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-2- <br />Agreement. In any case in which a provision of this Agreement conflicts with any provision in the Plan, this <br />Agreement shall control. <br />1.3 Exclusive Benefit. Except as may be permitted by law, by the terms of the Plan, or by this <br />Agreement, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under <br />the Plan shall any part of the Account be used for or diverted to any purpose other than for the exclusive benefit of the <br />participants and their beneficiaries. The assets of the Account shall be held for the exclusive purposes of providing <br />benefits to participants of the Plan and their beneficiaries and defraying the reasonable expenses of administering the <br />Plan and the Custody Account. <br />1.4 Limitation of Liability. Neither the Custodian nor its agents shall be liable for any acts or omissions <br />of another person other than the negligent acts or omissions of its own employees and agents. The Custodian shall <br />not be responsible for the title, validity or genuineness of any asset or any Loan Document received by it or delivered <br />by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, <br />consent, certification or other instrument believed by it to be genuine and delivered by the proper party or parties. <br />1.5 Contributions. The Custodian shall receive contributions or other amounts for deposit to the Plan <br />that are delivered to the Custodian or its designated agent for deposit to or for the benefit of the Plan. In accordance <br />with Authorized Instructions, the Custodian shall transmit contributions received for the purpose of settling the Plan's <br />investment transactions. The Employer shall have sole duty and responsibility for the determination of the accuracy <br />or sufficiency of the contributions to be made under the Plan and for the transmittal of contributions or other amounts <br />to the Plan. The Custodian shall have no duty or responsibility (a) to determine the amounts to be contributed to or <br />transferred to the Plan or on behalf of the participants of the Plan, (b) to collect any contributions or transfers to the <br />Plan or to enforce the collection of any such contributions or transfers, or (c) for the adequacy of amounts deposited <br />to the Fund to meet and discharge any of the Plan's liabilities. <br />1.6 Return of Contributions. Notwithstanding any other provision of this Agreement (a) contributions <br />made by the Employer based upon mistake of fact may be returned to the Employer. The Custodian shall return <br />contributions under this Section 1.6 only in accordance with Authorized Instructions and the Custodian shall have no <br />duty to determine whether the return of such contributions is permitted under this Section 1.6 and the Plan. <br />1.7 Distributions. The Custodian shall make distributions and disbursements from the Account solely <br />in accordance with Authorized Instructions. The Custodian shall not have any responsibility or duty under this <br />Agreement to see to the proper application of any payment, to determine the tax effect of any payment, or to determine <br />whether a distribution or disbursement to any person paid in accordance with Authorized Instructions is appropriate <br />under the terms of the Plan and applicable law. <br />1.8 Compliance with Law. The Account is intended to be tax-exempt under Section 501(a) of the Code <br />and this Agreement is intended to comply with Section 457(g) of the Code. The Employer represents that it intends <br />that the Plan constitute an eligible deferred compensation plan under Section 457(b) and Section 414(d) of the Code. <br />The Employer agrees to immediately notify the Custodian if the Plan ceases to be so eligible. <br />SECTION 2 – AUTHORITIES <br />2.1 Authority to Execute Agreement. The Employer hereby certifies that it has the power and authority <br />to enter into this Agreement on behalf of the Plan. The person(s) signing below on behalf of the Employer as <br />Authorized Parties warrant, as individuals, that each is an authorized to act on behalf of the Employer all signatures <br />are genuine and the persons indicated are authorized to sign. <br />2.2 Authorized Parties. The Employer shall concurrently with the execution of this Agreement, furnish <br />the Custodian or the Recordkeeping Affiliate with a written list of the names, signatures, and extent of authority of all <br />persons authorized to direct the Custodian and otherwise act on behalf of the Employer under the terms of this <br />Agreement as “Authorized Parties.” Such persons designated by the Employer to act on its behalf hereunder are <br />"Authorized Parties". The Custodian shall be entitled to rely on and shall be fully protected in acting upon directions, <br />instructions, and any information provided by an Authorized Party until notified in writing by the Employer of a <br />change of the identity or extent of authority of an Authorized Party. <br />REV: 07-30-25 MI <br />ATTY/AGR.2025.195/Voya (Voya Loan Custody Agreement) (Page 2 of 7)