Common use of Distributions From Trust Fund Clause in Contracts

Distributions From Trust Fund. (a) Except as set forth in Section 3.6(c), Section 9.2 and ArticleX hereof, distributions from the Trust Fund shall be made by the Trustee to the Members and Beneficiaries at the times and in the amounts determined in accordance with the provisions of the Plan and, to the maximum extent permitted by applicable law, the Trustee shall be fully protected in so doing. Any amounts so paid shall be reduced by the amount of any federal, state, or local income or other taxes that may be required by law to be withheld or paid by the Trustee or the Company. To the extent required by applicable law, the Trustee shall withhold, pay, and report such amounts to the appropriate governmental authorities. To the extent the withholding and reporting obligations belong to the Company and not to the Trustee, the Trustee shall pay to the Company the appropriate withholding amount. The Company, the Committee, the Members, and the Beneficiaries shall provide the Trustee with all of the information necessary for the Trustee to determine the amount of such taxes required to be withheld or paid by the Trustee or the Company, and the Trustee shall be fully protected in relying upon such information. Notwithstanding any provision of this Trust Agreement to the contrary, the Company shall be obligated to pay the Benefits to the extent that the Trust Fund is not sufficient to pay any Benefit when due. In the event Benefits are due to more than one Member or Beneficiary on the same date and the Trust Fund is not sufficient to pay all such Benefits, the Trust Fund shall be applied pro rata among such Members and Beneficiaries on the basis of the Benefits due to be paid such individuals on such date. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay Benefits except to the extent such liabilities are met by application of Trust Fund assets. (b) Prior to the occurrence of a Change in Control, the Committee shall (or shall cause the Recordkeeper to) direct the Trustee in writing as to the time and amount of Benefits to be distributed to the Members and Beneficiaries. From and after the occurrence of a Change in Control, a Member or Beneficiary who believes that he or she is entitled to Benefits pursuant to the terms of the Plan may apply in writing directly to the Trustee for payment of such Benefits. Such application shall advise the Trustee of the circumstances which entitle such Member or Beneficiary to payment of such Benefits. The Trustee shall promptly forward such application to the Committee, and the Trustee shall pay such Benefits to the Member or Beneficiary 30 days after the Trustee has forwarded such application to the Committee, unless, prior to the expiration of such 30-day period, the Committee notifies the Trustee in writing that (1) such Benefits have already been paid in full or (2) such Member's or Beneficiary's entitlement to such Benefits is disputed by the Committee. If the Committee provides the Trustee with the notice described in clause (1) or (2) of the preceding sentence, then the Trustee shall reach its own independent determination as to the Member's or Beneficiary's entitlement to Benefits. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether Benefits are due and payable, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or holding a hearing or other proceeding. As promptly as possible after the occurrence of a Change in Control, the Trustee shall determine whether Benefits are payable. (c) At any time and from time to time, the Committee may direct the Trustee in writing to distribute to the Company cash held by the Trustee as part of the Trust Fund in an amount equal to the Benefits accrued under the Plan that have been forfeited under the terms of the Plan. As soon as practicable after receipt of such a direction and, if such direction is received by the Trustee after the occurrence of a Change in Control, the Trustee's independent determination that such benefits have, in fact, been forfeited in accordance with the terms of the Plan, the Trustee shall distribute such amount to the Company. (d) The Trustee may engage its own outside counsel or other experts to assist it in making any determination under Section 3.6(a), (b), (c), or (f) hereof. The cost of such outside counsel or other expert assistance, and any other costs reasonably incurred by the Trustee in making any such determination, shall be borne by the Company. From and after a Change in Control, if the Company fails to pay any such costs when due or requested by the Trustee, the Trustee may use the assets of the Trust Fund to pay them as provided in Section 5.2. (e) The Trustee shall not itself commence any legal action, whether in the nature of an interpleader action, request for declaratory judgment or otherwise, requesting a court to make a determination under Section 3.6(a), (b), (c), or (f) hereof in the Trustee's stead without first using its best efforts to make such determination; provided that notice thereof is contemporaneously given by the Trustee to the Company and the Committee. (f) Notwithstanding any other provision of this Trust Agreement, if any amounts held in the Trust are found in a "determination" (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended (the "Code")) to have been includible in gross income of a Member or Beneficiary prior to payment of such amounts from the Trust, the Trustee shall, as soon as practicable after receiving notice thereof, pay such amounts to such Member or Beneficiary, as applicable, (but not in excess of such Member's or Beneficiary's Account Balances at the time of such payment). For purposes of this Section 3.6, the Trustee shall be entitled to rely on an affidavit by a Member or Beneficiary, as applicable, and a copy of the determination to the effect that a determination described in the preceding sentence has occurred.

Distributions From Trust Fund. (a) Except as set forth in Section 3.6(c), Section 3.6(d), Section 9.2 and ArticleX Article X hereof, distributions from the Trust Fund shall be made by the Trustee to the Members and Beneficiaries at the times and in the amounts determined set forth in accordance with the provisions of the Plan and, to the maximum extent permitted by applicable law, the Trustee shall be fully protected in so doing. Any amounts so paid shall be reduced by the amount of any federal, state, or local income or other taxes that may be required by law to be withheld or paid by the Trustee or the Company. To the extent required by applicable law, and the Trustee shall withhold, pay, pay and report such amounts to the appropriate governmental authorities. To the extent the withholding and reporting obligations belong to ; provided, that the Company shall withhold, pay and not to report any FICA, or FUTA or other applicable taxes; and, provided, further, that the Trustee, the Trustee shall pay to the Company the appropriate withholding amount. The Company, the CommitteePlan Administrator, the Members, and the Beneficiaries shall provide the Trustee with all of the information necessary for the Trustee to determine the amount of such taxes required to be withheld or paid by the Trustee or the Company, and the Trustee shall be fully protected in relying upon such information. Notwithstanding any provision of this Trust Agreement to the contrary, the Company shall be obligated to pay the Benefits to Benefits. To the extent that the Trust Fund is not sufficient to pay any Benefit when due, the Company shall pay such Benefit directly. In the event Benefits are due to more than one Member or Beneficiary on the same date and the Trust Fund is not sufficient to pay all such Benefits, the Trust Fund shall be applied pro rata among such Members and Beneficiaries on the basis of the Benefits due to be paid such individuals on such date, as determined by the Plan Administrator or its delegates. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay Benefits except to the extent such liabilities are met by application of Trust Fund assets. (b) Prior to the occurrence of a Change in Control, the Committee Plan Administrator shall (or shall cause the Recordkeeper to) direct the Trustee in writing as to the time and amount of Benefits to be distributed to the Members and Beneficiaries. From and after the occurrence of a Change in Control, a Member or Beneficiary who believes that he or she is entitled to Benefits pursuant to the terms of the Plan may apply in writing directly to the Trustee for payment of such Benefits. Such application shall advise the Trustee of the circumstances which entitle such Member or Beneficiary to payment of such Benefits. The Trustee shall promptly forward shall, in such application to the Committeecase, and the Trustee shall pay such Benefits to the Member or Beneficiary 30 days after the Trustee has forwarded such application to the Committee, unless, prior to the expiration of such 30-day period, the Committee notifies the Trustee in writing that (1) such Benefits have already been paid in full or (2) such Member's or Beneficiary's entitlement to such Benefits is disputed by the Committee. If the Committee provides the Trustee with the notice described in clause (1) or (2) of the preceding sentence, then the Trustee shall reach its own independent determination as to the Member's or Beneficiary's entitlement to Benefits, even though the Trustee may be informed from another source (including the Company or the Plan Administrator) that payments are not due under the Plan. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether Benefits are due and payable, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or holding a hearing or other proceeding. As promptly as possible after the occurrence of a Change in Control, the Trustee shall determine whether Benefits are payable.appropriate (c) At any time If the Net Fair Market Value of the Trust Assets (as such term is hereinafter defined) exceeds the aggregate Account Balances for all Members and from time to timeBeneficiaries, the Committee may Plan Administrator may, at such time or times, direct the Trustee in writing to distribute to the Company cash held by the Trustee as part of the Trust Fund in an amount equal to the Benefits accrued under the Plan that have been forfeited under the terms of the Plan. As soon as practicable after receipt of such a direction and, if such direction is received by the Trustee after the occurrence of a Change in Control, the Trustee's independent determination that such benefits have, in fact, been forfeited in accordance with the terms of the Plan, the Trustee shall distribute such amount to the Company. (d) The Trustee may engage its own outside counsel or other experts At any time and from time to assist it in making any determination under Section 3.6(a), (b), (c), or (f) hereof. The cost time prior to the occurrence of such outside counsel or other expert assistance, and any other costs reasonably incurred by the Trustee in making any such determination, shall be borne by the Company. From and after a Change in Control, if the Company fails may apply in writing to pay any such costs when due or requested by the Trustee, the Trustee may use the assets of the Trust Fund to pay them as provided in Section 5.2. (e) The Trustee shall not itself commence any legal action, whether in the nature of an interpleader action, request for declaratory judgment or otherwise, requesting a court to make a determination under Section 3.6(a), (b), (c), or (f) hereof in the Trustee's stead without first using its best efforts to make such determination; provided that notice thereof is contemporaneously given distribution by the Trustee to the Company and of assets held by the Committee. (f) Notwithstanding any other provision Trustee as part of this Trust Agreement, if any amounts held in the Trust are found Fund ("TRUST ASSETS") in a "determination" (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended an amount (the "CodeREFUND AMOUNT")) equal to have been includible in gross income or less than the difference, if any, between (i) the Net Fair Market Value of a Member the Trust Assets (as such term is hereinafter defined) as of the last day of the month coincident with or Beneficiary prior to payment immediately preceding the date of such amounts application, and (ii) 105% of the aggregate Account Balances for all Members and Beneficiaries as of such date. Such application shall advise the Trustee of the manner in which the Refund Amount was calculated. Upon the receipt of such an application from the Trust, the Trustee shall, as soon as practicable after receiving notice thereof, pay such amounts to such Member or Beneficiary, as applicable, (but not in excess of such Member's or Beneficiary's Account Balances at the time of such payment). For purposes of this Section 3.6Company, the Trustee shall reach its own independent determination as to the Company's entitlement to the Refund Amount, even though the Trustee may be informed from another source (including a Member) that the Company is not entitled to rely on an affidavit the Refund Amount. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether the Company is entitled to the Refund Amount, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or engaging such independent third parties as the Trustee may deem necessary to assist in making such determination. The Trustee shall determine whether the Company is entitled to all or any portion of the Refund Amount as promptly as possible. If the Trustee determines that the Company is entitled to all or any portion of the Refund Amount, then the Trustee shall distribute such amount to the Company in cash or in kind as determined by a Member or Beneficiarythe Trustee in its sole discretion. As used herein, the term "NET FAIR MARKET VALUE OF THE TRUST ASSETS" shall mean the fair market value of the Trust Assets, as applicabledetermined by the Trustee in its sole discretion, and a copy reduced by all liabilities of the Trust, whether or not such liabilities are secured by any or all of the Trust Assets, other than liabilities to Members or Beneficiaries under the Plan. In determining such fair market value, the Trustee shall use such market quotations and other information as are available to it and may in its discretion be appropriate; provided, however, that the fair market value of any life insurance contract which constitutes a portion of the Trust Assets shall be its net cash surrender value. The determination to of the effect that Net Fair Market Value of the Trust Assets by the Trustee shall not constitute a determination described in the preceding sentence has occurred.representation by the

Distributions From Trust Fund. (a) Except as set forth in Section 3.6(c), Section 3.6(d), Section 9.2 and ArticleX Article X hereof, distributions from the Trust Fund shall be made by the Trustee to the Members Participants and Beneficiaries at the times and in the amounts determined set forth in accordance with the provisions of the Plan Plans and, to the maximum extent permitted by applicable law, the Trustee shall be fully protected in so doing. Any amounts so paid shall be reduced by the amount of any federal, state, or local income or other taxes that may be required by law to be withheld or paid by the Trustee or the Company. To the extent required by applicable law, and the Trustee shall withhold, pay, and report pay such amounts to the appropriate governmental authorities. To ; provided, however, that the extent the withholding and reporting obligations belong to the Company and not to the TrusteeEmployer, the Trustee shall pay to the Company the appropriate withholding amount. The CompanyAdministrator, the Committee, the MembersParticipants, and the Beneficiaries shall provide the Trustee with all of the information necessary for the Trustee to determine the amount of such taxes required to be withheld or paid by the Trustee or the Company, and the Trustee shall be fully protected in relying upon such information. Notwithstanding any provision of this Trust Agreement to the contrary, the Company Employer shall be obligated to pay the Benefits to Benefits. To the extent that the Trust Fund is not sufficient to pay any Benefit when due, the Employer shall pay such Benefit directly. In the event Benefits are due to more than one Member Participant or Beneficiary on the same date and the Trust Fund is not sufficient to pay all such Benefits, the Trust Fund shall be applied pro rata among such Members Participants and Beneficiaries on the basis of the Benefits due to be paid such individuals on such date. Nothing in this Trust Agreement shall relieve the Company Employer of its liabilities to pay Benefits except to the extent such liabilities are met by application of Trust Fund assets. (b) Prior to the occurrence of a Change in of Control, the Committee Administrator shall (or shall cause the Recordkeeper to) direct the Trustee in writing as to the time and amount of Benefits to be distributed to the Members Participants and Beneficiaries. From and after the occurrence of a Change in of Control, a Member Participant or Beneficiary who believes that he or she is entitled to Benefits pursuant to the terms of the Plan may apply in writing directly to the Trustee for payment of such Benefits. Such application shall advise the Trustee of the circumstances which entitle such Member Participant or Beneficiary to payment of such Benefits. The Trustee shall promptly forward shall, in such application to the Committeecase, and the Trustee shall pay such Benefits to the Member or Beneficiary 30 days after the Trustee has forwarded such application to the Committee, unless, prior to the expiration of such 30-day period, the Committee notifies the Trustee in writing that (1) such Benefits have already been paid in full or (2) such Member's or Beneficiary's entitlement to such Benefits is disputed by the Committee. If the Committee provides the Trustee with the notice described in clause (1) or (2) of the preceding sentence, then the Trustee shall reach its own independent determination as to the MemberParticipant's or Beneficiary's entitlement to Benefits, even though the Trustee may be informed from another source (including the Employer or the Administrator) that payments are not due under the Plans. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether Benefits are due and payable, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or holding a hearing or other proceeding. As promptly as possible after After the occurrence of a Change in of Control, the Trustee shall determine whether Benefits are payablepayable as promptly as possible. (c) At any time and from time to time, the Committee Administrator may direct the Trustee in writing to distribute to the Company Employer cash held by the Trustee as part of the Trust Fund in an amount equal to the Benefits accrued under the Plan Plans that have been forfeited under the terms of the PlanPlans. As soon as practicable after receipt of such a direction and, if such direction is received by the Trustee after the occurrence of a Change in of Control, the Trustee's independent determination that such benefits have, in fact, been forfeited in accordance with the terms of the PlanPlans, the Trustee shall distribute such amount to the CompanyEmployer. (d) The Trustee At any time and from time to time prior to the occurrence of a Change of Control, the Employer may engage its own outside counsel or other experts apply in writing to assist it in making any determination under Section 3.6(a), (b), (c), or (f) hereof. The cost of such outside counsel or other expert assistance, and any other costs reasonably incurred by the Trustee in making any such determination, shall be borne by the Company. From and after for a Change in Control, if the Company fails to pay any such costs when due or requested by the Trustee, the Trustee may use the assets of the Trust Fund to pay them as provided in Section 5.2. (e) The Trustee shall not itself commence any legal action, whether in the nature of an interpleader action, request for declaratory judgment or otherwise, requesting a court to make a determination under Section 3.6(a), (b), (c), or (f) hereof in the Trustee's stead without first using its best efforts to make such determination; provided that notice thereof is contemporaneously given distribution by the Trustee to the Company and Employer of assets held by the Committee. (f) Notwithstanding any other provision Trustee as part of this Trust Agreement, if any amounts held in the Trust are found Fund ("Trust Assets") in a "determination" (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended an amount (the "CodeRefund Amount")) equal to have been includible in gross income or less than the difference, if any, between (i) the Net Fair Market Value of a Member the Trust Assets (as such term is hereinafter defined) as of the last day of the month coincident with or Beneficiary prior to payment immediately preceding the date of such amounts application, and (ii) the aggregate Account Balances for all Participants and Beneficiaries as of such date. Such application shall advise the Trustee of the manner in which the Refund Amount was calculated. Upon the receipt of such an application from the Trust, the Trustee shall, as soon as practicable after receiving notice thereof, pay such amounts to such Member or Beneficiary, as applicable, (but not in excess of such Member's or Beneficiary's Account Balances at the time of such payment). For purposes of this Section 3.6Employer, the Trustee shall reach its own independent determination as to the Employer's entitlement to the Refund Amount, even though the Trustee may be informed from another source (including a Participant) that the Employer is not entitled to rely on an affidavit the Refund Amount. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether the Employer is entitled to the Refund Amount, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or engaging such independent third parties as the Trustee may deem necessary to assist in making such determination. The Trustee shall determine whether the Employer is entitled to all or any portion of the Refund Amount as promptly as possible. If the Trustee determines that the Employer is entitled to all or any portion of the Refund Amount, then the Trustee shall distribute such amount to the Employer in cash or in kind as determined by a Member or Beneficiarythe Trustee in its sole discretion. As used herein, the term "Net Fair Market Value of the Trust Assets" shall mean the fair market value of the Trust Assets, as applicabledetermined by the Trustee in its sole discretion, and a copy reduced by all liabilities of the Trust, whether or not such liabilities are secured by any or all of the Trust Assets, other than liabilities to Participants or Beneficiaries under the Plans. In determining such fair market value, the Trustee shall use such market quotations and other information as are available to it and may in its discretion be appropriate. The determination of the Net Fair Market Value of the Trust Assets by the Trustee shall not constitute a representation by the Trustee that the amounts reported as fair market values would actually be realized upon the liquidation of the Trust Assets. The Trustee shall not be accountable to the effect that a determination described Employer or to any other person, including the Participants or Beneficiaries, on the basis of any such valuation except as otherwise provided in the preceding sentence has occurredthis Trust Agreement.

Distributions From Trust Fund. (a) Except as set forth in Section 3.6(c), Section 3.6(d), Section 9.2 and ArticleX Article X hereof, distributions from the Trust Fund shall be made by the Trustee to the Members and Beneficiaries at the times and in the amounts determined in accordance with the provisions of the Plan and, to the maximum extent permitted by applicable law, the Trustee shall be fully protected in so doing. Any amounts so paid shall be reduced by the amount of any federal, state, or local income or other taxes that may be required by law to be withheld or paid by the Trustee or the Company. To the extent required by applicable law, the Trustee shall withhold, pay, and report such amounts to the appropriate governmental authorities. To the extent the withholding and reporting obligations belong to the Company and not to the Trustee, the Trustee shall pay to the Company the appropriate withholding amount. The Company, the Committee, the Members, and the Beneficiaries shall provide the Trustee with all of the information necessary for the Trustee to determine the amount of such taxes required to be withheld or paid by the Trustee or the Company, and the Trustee shall be fully protected in relying upon such information. Notwithstanding any provision of this Trust Agreement to the contrary, the Company shall be obligated to pay the Benefits to Benefits. To the extent that the Trust Fund is not sufficient to pay any Benefit when due, the Company shall pay such Benefit directly. In the event Benefits are due to more than one Member or Beneficiary on the same date and the Trust Fund is not sufficient to pay all such Benefits, the Trust Fund shall be applied pro rata among such Members and Beneficiaries on the basis of the Benefits due to be paid such individuals on such date. Nothing in this Trust Agreement shall relieve the Company of its liabilities to pay Benefits except to the extent such liabilities are met by application of Trust Fund assets. (b) Prior to the occurrence of a Change in Control, the Committee shall (or shall cause the Recordkeeper to) direct the Trustee in writing as to the time and amount of Benefits to be distributed to the Members and Beneficiaries. From and after the occurrence of a Change in Control, a Member or Beneficiary who believes that he or she is entitled to Benefits pursuant to the terms of the Plan may apply in writing directly to the Trustee for payment of such Benefits. Such application shall advise the Trustee of the circumstances which entitle such Member or Beneficiary to payment of such Benefits. The Trustee shall promptly forward shall, in such application to the Committeecase, and the Trustee shall pay such Benefits to the Member or Beneficiary 30 days after the Trustee has forwarded such application to the Committee, unless, prior to the expiration of such 30-day period, the Committee notifies the Trustee in writing that (1) such Benefits have already been paid in full or (2) such Member's or Beneficiary's entitlement to such Benefits is disputed by the Committee. If the Committee provides the Trustee with the notice described in clause (1) or (2) of the preceding sentence, then the Trustee shall reach its own independent determination as to the Member's or Beneficiary's entitlement to Benefits, even though the Trustee may be informed from another source (including the Company or the Committee) that payments are not due under the Plan. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether Benefits are due and payable, including, but not limited to, interviewing appropriate persons, requesting affidavits, soliciting oral or written testimony under oath, or holding a hearing or other proceeding. As promptly as possible after After the occurrence of a Change in Control, the Trustee shall determine whether Benefits are payablepayable as promptly as possible. (c) At any time and from time to time, the Committee may direct the Trustee in writing to distribute to the Company cash held by the Trustee as part of the Trust Fund in an amount equal to the Benefits accrued under the Plan that have been forfeited under the terms of the Plan. As soon as practicable after receipt of such a direction and, if such direction is received by the Trustee after the occurrence of a Change in Control, the Trustee's independent determination that such benefits have, in fact, been forfeited in accordance with the terms of the Plan, the Trustee shall distribute such amount to the Company. (d) The Trustee may engage its own outside counsel or other experts At any time and from time to assist it in making any determination under Section 3.6(a), (b), (c), or (f) hereof. The cost time prior to the occurrence of such outside counsel or other expert assistance, and any other costs reasonably incurred by the Trustee in making any such determination, shall be borne by the Company. From and after a Change in Control, if the Company fails may apply in writing to pay any such costs when due or requested by the Trustee, the Trustee may use the assets of the Trust Fund to pay them as provided in Section 5.2. (e) The Trustee shall not itself commence any legal action, whether in the nature of an interpleader action, request for declaratory judgment or otherwise, requesting a court to make a determination under Section 3.6(a), (b), (c), or (f) hereof in the Trustee's stead without first using its best efforts to make such determination; provided that notice thereof is contemporaneously given distribution by the Trustee to the Company and of assets held by the Committee. (f) Notwithstanding any other provision Trustee as part of this Trust Agreement, if any amounts held in the Trust are found Fund ("Trust Assets") in a "determination" (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended an amount (the "CodeRefund Amount")) equal to have been includible in gross income or less than the difference, if any, between (i) the Net Fair Market Value of a Member the Trust Assets (as such term is hereinafter defined) as of the last day of the month coincident with or Beneficiary prior to payment immediately preceding the date of such amounts application, and (ii) 125% of the aggregate Account Balances for all Members and Beneficiaries as of such date. Such application shall advise the Trustee of the manner in which the Refund Amount was calculated. Upon the receipt of such an appli- cation from the Trust, the Trustee shall, as soon as practicable after receiving notice thereof, pay such amounts to such Member or Beneficiary, as applicable, (but not in excess of such Member's or Beneficiary's Account Balances at the time of such payment). For purposes of this Section 3.6Company, the Trustee shall reach its own inde- pendent determination as to the Company's entitlement to the Refund Amount, even though the Trustee may be informed from another source (including a Member) that the Company is not entitled to the Refund Amount. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries and/or take such additional measures as it deems necessary in order to enable it to determine whether the Company is entitled to the Refund Amount, including, but not limited to, interviewing appropriate persons, requesting affi- davits, soliciting oral or written testimony under oath, or engaging such independent third parties as the Trustee may deem necessary to assist in making such determination. In addition, the Trustee may rely on an affidavit conclusively upon, and shall be protected in relying upon, information received from a third party engaged by a Member the Company as the recordkeeper for the Plan with respect to the aggregate Account Balances for all Members and Beneficiaries as of the relevant date. The Trustee shall determine whether the Company is entitled to all or Beneficiaryany portion of the Refund Amount as promptly as possible. If the Trustee determines that the Company is entitled to all or any portion of the Refund Amount, then the Trustee shall distribute such amount to the Company in cash or in kind as determined by the Trustee in its sole discretion. As used herein, the term "Net Fair Market Value of the Trust Assets" shall mean the fair market value of the Trust Assets, as applicabledetermined by the Trustee in its sole discretion, and a copy reduced by all liabilities of the Trust, whether or not such liabilities are secured by any or all of the Trust Assets, other than liabilities to Members or Beneficiaries under the Plan. In determining such fair market value, the Trustee shall use such market quotations and other information as are available to it and may in its discretion be appropriate; provided, however, that the fair market value of any life insurance contract which constitutes a portion of the Trust Assets shall be its net cash surrender value. The determination of the Net Fair Market Value of the Trust Assets by the Trustee shall not constitute a representation by the Trustee that the amounts re- ported as fair market values would actually be realized upon the liquidation of the Trust Assets. The Trustee shall not be accountable to the effect that a determination described Company or to any other person, including the Members or Beneficiaries, on the basis of any such valuation except as otherwise provided in the preceding sentence has occurredthis Trust Agreement.