordance with a Money Market Fund or in the last instruction receivedbank cash reserve product for which a prior written authorization shall have been obtained. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify seek the Grantor. The advice of the Grantor shall then direct the Trustee as with regard to which Trust investments to liquidate in order to cover the required distribution; if the Grantor does not respond to the Trustee’s inquiry within two forty-eight (248) Business Days hours the Trustee shall liquidate use its discretion in choosing which investments in the order specified in Exhibit B. to liquidate. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. The Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, the Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR C.F.R. 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.

Direction of Investment. Notwithstanding anything contained in this Agreement to the contrary, Grantor retains the right to direct the investment of the Trust Fund and the Trustee shall have no duty to review or recommend investments; provided, however, that Grantor shall only direct the Trustee to invest the Trust Fund in Eligible Securities in accordance with Grantor’s current cash-management policies. If Grantor instructs the Trustee to invest in securities other than in Cash, Government Securities, Municipal Securities, Corporate Securities, Money Market Funds or Treasury Securities, such instruction shall be accompanied by the written consent of the Beneficiaries’ Representative as to the investment(s) in such Other Eligible Securities. Unless otherwise instructed by Grantor in writing, the Trustee shall initially maintain the investments in the account or accounts transferred from the 2009 Trust, which amounts following transfer shall be subject to this Section 4.6. If for any reason one or more existing investments shall not be available going forward, and Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund (including the consent of the Beneficiaries’ Representative if the proposed investment is in other than Eligible Securities), then the Trustee shall invest the Trust Fund in a accordance with the last instruction received. In the event the Trustee is required to make a distribution pursuant to Section 4.7 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall promptly notify the Grantor. The Grantor shall then direct the Trustee as to which Trust investments to liquidate in order to cover the required distribution; if Grantor does not respond to the Trustee’s inquiry within two forty-eight (248) Business Days hours the Trustee shall liquidate investments in the order specified in Exhibit B. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Agreement. Grantor and the Beneficiaries’ Representative acknowledge that regulations of the Comptroller of the Currency grant the right to receive brokerage confirmations of the security transactions as they occur, at no additional cost. To the extent permitted by law, Grantor and the Beneficiaries’ Representative specifically waive compliance with 12 CFR 12 and hereby notify the Trustee that no brokerage confirmations need be sent relating to the security transactions as they occur.