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Mi To settle, compromise, or submit to arbitration any claims,
<br />debits. or damages due oir owing to or from the Trust Funds, to
<br />ccmme�nce oir defend suits oirlegal or,a,dlmini'strativeproceedings,
<br />and to represent the Trust Funds in all suits and legal and
<br />administrative proceedings.
<br />(ji) To do all such acts, take all such proceedings, and exercise all
<br />such rights and privileges, although not specifically mentioned
<br />herein, as the Trustee may deem necessary to administer the
<br />Trust Funds andl to carry out the purploises of this Trust.
<br />Section 21.3. Distributions from the Trust Funds,. The, Employer
<br />hereby appoints the Trustee as its agent for the purpose of -making
<br />distributions from the Trust Funds. In this regard the terms and
<br />c,oniditions set forth in the )Alan i are to gu�idle and control the Trustee's
<br />Power,
<br />Section 2.4. Valuation of Trust Funds. At least once a year as of
<br />Va I u at i on. Dates idels i g nate,d by the Trustee, the Trustee, shall deterrm i ne
<br />t, he value of the Trust Funds. Assets of t, he Trust Funds s h al I be va I ueld at
<br />their market values at the close of business on, the Valuation flute, or, in
<br />the absence of readily ascertainable market vallues as the Trustele, shall
<br />determine, in accordance, with methodls consistently followed and
<br />uniformly applield,
<br />ARTICLE I'll. For Protection of Trustee,.
<br />Section, 3.1. Evidence of Action by Empiloyer'. The Trustee may rely
<br />upon an y ce rt i f i c a,tel, notice or idirection pu rpio rti n g to have been signed
<br />on behalf of the Employer which the Trustee biellieves to have been
<br />signed byadulydesignatedolfficial of the Employer. No communication
<br />shall be binding upon any of the Trust Funds, or Trustee, until they are
<br />received by the Trustee.
<br />Section 3,,21. Advice of Counsel—The Trustee may consult', with any
<br />llegiall counsel with respect to the construction of this Agreement, its
<br />duties hereunder, or any act, which it proposes to tale olromit. and shall
<br />not be liable for any action taken or omitted in good faith pursuant to
<br />such advice.
<br />Section 3.3. Miscellaneous. The Trustee shall use ordinary) care and
<br />reasonable diligence, but shall not be flableforany mistake of'judlgment
<br />or other action taken in good faithi. The Trustee shad l not be liable for any
<br />loss, sustained by the Trust Funds by reasons of any investment, rmade in
<br />gioold faith and in accordance with the provisions of this Agreement.
<br />The, Trustee's duties and obligations shall be rlimitedl to those
<br />expressly imposed upon it by thii,s Agreement.
<br />ARTICLE Ill Taxes, Expenses and Compensation of Trustee.
<br />Section 4.1. Taxes, The Trustee shall deduct from and charge against
<br />the Trust Funds any taxies on the Trust, Funds or the income thereof or
<br />which the Trustee is requiir,e,d to pay with respect', to the interest of any
<br />person therein.
<br />Section 4,,2,. Expenses. The Trustee shall deduct from and charge
<br />against the Trust Funds all reasonable expen�s,es, incurred by the Trustee
<br />in the, administration of the Trust Funds, including colunsel, agency,
<br />inviestml advisory, and other necessary feels.
<br />ARTICLE V. Settlement ofAccquints., The Trustee, shall keep accurate,
<br />and idetaiied accounts of all inv,est�meints, receipts, disbursernents, and
<br />other transactions hereunder.
<br />11, A
<br />Within Within ninety (9�0) days after the close of each fiscal year, the Trustee
<br />snall ren�dler In duplicate, to the Employer an account of its acts and
<br />'rainsactions as Trustee h el re u ncler. I f'a,ny part of the Trust Fund) shall be
<br />1--Ivp-sted th rouigh the medium of' any, common, col llective o r commin g I ed d Trust Funds, the last annual report of such Truest Funds shall be
<br />�Ulc,,rrritteirf with and iin�corporated in the account.
<br />0 t
<br />vithin ninety ('90)i days after the mailing of the account or any
<br />alrnr,ndeid account', the Employer has not filed with the Trustee notice of
<br />any oujiection to any, act or transaction, of the Trustee, the account, or
<br />amenGed account shall becomie an account stated. If' any objection has
<br />hied. and if the Employer is satisfied that itshould biewithdrawn, or
<br />1111i account', is adjusted to the Employer's satisfaction,, the Em�ployer,
<br />'hilmivinring filed with the Trustee signify approval of the account and
<br />hall become an account stated. ,
<br />W'hien an account becomes an account stated, such account shall be
<br />finally settled., and the Trustee shall be completely discharged and
<br />relea,sed�,a,s if such account had been settled andallowed byajudament
<br />or decree of a court of competent jurisdiction in an action air proceeding
<br />in which the, Trustee and the Employer were parties,
<br />The Trustee shall have the right to apply at any time to a court of
<br />competent Jurisdiction for the judicial settlement of its account,
<br />ARTICLE VI. Resignation and Removal of Trustee.
<br />ARTICLE VII. Duration and Revocation of Trust Agreement.
<br />Section 7.1. Duration and Revocation. This Trust shall continue for
<br />such time as may be necessary, to accomplish the purpose for which it
<br />was created biut, may be terminated or revoked at any time by the
<br />Eriniploye�r as it relates to any and/or all related participating Employees.
<br />Written notice of such termination or revocation shall be given to the
<br />Trustee by the Employer. Upon termination or revocation of the Trust,
<br />alI l of' the assets thereof shall return to and revert to the Employer,
<br />Termination of this Trust shalll not,, however, relieve the Employer of the
<br />Em plo,yer's continuing obligation to pay deferred compensation to
<br />Employees in accordance with the terms of the Plan.
<br />Section 7'.2. Amendment. The Employer shall have the right to amend
<br />this Agreement in whole and in part but only with the Trustee's ilxritten
<br />consent. Any su ch a,m�en�dement shall become effective upon (a) delivery
<br />to the Trustee of a written instrument of amen meat, and (b) the
<br />endorsement by the Trustee on such instrument of its consent thereto.
<br />ARTICLE Vill. Miscellaineous.
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