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(i) To settle, compromise, or submit to arbitration any claims, When an account becomes an account stated,such account shall be
<br /> debts, or damages due or owing to or from the Trust Funds; to finally settled, and the Trustee shall be completely discharged and
<br /> commence or defend suits or legal or administrative proceedings; released,as if such account had been settled and allowed by a judgment
<br /> and to represent the Trust Funds in all suits and legal and or decree of a court of competent jurisdiction in an action or proceeding
<br /> administrative proceedings. in which the Trustee and the Employer were parties.
<br /> (j) To do all such acts,take all such proceedings,and exercise all The Trustee shall have the right to apply at any time to a court of
<br /> such rights and privileges, although not specifically mentioned competent jurisdiction for the judicial settlement of its account.
<br /> herein, as the Trustee may deem necessary to administer the
<br /> Trust Funds and to carry out the purposes of this Trust. ARTICLE VI. Resignation and Removal of Trustee.
<br /> Section 2.3. Distributions from the Trust Funds. The Employer Section 6.1. Resignation of Trustee. The Trustee may resign at any
<br /> hereby appoints the Trustee as its agent for the purpose of making time by filing with the Employer its written resignation.Such resignation
<br /> distributions from the Trust Funds. In this regard the terms and shall take effect sixty (60) days from the date of such filing and upon
<br /> conditions set forth in the Plan are to guide and control the Trustee's appointment of a successor pursuant to Section 6.3., whichever shall
<br /> power. first occur.
<br /> Section 2.4. Valuation of Trust Funds. At least once a year as of Section 6.2. Removal of Trustee. The Employer may remove the
<br /> Valuation Dates designated by the Trustee,the Trustee shall determine Trustee at any time by delivering to the Trustee a written notice of its
<br /> the value of the Trust Funds.Assets of the Trust Funds shall be valued at removal and an appointment of a successor pursuant to Section 6.3.
<br /> their market values at the close of business on the Valuation Date,or,in Such removal shall not take effect prior to sixty (60) days from such
<br /> the absence of readily ascertainable market values as the Trustee shall delivery unless the Trustee agrees to an earlier effective date.
<br /> determine, in accordance with methods consistently followed and Section 6.3. Appointment of Successor Trustee.The appointment of
<br /> uniformly applied. a successor to the Trustee shall take effect upon the delivery to the
<br /> ARTICLE III. For Protection of Trustee. Trustee of (a) an instrument in writing executed by the Employer
<br /> Section 3.1. Evidence of Action by Employer. The Trustee may rely appointing such successor, and exonerating such successor from
<br /> upon any certificate,notice or direction purporting to have been signed liability for the acts and omissions of its predecessor, and (b) an
<br /> on behalf of the Employer which the Trustee believes to have been
<br /> acceptance in writing, executed by such successor.
<br /> signed by a duly designated official of the Employer.No communication All of the provisions set forth herein with respect to the Trustee shall
<br /> shall be binding upon any of the Trust Funds or Trustee until they are relate to each successor with the same force and effect as if such
<br /> received by the Trustee. successor had been originally named as Trustee hereunder.
<br /> Section 3.2. Advice of Counsel. The Trustee may consult with any If a successor is not appointed with sixty (60) days after the Trustee
<br /> legal counsel with respect to the construction of this Agreement, its gives notice of its resignation pursuant to Section 6.1.,the Trustee may
<br /> duties hereunder,or any act,which it proposes to take or omit,and shall dtpply to any court of competent jurisdiction for appointment of a
<br /> not be liable for any action taken or omitted in good faith pursuant to successor.
<br /> such advice. Section 6.4. Transfer of Funds to Successor.Upon the resignation or
<br /> Section 3.3. Miscellaneous.The Trustee shall use ordinary care and removal of the Trustee and appointment of a successor, and after the
<br /> reasonable diligence,but shall not be liable for any mistake of judgment final account of the Trustee has been properly settled,the Trustee shall
<br /> or other action taken in good faith.The Trustee shall not be liable for any transfer and deliver any of the Trust Funds involved to such successor.
<br /> loss sustained by the Trust Funds by reasons of any investment made in ARTICLE VII. Duration and Revocation of Trust Agreement.
<br /> good faith and in accordance with the provisions of this Agreement.
<br /> Section 7.1. Duration and Revocation. This Trust shall continue for
<br /> The Trustee's duties and obligations shall be limited to those such time as may be necessary to accomplish the purpose for which it
<br /> expressly imposed upon it by this Agreement. was created but may be terminated or revoked at any time by the
<br /> ARTICLE IV. Taxes, Expenses and Compensation of Trustee. Employer as it relates to any and/or all related participating Employees.
<br /> Section 4.1. Taxes.The Trustee shall deduct from and charge against 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 /> the Trust Funds any taxes on the Trust Funds or the income thereof or all of the assets thereof shall return to and revert to the Employer.
<br /> which the Trustee is required to pay with respect to the interest of any Termination of this Trust shall not,however,relieve the Employer of the
<br /> person therein. Employer's continuing obligation to pay deferred compensation to
<br /> Section 4.2. Expenses. The Trustee shall deduct from and charge Employees in accordance with the terms of the Plan.
<br /> against the Trust Funds all reasonable expenses incurred by the Trustee Section 7.2. Amendment.The Employer shall have the right to amend
<br /> in the administration of the Trust Funds, including counsel, agency, this Agreement in whole and in part but•only with the Trustee's written
<br /> investment advisory, and other necessary fees. consent.Any such amendment shall become effective upon(a)delivery
<br /> ARTICLE V. Settlement of Accounts.The Trustee shall keep accurate to the Trustee of a written instrument of amendment, and (b) the
<br /> and detailed accounts of all investments, receipts,disbursements,and endorsement by the Trustee on such instrument of its consent thereto.
<br /> other transactions hereunder. ARTICLE VIII. Miscellaneous.
<br /> Within ninety (90)days after the close of each fiscal year,the Trustee Section 8.1. Laws of the District of Columbia to Govern. This
<br /> shall render in duplicate to the Employer an account of its acts and Agreement,and the Trust hereby created shall be construed and
<br /> transactions as Trustee hereunder.If any part of the Trust Fund shall be regulated by the laws of the District of Columbia.
<br /> invested through the medium of any common,collective or commingled
<br /> Trust Funds, the last annual report of such Trust Funds shall be Section 8.2. Successor Employers.The"Employer"shall include any
<br /> submitted with and incorporated in the account. person who succeeds the Employer and who thereby becomes subject
<br /> If within ninety (90) days after the mailing of the account or any to the obligations of the Employer under the Plan.
<br /> amended account the Employer has not filed with the Trustee notice of Section 8.3. Withdrawals. The Employer may,at any time,and from
<br /> any objection to any act or transaction of the Trustee,the account or time to time, withdraw a portion or all of Trust Funds created by this
<br /> amended account shall become an account stated.If any objection has Agreement.
<br /> been filed,and if the Employer is satisfied that it should be withdrawn or Section 8.4. Gender and Number. The masculine includes the
<br /> if the account is adjusted to the Employer's satisfaction,the Employer feminine and the singular includes the plural unless the context requires
<br /> shall in writing filed with the Trustee signify approval of the account and another meaning.
<br /> it shall become an account stated.
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