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Section 5.05 Directed Trustee Compensation. Directed Trustee's affiliate, Benefit Plans Administrative Services, <br /> LLC ("BPAS"), has entered an Administrative Services Agreement with the Employer and Plan Administrator <br /> pursuant to which BPAS will provide certain administrative services to the Plan and Trust and the Employer and <br /> Plan Administrator will pay certain fees to BPAS. The fees paid by the Employer and Plan Administrator to BPAS <br /> pursuant to the Administrative Services Agreement are also intended to compensate Directed Trustee for its <br /> services hereunder. In the event the Administrative Services Agreement among the Employer, Plan Administrator, <br /> and BPAS terminates and this Trust Agreement remains in effect, Directed Trustee shall be entitled to reasonable <br /> compensation for its services hereunder as mutually agreed by the parties. <br /> Section 5.06 Consultation. Directed Trustee may engage or consult with counsel or other advisors and may take <br /> or may refrain from taking any action in accordance with or reliance upon the opinion of counsel or such expert <br /> advisors. <br /> Section 5.07 Reliance on Written Instruments. Directed Trustee shall be fully protected in acting upon any <br /> instrument, certificate or paper reasonably believed by it to be genuine and to be signed or presented by a duly <br /> authorized person or persons, and shall be under no duty to make any investigation or inquiry as to any statement <br /> contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the <br /> statements therein contained. <br /> Article VI <br /> INVESTMENT OF TRUST ASSETS <br /> 6.01 Investments. Except as otherwise provided in Section 6.02, the Plan Administrator shall have sole <br /> responsibility for the investment and reinvestment of the Assets of the Trust. All investment directions given by <br /> the Plan Administrator to Directed Trustee shall be in writing and be signed by a person designated to provide <br /> such directions. The execution of such investment directions given to the Trustee may be made pursuant to the <br /> direction procedures established by Directed Trustee. Directed Trustee shall have no duty or responsibility for (a) <br /> selecting or providing advice with respect to the selection of any investment options offered under the Plan and <br /> Trust, (b) determining or reviewing any securities or other property purchased for or held by the Trust, or (c) <br /> providing advice with respect to the purchase, retention, redemption, or sale of any securities or other property <br /> for the Trust. The Plan Administrator shall diversify the investments of the Trust so as to minimize the risk of large <br /> losses, unless under the circumstances they are clearly prudent not to do so. No investment shall be made which <br /> would involve a prohibited transaction under the applicable law. The Plan Administrator shall comply with <br /> applicable laws of any state proscribing or limiting the investment of trust funds by corporate or individual <br /> trustees in or to certain kinds, types, or classes of investments or limiting the value or proportion of the trust <br /> assets that may be invested in any one property or kind, type, or class of investment. <br /> 6.02 Participant-Directed Investments. If provided for in the Plan, the Participants shall be responsible for <br /> directing the investment of the portion of the Trust Fund reflecting their account balances under the Plan. The <br /> following provision apply to Participant-directed investments: <br /> (a) The Employer, Plan Administrator, or an investment advisor designated by the Employer or Plan <br /> Administrator shall select the list of available investments taking into consideration the characteristics of <br /> the Plan and persons covered under the Plan. <br /> Directed Trust Agreement—Single Plan (405512) Page 6 of 12 <br />