DUTIES OR OBLIGATIONS
HEREUNDER.
(D)
TRUSTEE MAY HIRE AGENTS, ACCOUNTANTS, ACTUARIES, INVESTMENT
ADVISORS, FINANCIAL CONSULTANTS OR OTHER PROFESSIONALS TO ASSIST IT IN
PERFORMING ANY OF ITS DUTIES OR OBLIGATIONS HEREUNDER.
(E)
TRUSTEE SHALL HAVE, WITHOUT EXCLUSION, ALL POWERS CONFERRED ON
TRUSTEES BY APPLICABLE LAW, UNLESS EXPRESSLY PROVIDED OTHERWISE HEREIN,
PROVIDED, HOWEVER, THAT IF AN INSURANCE POLICY IS HELD AS AN ASSET OF THE TRUST,
TRUSTEE SHALL HAVE NO POWER TO NAME A BENEFICIARY OF THE POLICY OTHER THAN THE
TRUST, TO ASSIGN THE POLICY (AS DISTINCT FROM CONVERSION
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OF THE POLICY TO A DIFFERENT FORM) OTHER THAN TO A SUCCESSOR TRUSTEE, OR TO LOAN
TO ANY PERSON THE PROCEEDS OF ANY BORROWING AGAINST SUCH POLICY.
(F)
NOTWITHSTANDING ANY POWERS GRANTED TO TRUSTEE PURSUANT TO THIS
TRUST AGREEMENT OR TO APPLICABLE LAW, TRUSTEE SHALL NOT HAVE ANY POWER THAT
COULD GIVE THIS TRUST THE OBJECTIVE OF CARRYING ON A BUSINESS AND DIVIDING THE
GAINS THEREFROM, WITHIN THE MEANING OF SECTION 301.7701-2 OF THE PROCEDURE AND
ADMINISTRATIVE REGULATIONS PROMULGATED PURSUANT TO THE INTERNAL REVENUE CODE.
(G)
EXCEPT AS PROVIDED IN SECTION 14, UNLESS RESULTING FROM THE
TRUSTEE'S NEGLIGENCE, WILLFUL MISCONDUCT, LACK OF GOOD FAITH, OR BREACH OF ITS
DUTIES UNDER THIS AGREEMENT, THE COMPANY SHALL INDEMNIFY AND SAVE HARMLESS THE
TRUSTEE FROM, AGAINST, FOR AND IN RESPECT OF ANY AND ALL DAMAGES, LOSSES,
OBLIGATIONS, LIABILITIES, LIENS, DEFICIENCIES, COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES INCIDENT TO ANY SUIT, ACTION,
INVESTIGATION, CLAIM OR PROCEEDINGS SUFFERED, SUSTAINED, INCURRED OR REQUIRED TO
BE PAID BY THE TRUSTEE IN CONNECTION WITH THE PLAN OR THIS AGREEMENT, PROVIDED,
HOWEVER, THAT THE FOREGOING INDEMNITY SHALL NOT APPLY WITH RESPECT TO ANY
DISPUTE BETWEEN THE PARTIES TO THIS TRUST AGREEMENT.
IF COMPANY DOES NOT PAY
SUCH COSTS, EXPENSES AND LIABILITIES FOR WHICH IT IS LIABLE HEREUNDER IN A
REASONABLY TIMELY MANNER, TRUSTEE MAY OBTAIN PAYMENT FROM THE TRUST.
ANYTHING
HEREINABOVE TO THE CONTRARY NOTWITHSTANDING, ANY OBLIGATION OF COMPANY TO
INDEMNIFY AND HOLD HARMLESS THE TRUSTEE SHALL BE EXPRESSLY CONDITIONED ON THE
TRUSTEE GIVING PRIOR WRITTEN NOTICE TO COMPANY OF ANY SUCH LIABILITY AND OF EACH
SUBSTANTIAL DEVELOPMENT WITH RESPECT THERETO AND THE TRUSTEE GIVING COMPANY AN
OPPORTUNITY TO DEFEND OR SETTLE THE SAME BY COUNSEL SELECTED BY COMPANY AND
APPROVED BY THE TRUSTEE, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
THE
TRUSTEE SHALL HAVE THE RIGHT TO RETAIN ITS OWN COUNSEL AT ITS EXPENSE
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IN ANY SUCH PROCEEDING IF IT DEEMS, IN ITS REASONABLE JUDGMENT, ITS INTERESTS
AND COMPANY'S TO BE SUFFICIENTLY IN CONFLICT THAT THEY COULD NOT BE REPRESENTED
BY THE SAME COUNSEL.
(H)
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE COMPANY
SHALL NOT BE REQUIRED TO REIMBURSE THE TRUSTEE FOR ANY COSTS OR EXPENSES UNDER
SECTION 7(B), (C) OR (D) UNLESS THE COMPANY PROVIDED THAT TRUSTEE WITH ITS
APPROVAL PRIOR TO THE TRUSTEE INCURRING SUCH COSTS OR EXPENSES.
SECTION 9.
COMPENSATION AND EXPENSES OF TRUSTEE.
Company may, in its sole discretion, pay all or a portion of the administrative
fees