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<br />(h) To'matie e9aaaule, scwtiawtadge, and deliver ■ny aro alt documanfs 0
<br />transfer and oo"ryance and ary and aH other instruments trial may be
<br />necessary of approprialle, to Carry out the pavers heroin granted,
<br />0 To settle, compromise, or submit to arbitration any claims, dents, or
<br />damages due or owing to or from the Trust Funds, to Commence or defend
<br />suits or kgal or adIrrurolra eve proceedings, and to represent the Tina Funds
<br />in sa wfts and legal and administrative pnx*ed rq
<br />Q To do a8 aide sets, We am Such proceedings. and exercise to such rights
<br />and privileges, afttvy-0 not spot lly mentioned herein, as the Trustee
<br />may deem necessary to administer the Tihust Funds and to carry out the
<br />purposes of tfrs 'kit.
<br />Section 2.3 OlatAb utlons from the Trust Funds: The Employer hereby
<br />appolrhm the Trustee As rts agent fir the purpose ofmajung distributions from
<br />the ThW Funds in this regard the terms and corodrteons eel Porth in the Plan
<br />are to guide and Control the lrustee's Paw
<br />Sattlon 3,4 Vstustlon of ThM Ftmda: At Basi orsr_e a year ns of Valuation
<br />Dates designated by the Trustee, the Trustee "I determine the value of the
<br />Trust Funds, Assets of the Trust Funds "it be valued at their market values
<br />M the close of business on t e Valuation Date, or, in the absence of readily
<br />ascertainabie markof volues as the Trustee shall determine, in accordance with
<br />methods consistently kaflowand and uthilorrmly applied.
<br />ARTICLE Ill. FOR PROTECTION OF TRUSTEE
<br />Section 3.1 Evidence of Action by Employer, The Trustee may rely Won
<br />any cenificate, notice of ditoctiort purporting to have been signed on behatt
<br />of the Employer which the Trustee bel eves to have been signed by it duly
<br />designated official of the Employer, No communication shall be binding upon
<br />any of the Trust Funds or Trustee until they are received by the Trustee.
<br />Seebon 3.2 Advice of Cot trosel: The Ivstee may eorntAt with any legal own.
<br />sol with respect to the construction of this Agreement, its duties hereunder,
<br />or any W. which If proposes to take of omit. and shall not be liable for any
<br />action taken or omitad in good fadh pursuant to such advice,
<br />Section 3.3 MiuxiGtrheou& The Trustee shall use ord nary care and reason
<br />tyle diligence, but shell not be liable for any mistake d judgment or other action
<br />taken in good faith. The Trustee shall not be liable for any loss sustained by
<br />the Trust Funds by reasons of any irnesirnent made in good tam and in acor•
<br />dance wrath the prowstons of ft Agreement.
<br />The Trustee's duties and obligations shall be limited to those expressly
<br />imposed upon ii by this Agreement.
<br />ARTICLE fV. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE
<br />Stfctkhn 4.1 'Mees: The Trustee Shall deduct from and charge against the Trust
<br />Funds any faxes on the Truss Funds or the income thereof or which the Trus
<br />I" is required to pay with respect to the interest of arry person therein.
<br />Section 4.2 Expenses: The Trustee "I deduct horn and charge against
<br />the lnrst Funds 0 reasonable expenses incurred by the lustee in the admins•
<br />boon of the Trust Funds, including counsel, agency, Investment advisory, and
<br />oche+ necessary Ines
<br />ARTICLE V. SETTLWENT OF ACCOUNTS
<br />The Trustee "i keep accurare and detailed accounts of sit irvWmerts,
<br />receipts, disbursements, and other transactions hereunder
<br />Within nirwty (90) days after the Gose at each fiscal }ear, the Trustee shalt ren
<br />dor in duplicate to the Employer an account of as acts and transactions as Trus -
<br />Oce herornder If any part of the lvst Fund "I be invested through the medium
<br />of any common, cateavo or Commingled Trust Funds, the last annual report
<br />of such Trus Funds shall be submitted with and incorporated in the account.
<br />if within rlrhsty (90) days alter the rnaihng of the account or sty emended account
<br />the Employer than not Tiled with the Trintee notice of any obfed,on to arty act
<br />or transaction of the Tretstee, the account or Amended account Shen become
<br />an account stated. It any objection has been filed, and it the Employer is sells -
<br />tied that it should be withdrawn or t the account is adjusted to the Employer's
<br />satisfaction, the Employer shall in writing filed with the Trustee signify approval
<br />d the amount and it shall become an account slated
<br />When an account becomes an account szled, such account shall be finally
<br />valued, and the Trustee shall be completely d,schaiva.', mrd relea:zd. Qz' 41,-,
<br />accourd had been settled and allowed by a judgment of decree of a court of
<br />Compalent jurisdiction in an action or proceedng in which the Trustee "the
<br />Employer were parties
<br />The Trustee "I have the right to apply at any time to a court of competent
<br />Jurisdiction for the judicial aeftlamerd of its account.
<br />ARTICLE VI. RESIGNATION AND REMOVAL OF TRUSTEE
<br />Section 6.1 Resignation of Trustee: Tho Truslee may resign M any time
<br />by filing with the Employer its written resignation `SQCh res gnation Shall take
<br />tifleCt sixty (60) days from the date of such filing and upon appointment of
<br />a successor pursuant to Saction 63, wticheet shall first occur.
<br />Section 6,2 Removal of 'trust": The Employer may remove the Trustee
<br />at any time by delivering to the Trustee a written notice of its removal and an
<br />appointment of a successor pursuant to Section 63 Such removal than not
<br />take effeei prior to sixty (60) days from such delivery unless the Trustee agrees
<br />to an earlier effective date.
<br />Section 6.3 Appointment of Successor Triateea: The appointment of a
<br />successor to the Trustee shall take effect upon the delivery to the Trustee of
<br />(a) an instrument in writing executed by the Employer appointing such suca
<br />Cassor, and exonerating such Su cesSor from liability for the acts and omis�
<br />cions of its predecessor, and (b) an acceptance in writing, executed by such
<br />successor.
<br />All of Nye provisions sat forth herein with respect to the Trustee shall relate
<br />to each successor with the same force and effect as it Such successor had
<br />been originally named as Trustee hereunder
<br />It a wccessot is ndt appointed within sixty (60) days after Nye Trustee gives
<br />notice of its resignation pursuard to Section 61., the Trustee may apply to any
<br />court of competent jurisdiction for appooWnerht of a successes
<br />Sec1lon 6,4 Transfer of Funds to Successor: Upon the resignation or
<br />removal of the Trustee and appointment of a successor, and atter the final
<br />accourd of Nee Trustee has been property sen)ed, the Trustee shall transfer and
<br />del,yer arty of the Trust Funds inaolved to such successor
<br />ARTICLE VII, DURATION AND REVOCATION OF TRUST AGREEMENT
<br />Section 7.1 Duntlon and Revocation: This Trust shall continue for such
<br />time as may be necessary to accomplish the purpose tot wfr,ch it was created
<br />but may be terminated of revoked at any time by the Employer as it relates
<br />to any and/or all related participating Employees Written notice of such termi.
<br />nation or revocation shall be given to the Trustee by tris Employer Upon ter-
<br />mination or revocation of the Trust, all of the assets thered Shall return to and
<br />revert to the Employer Termination of this Trust shall nU, howl er, relieve the
<br />Employer of the Employer's continuing obligation to pay deferred compensa
<br />tion to Employees in Accordanhce with the terms or the Plan
<br />Section 7.2 Amendment: The Employer shall have the right to amend this
<br />Agreement in whole and in part W onty wdh the Trustees written consent
<br />Arty such amendment shelf become effective upon (a) delivery to the Trustee
<br />of a written instrument of amendment, and (b) the andorsemerd by the Trus
<br />IN on such instrument 0 its consent thereto
<br />ARTICLE Vlll. MISCELLANEOUS
<br />S®etfon 8.1 Laws of the Diatrlct of Columbia to Govem: This Agree-
<br />ment and the Trust hereby created shall be construed and regulated by the
<br />lows d the aslnct d Columbia.
<br />Soollon 8.2 Successor Employers: The 'Employer" "It include any per
<br />son who succeeds the Employer and who thereby becomes Subject to the
<br />obligations of the Employer under the Plan
<br />Sectlon 8.3 Witlhdrewale: The Employer may. at any bme, and from time to
<br />bma, withdraw a portion of all of Trust Funds created by this Agreement
<br />ttrection 6.4 Gen=dkr and Number: The masculine includes the feminine end
<br />the Singular ineluoes the plural unless the context requires another meaning
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