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(d) The Trustee shall have no liability for following proper directions of a fiduciary; the <br />Agency, the Plan Administrator or a Participant when such directions are made in accordance with <br />this Trust Agreement. <br />(e) During such period or periods of time, if any person other than the Trustee, <br />including but not limited to a Participant, is directing the investment and management of Trust <br />Assets, the Trustee shall have no obligation to determine the existence of any conversion, <br />redemption, exchange, subscription or other right relating to any securities purchased on the <br />directions of such person if notice of any such right was given prior to the purchase of such <br />securities. If such notice is given after the purchase of such securities, the Trustee shall notify the <br />Plan Administrator, which shall transmit the notice to the directing party. The Trustee shall have no <br />obligation to exercise any such right unless it is informed of the existence of the right and is <br />instructed to exercise such right, in writing, by a fiduciary or a Participant through the Plan <br />Administrator within a reasonable time prior to the expiration of such right. <br />(l) During such period or periods of time, if the Trustee is directed to purchase <br />securities issued by any foreign government or agency thereof, or by any corporation domiciled <br />outside of the United States, it shall be the responsibility of the directing party to advise the "Trustee <br />in writing with respect to any laws or regulations of any foreign countries or any United States <br />territories or possessions which shall apply, in any manner whatsoever, to such securities, including, <br />but not limited to, receipt of dividends or interest by the Trustee for such securities. <br />(g) If the Plan and Trust cease to be subject to Sections 457 and 501 of the Code, the <br />Agency shall immediately notify Trustee. Agency shall indemnify the Trustee for any federal or <br />state income taxes, and any federal estate and state estate or inheritance taxes which the Trustee is <br />required to pay as a result of a distribution made at the direction of the Plan Administrator, in which <br />event the Agency shall be subrogated to the right of the Trustee to proceed against such Participant, <br />Beneficiary, the executor of the estate of a deceased Participant or any other person for <br />reimbursement of the amount paid and any taxes due. <br />8.4 Indemnification of Trustee by Agency. <br />(a) The Trustee shall not be liable for, and the Agency agrees to indemnify and hold the <br />Trustee harmless from and against any claims, demands, loss or liability imposed on the Trustee, <br />including reasonable attorneys' fees and costs incurred by the Trustee, caused by and related to (i) <br />any acts taken in accordance with any directions (or any failure to act in the absence of such <br />directions) from the Plan Administrator, or any other party to whom Plan Administrator has given <br />authority to direct the Trustee, which the Trustee reasonably believes to have been given by any of <br />them; (ii) the negligence or willful misconduct of the Plan Administrator, or any other person <br />designated to act on Plan Administrator's behalf; or (iii) the Plan Administrator's execution of its <br />duties under this Trust Agreement, except in the event of the Trustee's own negligence or material <br />breach of this Agreement which directly causes the loss to the Trust. <br />(b) The Agency further agrees to indemnify the Trustee for and against any claims, <br />demands or liabilities imposed on the Trustee, including reasonable auomeys' fees and costs <br />incurred by the Trustee, which exceed amounts payable or available from the Trust, arising as a <br />result of claims asserted by a third person or persons, not otherwise described in (a), and whether <br />55A1�33 <br />