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(d) To employ such custodians, agents and counsel as may be reasonably <br />necessary in managing and protecting the Assets and to pay them reasonable <br />compensation from the Trust; to employ any broker-dealer or other agent, <br />including any broker-dealer or other agent affiliated with the Trustee, and pay to <br />such broker-dealer or other agent, at the expense of the Trust, its standard <br />commissions or compensation; to settle, compromise or abandon all claims and <br />demands in favor of or against the Trust; and to charge any premium on bonds <br />purchased at par value to the principal of the Trust without amortization from the <br />Trust, regardless of any law relating thereto; <br />(e) In addition to the powers listed herein, to do all other acts necessary or <br />desirable for the proper administration of the Trust, as though the absolute owner <br />thereof; <br />(f) To prosecute, compromise and defend lawsuits, but without obligation to <br />do so, all at the risk and expense of the Trust; and to tender its defense to the <br />Employer in any legal proceeding where the interests of the Trustee and the <br />Employer are not adverse; <br />(g) To exercise and perform any and all of the other powers and duties <br />specified in this Trust Agreement or the Plan; <br />(h) To permit such inspections of documents at the principal office of the <br />Trustee as are required bylaw, subpoena or demand by a United States agency; <br />(i) To comply with all requixements imposed by applicable provisions of law; <br />(j) To seek written instructions from the Plan Administrator or other fiduciary <br />on any matter and await their written instructions without incurring any liability. <br />If at any time the Plan Administrator or the fiduciary should fail to give directions <br />to the Trustee, the Trustee may act in the manner that in its discretion seems <br />advisable under the circumstances for carrying out the purposes of the Trust; <br />(k) To compensate such executive, consultant, actuarial, accounting, <br />investment, appraisal, administrative, clerical, secretarial, medical, custodial, <br />depository and legal firms, personnel and other employees or assistants as are <br />engaged by the Plan Administrator in connection with the administration of the <br />Plan and to pay from the Trust the necessary expenses of such firms, personnel <br />and assistants, to the extent not paid by the Plan Administrator; <br />(1) To act upon proper written directions of the Plan Administrator or <br />Delegatee, including directions given by photostatic transmissions using facsimile <br />signature, and such other forms of directions as the parties shall agree; <br />(m) To pay from the Trust the expenses reasonably incurred in the <br />administration of the Trust as provided in the Plan; <br />13 <br />NB 1:657192.8 <br />