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<br /> 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.
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<br /> 8.8 Indemnification of Ai!ency 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.
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<br /> ARTICLE IX
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<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.
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<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 /> 55A-35
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