Benefit Plans Administrative Services 12/26/2018

delivery, but the books and records of Directed Trustee shall at all times show that all such investments are part of the Trust Fund, and Directed Trustee shall be fully responsible for any misappropriation in respect of any investment held by its nominee or held in unregistered form and shall cause the indicia of ownership to be maintained within the jurisdiction of the district courts of the United States, except as may otherwise be permitted under applicable law. (e) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any or all other instruments that may be necessary or appropriate to carry out the duties described and powers granted herein. (f) To maintain qualifying Assets in any registered clearing agency (such as the Depository Trust Company) or in a Federal Reserve Bank (collectively, a "Depository") as Directed Trustee may select; to permit such deposited Assets to be registered in the name of Directed Trustee, Directed Trustee's nominee, Directed Trustee's agent, Directed Trustee's agent's nominee, a Depository, or a Depository's nominee; and to employ securities depositories, clearing agencies, clearance systems, sub-Directed Trustees, or agents located outside the United States in connection with transactions involving foreign securities. (g) To distribute Assets to, or on behalf of, Participants and Beneficiaries, pursuant to Appropriate Directions from the Plan Administrator. (h) To perform any and all other ministerial, mechanical acts deemed by Directed Trustee necessary or appropriate to the proper discharge of its duties hereunder. Section 5.02 Standard of Care. Directed Trustee shall discharge its duties solely in the interests of Participants and for the exclusive purpose of providing benefits to Participants and defraying reasonable expenses of administering the Trust and the Plan. Directed Trustee will exercise reasonable care in serving hereunder. Directed Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in conduct of an enterprise of like character and with like aims, consistent with the provisions of the Code. Directed Trustee will be under no liability or obligation to anyone with respect to any failure of the Plan Administrator to perform any of its obligations under the Plan or Trust or for any error or omission of the Plan Administrator. Section 5.03 Determination of Rights. Directed Trustee shall have no power, authority, or duty hereunder in respect to the determination of the eligibility of any person to coverage under the Plan or the entitlement of any person to any benefit payments under the Plan. Section 5.04 Payment of Expenses. Directed Trustee shall apply the assets of the Trust Fund to pay all reasonable costs, charges, and expenses (including, but not limited to, all brokerage fees and transfer tax expenses and other expenses incurred in connection with the sale or purchase of investments, all real and personal property taxes, income taxes and other taxes of any kind at any time levied or assessed under any present or future law upon, or with respect to, the Trust Fund or any property included in the Trust Fund and all legal, actuarial, Trust Funding and financial advisory expenses) reasonably incurred (and where applicable previously approved) by Directed Trustee or the Plan Administrator in connection with establishment, amendment, administration and operation of the Trust or Plan. The Plan Administrator shall by Appropriate Directions request payment for any expenses related to the administration of the Trust. Upon receipt of the Appropriate Directions, Directed Trustee may make the payment requested by the Plan Administrator. The expenses of Directed Trustee shall constitute a lien on the Trust Fund. In causing the Trust Fund to pay expenses pursuant to this Section 5.04,the Plan Administrator shall be acting in its fiduciary capacity with respect to the Plan or Trust. Directed Trust Agreement—Single Plan (405512) Page 5 of 12