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8.7 Indemnification of Trust Administrator by Trustee. The Trust Administrator shall not be
<br />liable for, and Trustee shall indemnify and hold the Trust Administrator (including its officers, agents,
<br />employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability
<br />imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the
<br />indemnified party, arising as a result of Trustee's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />8.8 Indemnification of Agency by Trust Administrator. The Agency shall not be liable for, and
<br />Trust Administrator shall indemnify and hold the Agency (including its officers, agents, employees and
<br />attorneys) harmless from and against any claims, demand, loss, costs, expense or liability imposed on
<br />the indemnified party, including reasonable attorneys' fees and costs incurred by the indemnified party,
<br />arising as a result of Trust Administrator's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />8.9 Indemnification of Trust Administrator by Agency. The Trust Administrator shall not be
<br />liable for, and Agency shall indemnify and hold the Trust Administrator (including its officers, agents,
<br />employees and attorneys) harmless from and against any claims, demand, loss, costs, expense or liability
<br />imposed on the indemnified party, including reasonable attorneys' fees and costs incurred by the
<br />indemnified party, arising as a result of Agency's active or passive negligent act or omission or willful
<br />misconduct in the execution or performance of its duties under this Agreement.
<br />ARTICLE IX
<br />DURATION AND TERMINATION
<br />9.1 Termination. It is intended that this Trust shall be treated as being exempt from tax under
<br />Section 501(a) of the Code and that the Plan referred to herein shall qualify under Section 457(b) of the
<br />Code. However, notwithstanding any other provisions of the Trust, if the Internal Revenue Service is
<br />requested to issue to the Agency a favorable written determination or ruling with respect to the initial
<br />qualification of the Plan and exemption of the Trust from tax and such request is denied, the Trustee
<br />shall, after receiving a written direction from the Plan Administrator, pay to each Participant that portion
<br />of the Trust applicable to said Participant's voluntary contributions, if any, and provided the Plan so
<br />states, pay to the Agency any part of the Trust attributable to Agency contributions then remaining in the
<br />Trustee's possession, less any investment losses and Trustee's fees and costs incurred to date of
<br />distribution. As a condition to such repayment, Agency shall be solely responsible for any tax reporting
<br />and withholding required, and the Agency agrees to indemnify, defend, and hold the Trustee harmless
<br />from all claims, actions, demands, or liabilities arising in connection with such repayment, and provided
<br />further that such repayment will occur within one year after the date the request for qualified status is
<br />denied.
<br />9.2 Exclusive Benefit. This Trust may be terminated at any time by the Agency, and upon such
<br />termination, the Trust Assets shall be distributed by the Trustee as and when directed by the Plan
<br />Administrator in accordance with the provisions of this Trust Agreement and the Plan document. From
<br />the date of termination of the Plan and until the final distribution of the Trust, the Trustee shall continue
<br />to have all the powers provided under this Trust that are necessary or desirable for the orderly
<br />liquidation and distribution of the Trust. In no instance upon any termination, or discontinuance and
<br />subsequent distribution shall the Trust or any part of it be used for, or diverted to, purposes other than
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<br />55C-35
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