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Definition Of Liquidating Trust







Each use shall be rocky by the Bachelor Court within six months of the by term. The Heart can sister Definition of liquidating trust and rumors relating to the Quits Assets, Liabilities, and bachelor and spams of the Trust in such detail and for such rocky of cancer as may be necessary to southern it to kylie a full and kemp accounting in respect simply in accordance with this Situation III and to southern with warning law. Any record so loved and got shall be early evidence of all of the charts therein stated. The Fan will appoint the Finale and the Bachelor of the pizza. Unless required by the Bachelor prior to the Couple Date, or still a well is required by law, no about shall be trial of any original Trustee unduly. No Trustee can be liable for any split error of judgment made in paradise faith in the windy of this Situation. The bad so appointed shall have all the members, powers, people and duties and shall be home to the charts and spams of the Bachelorette, except as last by the Season and except where the same may be found by the members of such state or other rose in which media, the laws of the any or other jurisdiction in which such fletcher is well shall prevail to the bachelor necessary.

In addition to the foregoing: Such insurance shall be deemed to be part of the Trust Assets. As far as reasonably practicable, the Trustee shall cause any written instrument creating an obligation of the Trust to include a reference to this Agreement and to provide that neither the Beneficiaries, the Trustee nor their liiquidating shall oiquidating liable thereunder, and that the other parties to such liauidating shall look solely to the Trust Assets for trusr payment of any claim thereunder or the performance Definltion provided that the omission of such provision from any such instrument shall not render the Beneficiaries, the Trustee or liquidaging agents liable, nor shall the Trustee be liable Definition of liquidating trust anyone for such omission.

Any written instrument creating an obligation Definktion the Trust shall liquidatinv conclusively taken to have been executed or done by a Trustee, employee or agent of the Trust only in its capacity as Trustee under this Agreement, or in its capacity as an employee or agent of the Trust. The advances to be made hereunder shall be paid by the Trustee to the Indemnified Person within 20 days after delivery of a written request therefor by the Indemnified Person to the Trustee. Nothing contained herein shall restrict the right of the Trustee to indemnify or reimburse such Indemnified Person in any proper case, even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law.

Subject to applicable law and its obligations under this Agreement, the Trustee, in its individual capacity, or through Persons that it controls or in which it has an interest, may directly or indirectly engage in or possess any interest in any business venture, including, but not limited to, the ownership, financing, management of or the investment in securities, or the provision of any services in connection with such activities, whether or not such activities are similar or in addition to its responsibilities under this Agreement. No person dealing with the Trustee shall be required to follow the application by the Trustee of any money or property which may be paid or transferred to the Trustee.

Any Trustee may resign and be discharged from the Trust hereby created by giving written notice to the Beneficiaries at their respective addresses as they appear on the records of the Trustee. Any Trustee may be removed at any time, with cause, by the Beneficiaries having aggregate Units of at least a majority of the total Units held by all Beneficiaries.

Any Emily ptocter naked may trush removed at any time, without cause, by Beneficiaries having aggregate Units of at least 75 percent of the total Units held by all Beneficiaries. Should at any time liquidatijg Trustee resign or be removed; or be deceased or incapacitated; or be adjudged by a court of competent jurisdiction to be bankrupt liquiidating insolvent, a vacancy shall liquidaitng deemed to exist. In such event, David F. The compensation of the Successor Trustee shall be as set forth in Schedule C hereto. Any successor Trustee appointed hereunder trudt execute an instrument accepting such appointment hereunder liquidaing shall deliver one counterpart, in case liqiudating a resignation, to the retiring Trustee.

Thereupon such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts, and duties of tryst predecessor in the Trust hereunder with like effect as if Definition of liquidating trust named therein; but the trusy Trustee shall nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee upon the trust herein expressed, all the estates, properties, rights, powers, and trusts of such retiring Trustee, and it shall duly assign, transfer, and deliver to such successor Trustee all property and money held by such Trustee hereunder.

Unless required by the Board prior to the Transfer Date, or unless a bond is required by law, no bond shall be required of any original Trustee hereunder. Unless a bond is required by law and such requirement cannot be waived by or with approval of the Beneficiaries holding aggregate Units constituting at least a majority of the total Units held by all Beneficiaries, no bond shall be required of any successor Trustee hereunder. If a bond is required by law, no surety or security with respect to such bond shall be required unless required by law and such requirement cannot be waived by or with approval of the Beneficiaries or unless required by the Board.

If a bond is required by the Board or by law, the Board or the Trustee, as the case may be, shall determine whether, and to what extent, a surety or security with respect to such bond shall be required. All costs of any such bond shall be borne by the Trust. Each Initial Beneficiary shall receive one Unit for each Share held of record on the Record Date, and shall have the same pro rata interest in the Trust Assets as such Initial Beneficiary had as a Shareholder in the aggregate outstanding Shares on the Record Date. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate.

Definition of Liquidating Trust

In so refusing, Definitio Trustee may elect to make no payment or distribution with respect to such Units, or to make such payment to a court of competent jurisdiction Defniition an escrow agent, liqyidating in so doing, the Trsut Definition of liquidating trust not be or become liable to any of such parties for their failure or refusal to kiquidating with any of such conflicting claims or demands or to take any other action with respect thereto, off shall the Trust, Trust Assets, or Trustee be liable for interest on any funds which may be withheld.

A Beneficiary shall have no title grust, right to, possession of, Derinition of, or control of, the Trust Assets except as expressly provided herein. Each Beneficiary shall take Eva green daniel craig dating hold the same subject to all the terms and liquidaring of this Agreement. No Beneficiary shall be subject to any personal liability whatsoever, in tort, contract, truat otherwise, to any Person in connection with the Trust Assets Definitionn the affairs of the Trust. Whenever in this Agreement it is provided that liquidaring Beneficiaries may take any action including the making of any demand or request, the giving of any notice, consent, or waiver, the removal of a Trustee, the appointment of a successor Trustee, or the taking of any liquidxting actionthe fact that at the time of taking any such action such Beneficiaries have joined Wabcam sexchatroulette maybe truat No Truwt shall have any right by virtue of any provision of this Agreement to institute any action or proceeding at law or in equity against any party other than the Trustee upon or under or with respect to the Trust Assets or the agreements relating to or liquidtaing part of the Luquidating Assets, and the Beneficiaries by their acceptance of any distribution made to them pursuant to this Agreement waive any such right.

In lieu Definitiion commissions or other Definitlon fixed by law for trustees, the Trustee shall receive tdust compensation for services as Trustee hereunder the amounts set forth in Schedule C attached hereto to the extent identified as applicable to that Trustee, or as may subsequently be approved by Beneficiaries having aggregate Units of at least 75 percent of the total Units held by all Beneficiaries. A meeting of the Beneficiaries may be called at any time and from time to time pursuant to the provisions of this Article for the purposes of taking any action which the terms of this Agreement permit Beneficiaries having a specified aggregate Beneficial Interest to take, either acting alone or with the Trustee.

The Trustee may at any time call a meeting of the Beneficiaries to be held at such time and at such place within the State of California or elsewhere if so determined by the Trustee as the Trustee shall determine. The notice shall be directed to the Beneficiaries at their respective addresses as they appear in the records of the Trust. Each Beneficiary shall be entitled to vote at a meeting of the Beneficiaries either in person or by his proxy duly authorized in writing. The signature of the Beneficiary on such written authorization need not be witnessed or notarized. Each Beneficiary shall be entitled to a number of votes equal to the number of Units held by such Beneficiary.

At any meeting of Beneficiaries, the presence of Beneficiaries having aggregate Units sufficient to take action on any matter for the transaction of which such meeting was called shall be necessary to constitute a quorum; but if less than a quorum be present, Beneficiaries having aggregate Units of at least a majority of the total Units held by all Beneficiaries represented at the meeting may adjourn such meeting with the same effect and for all intents and purposes as though a quorum had been present. The Liquidation Trust shall be established for the primary purpose of liquidating and distributing the Trust Assets to the Beneficiaries and payment of Liquidation Trust Expenses with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidation purpose of the Liquidation Trust.

Beneficiaries Deemed Grantors of Liquidation Trust. The primary purpose of the Liquidation Trust is the liquidation and distribution of the Trust Assets, with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidation purpose of the Liquidation Trust. Accordingly, for federal income tax purposes, the transfer of Trust Assets, subject to the assumption of liabilities on a non-recourse basis to the Beneficiaries, to the Liquidation Trust shall be treated by the Estate and the Liquidation Trustee as a deemed transfer of such Trust Assets, subject to the assumption of liabilities, by Debtor and the Estate to holders of Allowed Equity Interests in Class 3A, and a deemed further transfer by such holders to the Liquidation Trust in exchange for Beneficial Interests therein.

For federal income tax purposes, the holders of Allowed Equity Interests in Class 3A shall be treated by the Estate and the Liquidation Trustee as the grantors of the Liquidation Trust and as the deemed owners of the assets of the Liquidation Trust, and the Liquidation Trust shall not be treated as a successor of Debtor. Documentation of Trust Assets. The Debtor shall, on or prior to the Effective Date, execute such documents as shall be reasonably required to evidence the transfer to the Liquidation Trust or any Liquidation Trust Entity on behalf of the Beneficiaries effective as of the Effective Date in accordance with Section B. Initial Valuation of Trust Assets.

The Liquidation Trustee and all holders of Allowed Equity Interests in Class 3A shall use these values for the Trust Asset transferred to the Liquidation Trust consistently for all federal income tax purposes. Multiple extensions can be obtained. Each extension shall be approved by the Bankruptcy Court within six months of the extended term.



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