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situated, including but not limited to, time deposits (including time deposits in the Trustee or its affiliates, or any successor
<br />thereto, if the deposits bear a reasonable rate of interest), shares of common and preferred stock, mortgages, bonds, leases,
<br />notes, debentures, equipment or collateral trust certificates, rights, warrants, convertible or exchangeable securities and
<br />other corporate, individual or government securities or obligations, annuity, retirement or other insurance contracts,
<br />mutual funds (including funds for which the Trustee or its affiliates serve as investment advisor, custodian or in a similar
<br />or related capacity), or in units of any other common, collective or commingled trust fund.
<br />6.3 Notwithstanding anything to the contrary herein, the assets of the Plan shall be held by the Trustee as title holder only.
<br />Persons holding custody or possession of assets titled to the Trust shall include the Employer, the Administrator, the
<br />investment manager, and any agents and subagents, but not the Trustee. The Trustee shall not be responsible or liable
<br />for any loss or expense which may arise from or result from compliance with any direction from the Employer, the
<br />Administrator, the investment manager, or such agents to take title to any assets nor shall the Trustee be responsible or
<br />liable for any loss or expense which may result from the Trustee's refusal or failure to comply with any direction to hold
<br />title, except if the same shall involve or result from the Trustee's negligence or intentional misconduct. The Trustee may
<br />refuse to comply with any direction from the Employer, the Administrator, the investment manager, or such agents in the
<br />event that the Trustee, in its sole and absolute discretion, deems such direction illegal.
<br />6.4 The Employer hereby indemnifies and holds the Trustee harmless from any and all actions, claims, demands, liabilities,
<br />losses, damages or reasonable expenses of whatsoever kind and nature in connection with or arising out of (i) any
<br />action taken or omitted in good faith by the Trustee in accordance with the directions of the Employer or its agents
<br />and subagents hereunder, or (ii) any disbursements of any part of the Trust made by the Trustee in accordance with
<br />the directions of the Employer, or (iii) any action taken by or omitted in good faith by the Trustee with respect to an
<br />investment managed by an investment manager in accordance with any direction of the investment manager or any
<br />inaction with respect to any such investment in the absence of directions from the investment manager. Notwithstanding
<br />anything to the contrary herein, the Employer shall have no responsibility to the Trustee under the foregoing
<br />indemnification if the Trustee fails negligently, intentionally or recklessly to perform any of the duties undertaken by it
<br />under the provisions of this Trust.
<br />6.5 Notwithstanding anything to the contrary herein, the Employer or, if so designated by the Employer, the Administrator
<br />and the investment manager or another agent of the Employer, will be responsible for valuing all assets so acquired for
<br />all purposes of the Trust and of holding, investing, trading and disposing of the same. The Employer will indemnify
<br />and hold the Trustee harmless against any and all claims, actions, demands, liabilities, losses, damages, or expenses
<br />of whatsoever kind and nature, which arise from or are related to any use of such valuation by the Trustee or holding,
<br />trading, or disposition of such assets.
<br />6.6 The Trustee shall and hereby does indemnify and hold harmless the Employer from any and all actions, claims, demands,
<br />liabilities, losses, damages and reasonable expenses of whatsoever kind and nature in connection with or arising out of
<br />(a) the Trustee's failure to follow the directions of the Employer, the Administrator, the investment manager, or agents
<br />thereof, except as permitted by the last sentence of Section 6.3 above; (b) any disbursements made without the direction
<br />of the Employer, the Administrator, the investment manager or agents thereof; and (c) the Trustee's negligence, willful
<br />misconduct, or recklessness with respect to the Trustee's duties tinder this Declaration.
<br />ARTICLE VII
<br />Contributions
<br />7.1 Employer Contributions. The Employer shall contribute to the Trust such amounts as specified in the Plan or by resolution.
<br />7.2 Accrued Leave. Contributions up to an amount equal to the value of accrued sick leave, vacation leave, or other type of
<br />accrued leave, as permitted under the Plan. The Employer's Plan must provide a formula for determining the value of the
<br />Participant's contribution of accrued leave . The Employer's Plan must contain a forfeiture provision that will prevent
<br />Participants from receiving the accrued leave in cash in lieu of a contribution to the Trust.
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