Exhibit 10.2


 





 


LIQUIDATING TRUST AGREEMENT


 


Dated as of December 23, 2016


 


by and among


 


ICON LEASING FUND ELEVEN, LLC


 


individually as Grantor


 


and


 


ICON CAPITAL, LLC


 


as Managing Trustee


 


and


 


NRAI SERVICES, LLC


 


as Resident Trustee


 




     


     


    

 


TABLE OF CONTENTS


 


	LIQUIDATING TRUST AGREEMENT	4
	RECITALS	4
	ARTICLE I:  NAME AND DEFINITIONS	5
	1.1	Name	5
	1.2	Certain Terms Defined	5
	ARTICLE II:  NATURE OF TRANSFER	6
	2.1	Purpose of Trust	6
	2.2	Prohibited Activities	7
	2.3	No Reversion to the Company	7
	2.4	Payment of Liabilities	7
	2.5	Bill of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of  Further Assurance	7
	2.6	Incidents of Ownership	7
	2.7	Notice to Unlocated Holders of Shares	7
	ARTICLE III:  BENEFICIARIES	8
	3.1	Beneficial Interests	8
	3.2	Rights of Beneficiaries	8
	3.3	No Transfer of Interests of Beneficiaries	9
	3.4	Managing Trustee as Beneficiary	9
	ARTICLE IV:  DURATION AND TERMINATION OF TRUST	9
	4.1	Duration	9
	4.2	Other Obligations of the Managing Trustee upon Termination	9
	ARTICLE V:  ADMINISTRATION OF TRUST ASSETS	9
	5.1	Sale of Trust Assets	9
	5.2	Transactions with Related Persons	10
	5.3	Payment of Claims, Expenses and Liabilities	10
	5.4	Interim Distributions	10
	5.5	Final Distribution	10
	5.6	Reports to Beneficiaries and Others	10
	5.7	Federal Income Tax Information	11
	5.8	Employment of Manager	11
	ARTICLE VI:  POWERS OF AND LIMITATIONS ON THE MANAGING TRUSTEE	12
	6.1	Limitations on the Managing Trustee	12
	6.2	Specific Powers of the Managing Trustee	12
	ARTICLE VII:  RESIDENT TRUSTEE	14
	7.1	Generally	14
	7.2	Fees and Indemnity	16
	7.3	Insurance	16
	7.4	Miscellaneous	16
	ARTICLE VIII:  CONCERNING THE MANAGING TRUSTEE, EMPLOYEES AND AGENTS	17
	8.1	Generally	17
	8.2	Reliance by Managing Trustee	18
	8.3	Limitation on Liability to Third Persons	19
	8.4	Recitals	19
	8.5	Indemnification	19
	8.6	Rights of Managing Trustees, Employees, Independent Contractors and Agents to Own Trust Shares or Other Property and to Engage in Other Business	20
	ARTICLE IX:  PROTECTION OF PERSONS DEALING WITH THE MANAGING TRUSTEE	20
	9.1	Reliance on Statements by the Managing Trustee	20


 






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	ARTICLE X:  REIMBURSEMENT TO THE MANAGING TRUSTEE	20
	10.1	Expenses	20
	ARTICLE XI:  THE MANAGING TRUSTEE AND SUCCESSOR MANAGING TRUSTEE	21
	11.1	Number and Qualification of Managing Trustees	21
	11.2	Resignation and Removal	21
	11.3	Appointment of Successor	22
	11.4	Acceptance of Appointment by Successor Managing Trustee	22
	11.5	Bonds	22
	ARTICLE XII:  CONCERNING THE BENEFICIARIES	22
	12.1	Evidence of Action by Beneficiaries	22
	12.2	Limitation on Suits by Beneficiaries	22
	12.3	Requirement of Undertaking	22
	ARTICLE XIII:  MEETING OF BENEFICIARIES	23
	13.1	Purpose of Meetings	23
	13.2	Meeting Called by Managing Trustee	23
	13.3	Meeting Called on Request of Beneficiaries	23
	13.4	Persons Entitled to Vote at Meeting of Beneficiaries	23
	13.5	Quorum	23
	13.6	Adjournment of Meeting	23
	13.7	Conduct of Meeting	23
	ARTICLE XIV:  AMENDMENTS	24
	14.1	Consent of Beneficiaries	24
	14.2	Effect of Amendment	24
	14.3	Managing Trustee’s Declining to Execute Documents	24
	ARTICLE XV:  MISCELLANEOUS PROVISIONS	24
	15.1	Filing Documents	24
	15.2	Intention of Parties to Establish Trust	24
	15.3	Beneficiaries Have No Rights or Privileges as Holders of Shares	24
	15.4	Laws as to Construction	24
	15.5	Severability	25
	15.6	Notices	25
	15.7	Counterparts.	25
	 	 	 
	EXHIBIT A:  Bill of Sale, Assignment, Acceptance and Assumption Agreement.	27


 




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LIQUIDATING TRUST AGREEMENT


 


This LIQUIDATING TRUST AGREEMENT (this “Agreement”),
dated as of December 23, 2016 (the “Effective Date”), by and among ICON Leasing Fund Eleven, LLC, a Delaware limited
liability company, as Grantor (the “Company”), ICON Capital, LLC, a Delaware limited liability company, as Managing
Trustee (the “Managing Trustee”), and NRAI Services, LLC, a Delaware limited liability company, as Resident Trustee
(the “Resident Trustee” and, with the Managing Trustee, the “Trustees”).


 


RECITALS:


 


WHEREAS, the Company was organized for the objectives and purposes
of owning and leasing, and otherwise dealing with equipment and other personal property; and


 


WHEREAS, ICON Capital, LLC, a Delaware limited liability company
and the manager of the Company (the “Manager”), filed a Certificate of Cancellation with the Secretary of State of
the State of Delaware pursuant to the terms of the Company’s Amended and Restated Limited Liability Company Agreement dated
as of April 21, 2006 (the “LLC Agreement”); and


 


WHEREAS, as of the date hereof, substantially all of the assets
of the Company have been sold or otherwise disposed of; and


 


WHEREAS, the Manager believes it to be in the best interest
of the Company to complete the liquidation of the Company by transferring all remaining assets of the Company (the “Retained
Assets”), including cash reserves set aside for the contingent and existing obligations of the Company (the “Company
Cash Reserves”), to a liquidating trust (the “Liquidating Trust” or “Trust”) with ICON Capital, LLC
serving as its initial Managing Trustee, including cash reserves set aside for the contingent and existing obligations of the Liquidating
Trust (the “Liquidating Trust Cash Reserves,” and together with the Company Cash Reserves, the “Cash Reserves”);
and


 


WHEREAS, the Managing Trustee shall administer the Liquidating
Trust pursuant to the terms of this Agreement and, upon satisfaction of all liabilities and obligations of the Company and the
Liquidating Trust, the Managing Trustee shall distribute the residue of the proceeds of the liquidation of the assets of the Company
in accordance with the terms hereof.


 


NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company hereby agrees to grant, release, assign, convey and deliver unto
the Managing Trustee for the benefit of the Beneficiaries (as hereinafter defined), all of the right, title and interest of the
Company in and to the Retained Assets and Company Cash Reserves for the uses and purposes stated herein on the Effective Date,
subject to the terms and provisions set out below, and the Managing Trustee hereby agrees to accept such Retained Assets and Company
Cash Reserves and such Trust, subject to the following terms and provisions:


 




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ARTICLE I 


NAME AND DEFINITIONS


 


1.1 Name. This Trust shall be known as the ICON Leasing
Fund Eleven Liquidating Trust.


 


1.2 Certain Terms Defined. For all purposes of this instrument,
unless the context otherwise requires:


 


(a) “AFFILIATE” shall mean, with respect to any
Person, (a) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (b) any
officer, director or partner of such Person, (c) any other Person owning or controlling 10% or more of the outstanding voting securities
of such Person and (d) if such Person is an officer, director or partner, any other person for which such Person acts in such capacity.


 


(b) “AGREEMENT” shall mean this instrument as originally
executed or as it may from time to time be amended pursuant to the terms hereof.


 


(c) “BENEFICIAL INTEREST” shall mean each Beneficiary’s
proportionate share of the Trust Assets in the Trust determined by the ratio of the number of Shares held by the Initial Beneficiary
on the close of business on the Record Date in the Company over the total number of Shares existing on such Record Date in the
Company and thereafter each Beneficiary’s proportional beneficial interest in the Trust represented by Trust Shares.


 


(d) “BENEFICIARIES” shall mean the holders of Trust
Shares from time to time on or after the Record Date, including the Initial Beneficiaries and the Subsequent Beneficiaries.


 


(e) “GRANTOR” shall mean the Company.


 


(f) “INITIAL BENEFICIARIES” shall mean the initial
holders of Trust Shares.


 


(g) “LIQUIDATING TRUST” shall mean the liquidating
trust maintained by the Managing Trustee holding the Trust Assets of the Company, identified as the “ICON Leasing Fund Eleven
Liquidating Trust”; also referred to herein as the “Trust.”


 


(h) “MANAGER” shall mean such Person or Persons
who have been employed by, or who have contracted with, the Managing Trustee to assist in the management of the Trust, and for
the avoidance of doubt, the Manager may be the Manager or any Affiliate of the Manager.


 


(i) “PERSON” shall mean any natural person, partnership,
trust, corporation, association or other legal entity, including, but not limited to, the Manager and any Affiliate of the Manager.


 


(j) “RECORD DATE” shall mean the date selected by
the Grantor for determination of the holders of Shares entitled to become Beneficiaries.


 


(k) “SHARES” shall mean the shares of limited liability
company interests in the Company held by each of the Beneficiaries as of the Record Date.


 


(l) “SUBSEQUENT BENEFICIARIES” shall mean Beneficiaries
as reflected on the books and records of the Trust from time to time after the Effective Date, other than the Initial Beneficiaries.


 






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(m) “TRUST” shall mean a Delaware Statutory Trust
pursuant to Chapter 38 of Title 12 of the Delaware Code and created by the filing of a Certificate of Trust with the Secretary
of State of the State of Delaware.


 


(n) “TRUST ASSETS” shall mean all the property held
from time to time by the Managing Trustee under this Agreement, which initially shall consist of the Retained Assets of the Company
granted, assigned and conveyed to the Managing Trustee


by the Company, the Cash Reserves, and, in addition, shall thereafter include
all proceeds and other receipts of, from, or attributable to any assets, causes of actions or claims held by the Trust.


 


(o) “TRUST SHARES” shall mean those equal, undivided
portions into which the Beneficial Interests in the Trust Assets are divided, as evidenced on the books and records of the Trust.


 


(p) “TRUSTEE(S)” shall mean the original Trustee(s)
under this Agreement and their successor(s) and assignee(s), if any.


 


ARTICLE II 


NATURE OF TRANSFER


 


2.1 Purpose of the Trust.


 


(a) It is expected that the Company shall dissolve and liquidate
prior to fully winding up its affairs, including, but not limited to, the sale of its remaining assets, the collection of any receivables
and the payment of any unsatisfied debts, claims, liabilities, commitments, suits and other obligations, whether contingent or
fixed or otherwise (the “Liabilities”), except for such liabilities and obligations for which the Company has previously
established reserves by the retention of the Company Cash Reserves as described in the recitals hereto. The Trust hereby is organized
for the sole purpose of winding up the affairs of the Company as promptly as reasonably possible and with no objective to continue
or engage in the conduct of a trade or business.


 


(b) The Company Cash Reserves and Retained Assets to be granted,
assigned and conveyed to the Managing Trustee as of the Effective Date will be held in the Trust, and the Managing Trustee will:
(i) further liquidate the Trust Assets as it deems necessary to carry out the purpose of the Trust and facilitate distribution
of the Trust Assets; (ii) protect, conserve and manage the Trust Assets in accordance with the terms and conditions hereof; and
(iii) distribute the Trust Assets in accordance with the terms and conditions hereof.


 






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(c) It is intended that the grant, assignment and conveyance
of the Company Cash Reserves and the Retained Assets by the Company to the Managing Trustee pursuant hereto shall be treated for
federal and state income tax purposes as if the Company made such distributions directly to the holders of Shares. It is further
intended that for federal, state and local income tax purposes the Trust shall be treated as a liquidating trust under Treasury
Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Beneficiaries shall be treated as the
owners of their respective share of the Trust pursuant to Sections 671 through 679 of the Code and any analogous provision of state
or local law and shall be taxed on their respective share of the Trust’s taxable income (including both ordinary income and
capital gains) pursuant to Section 671 of the Code and any analogous provision of state or local law. The Managing Trustee shall
file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited
to, any returns required of grantor trusts pursuant to Treasury Regulation Section 1.671-4(a). The Company agrees that a transfer
agent acting on its behalf may prepare and file applicable K-1’s with respect to the Beneficiaries’ Company income.
To the extent that the Managing Trustee becomes liable for the payment of taxes, including withholding taxes, with respect to income
derived from the investment of funds held hereunder or any payment made hereunder (collectively, the “Taxes”), the
Managing Trustee may pay such Taxes. The Managing Trustee may withhold from any payment of the Trust Assets such amount as the
Managing Trustee estimates to be sufficient to provide for the payment of such Taxes not yet paid, and may use the sum withheld
for that purpose. The Managing Trustee shall be indemnified and held harmless against any liability for Taxes and for any penalties
or interest with respect to Taxes on such investment income or payments in the manner provided herein.


 


2.2 Prohibited Activities. The Trust shall not continue
or engage in the conduct of any trade or business, and the Managing Trustee is expressly prohibited from continuing or engaging,
and shall have no power or authority to continue or engage in the conduct of any trade or business on behalf of the Trust or the
Beneficiaries, and all of the terms and conditions hereof shall be construed accordingly.


 


2.3 No Reversion to the Company. In no event shall any
part of the Trust Assets revert to or be distributed to the Company.


 


2.4 Payment of Liabilities. The Trust hereby agrees to
assume all Liabilities of the Company on the Effective Date. Should any Liability be asserted against the Trust as the transferee
of the Trust Assets or as a result of the assumption of the Liabilities, the Managing Trustee may use such part of the Trust Assets
as may be necessary in contesting any such Liability or in payment thereof. In no event shall the Managing Trustee, Beneficiaries
or employees or agents of the Trust be personally liable, nor shall any personal property of such Persons or any other Trust Assets
be subject to attachment, in the event the Trust Assets are not sufficient to satisfy the Liabilities asserted against or payable
out of the Company’s available Trust Assets in the Trust.


 


2.5 Bill of Sale, Assignment, Acceptance and Assumption Agreement;
Instruments of Further Assurance. On the Effective Date, the Company and the Trust shall execute a Bill of Sale, Assignment,
Acceptance and Assumption Agreement conveying the Retained Assets, Company Cash Reserves and Liabilities to the Trust, a copy of
which is attached as Exhibit A hereto. After the dissolution of the Company, such Persons who shall have the right and power to
so act, will, upon reasonable request of the Managing Trustee, execute, acknowledge, and deliver such further instruments and do
such further acts as may be necessary or proper to carry out effectively the purposes of this Agreement, to confirm or effectuate
the transfer to the Managing Trustee of any property intended to be covered hereby, and to vest in the Managing Trustee, its successors
and assigns, the estate, powers, instruments or funds in trust hereunder.


 


2.6 Incidents of Ownership. The holders of Shares as
of the Record Date shall be the Initial Beneficiaries of the Trust as holders of Trust Shares in the Trust, and the Managing Trustee
shall retain only such incidents of legal ownership as are necessary to undertake the actions and transactions authorized herein.


 


2.7 Notice to Unlocated Holders of Shares. If the Trust
holds Trust Assets for the benefit of unlocated holders of any Shares, due notice shall be given to such unlocated holders of Shares
in accordance with Delaware law.


 






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ARTICLE III 


BENEFICIARIES


 


3.1 Beneficial Interests.


 


(a) The Beneficial Interest of each Initial Beneficiary hereof
shall be determined by the Company in accordance with the Company’s list of Share holders as of the Record Date (the “List”).
The Company will deliver the List to the Managing Trustee promptly after the Record Date specifying the Shares of each Member in
the Company. Each Share owned by a Member shall be converted into Beneficial Interests in the Trust. For ease of administration,
the List shall express the Beneficial Interest of each Initial Beneficiary in terms of shares and it is intended that each share
shall represent one Trust Share in the Trust.


 


(b) In the case of the Share holders, book-entry or other records
or any other evidence of ownership satisfactory to the Managing Trustee will be deemed to evidence the Beneficial Interest in the
Trust of each such Beneficiary.


 


(c) If any conflicting claims or demands are made or asserted
with respect to the ownership of any Trust Shares, or if there should be any disagreement between the transferees, assignees, heirs,
representatives or legatees succeeding to all or part of the interest of any Beneficiary resulting in adverse claims or demands
being made in connection with such Trust Shares, then, in any of such events, the Managing Trustee shall be entitled, at its sole
election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Managing Trustee may elect to make
no payment or distribution with respect to such Trust Shares, or to make such payment to a court of competent jurisdiction or an
escrow agent, and in so doing the Managing Trustee shall not be or become liable to any of such parties for their failure or refusal
to comply with any of such conflicting claims or demands, nor shall the Managing Trustee be liable for interest on any funds which
it may so withhold. The Managing Trustee shall be entitled to refrain and refuse to act until either (i) the rights of the adverse
claimants have been adjudicated by a final non-appealable judgment of a court of competent jurisdiction, (ii) all differences have
been adjusted by valid written agreement between all of such parties, and the Managing Trustee shall have been furnished with an
executed counterpart of such agreement, or (iii) there is furnished to the Managing Trustee a surety bond or other security satisfactory
to the Managing Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.


 


3.2 Rights of Beneficiaries. Each Beneficiary shall be
entitled to participate in the rights and benefits due to a Beneficiary hereunder according to his Beneficial Interest. Each Beneficiary
shall take and hold the same subject to all the terms and provisions of this Agreement. The interest of the Beneficiary hereby
is declared and shall be in all respects personal property and upon the death of an individual Beneficiary, his Beneficial Interest
shall pass as personal property to his legal representative and such death shall in no way terminate or affect the validity of
this Agreement, provided that the Managing Trustee shall not be required to evidence a book entry transfer of a deceased Beneficiary’s
Beneficial Interest to his legal representative until the Managing Trustee shall have received Letters Testamentary or Letters
of Administration and written notice of the death of the deceased Beneficiary. A Beneficiary shall have no title or right to, or
possession, management or control of, the Trust Assets except as herein expressly provided. No widower, widow, heir, or devisee
of any Person who may be a Beneficiary shall have any right of dower, homestead, or inheritance, or of partition, or of any other
right, statutory or otherwise, in any property forming a part of Trust Assets but the whole title to the Trust Assets shall be
vested in the Managing Trustee and the sole interest of the applicable Beneficiaries shall be the rights and benefits given to
such Persons under this Agreement.


 






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3.3 No Transfer of Interests of Beneficiaries. No Beneficial
Interest may be transferred by any Beneficiary in person or by a duly authorized agent or attorney, or by the properly appointed
legal representatives of the Beneficiary. No Beneficiary has authority or power to sell, assign, transfer, encumber, or in any
other manner dispose of his Beneficial Interest; provided, however, that the Beneficial Interest shall be assignable or transferable
by will, intestate succession, or operation of law and, further provided, that the executor or administrator of the estate of a
Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held
by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses
of administering the estate of the Beneficiary, upon written notice to and upon written consent of the Managing Trustee, which
consent may be withheld in the Managing Trustee’s sole discretion.


 


Except as may be otherwise required by law, the Beneficial Interests
of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall
such Beneficial Interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary, but the
Beneficial Interest of a Beneficiary shall be paid by the Managing Trustee to the Beneficiary free and clear of all assignments,
attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Beneficiary only
when actually received by such Beneficiary.


 


3.4 Managing Trustee as Beneficiary. The Managing Trustee,
either individually or in a representative or fiduciary capacity, may be a Beneficiary to the same extent as if it were not a Managing
Trustee hereunder and shall have all the rights of a Beneficiary, including, without limitation, the right to vote and to receive
distributions, to the same extent as if it were not the Managing Trustee hereunder.


 


ARTICLE IV 


DURATION AND TERMINATION OF TRUST


 


4.1 Duration. The existence of this Trust shall terminate
upon the earliest of (i) a termination required by the applicable laws of the State of Delaware, (ii) the termination due to the
distribution of all Trust Assets as provided in Section 5.5, or (iii) December 23, 2021; provided, however, that the Managing Trustee,
in its discretion, may extend the existence of this Trust to such later date as it may designate, if it determines that an extension
is reasonably necessary to wind up the affairs of this Trust.


 


4.2 Other Obligations of the Managing Trustee upon Termination.
Upon distribution of all the Trust Assets, the Managing Trustee shall pay or make reasonable provision to pay all claims and obligations,
including all contingent, conditional or unmatured claims and obligations, known to the Trust, but for which the identity of the
claimant is unknown and not known to the Trust, but based on the facts known to the Trust, are likely to arise or to become known
to the Trust within 10 years after the date of dissolution. Except as otherwise specifically provided herein, upon the distribution
of all Trust Assets in the Trust, the Managing Trustee shall have no further duties or obligations hereunder.


 


ARTICLE V 


ADMINISTRATION OF TRUST ASSETS


 


5.1 Sale of Trust Assets. The Managing Trustee is hereby
authorized and directed, at such times as it may deem appropriate, to transfer, assign, or otherwise dispose of all or any part
of the Trust Assets as it deems appropriate at public auction or at private sale for cash, securities or other property, or upon
credit (either secured or unsecured as the Managing Trustee shall determine, in its sole discretion).


 






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5.2 Transactions with Related Persons. Notwithstanding
any other provisions of this Agreement, the Managing Trustee shall not knowingly, directly or indirectly, sell or otherwise transfer
all or any part of any Trust Assets to, or contract with, (i) itself or any other Trustee or an employee or agent (acting in its
or their individual capacities) of this Trust, or (ii) any Person of which any Trustee, employee or agent of this Trust is an Affiliate.


 


5.3 Payment of Claims, Expenses and Liabilities. Provided
the Managing Trustee has been advised in writing with respect to such claims, expenses, charges, liabilities and obligations, the
Managing Trustee shall pay from the Trust Assets all claims, expenses, charges, liabilities, and obligations of the Trust Assets
and all Liabilities relating to the Trust Assets and obligations which the Managing Trustee specifically assumes and agrees to
pay pursuant to this Agreement and such transferee liabilities which the Managing Trustee may be obligated to pay as transferee
of the Trust Assets, including, without limitation, interest, penalties, taxes, assessments, and public charges of every kind and
nature and the costs, charges, and expenses connected with or growing out of the execution or administration of this Trust and
such other payments and disbursements as are provided in this Agreement or which may be determined to be a proper charge against
the Trust Assets by the Managing Trustee.


 


5.4 Interim Distributions. At such times as may be determined
by it in its sole discretion, but no less frequently than annually, the Managing Trustee shall distribute, or cause to be distributed,
to the Beneficiaries, in proportion to the number of Trust Shares held by each Beneficiary relating to the Trust, such cash or
other property comprising a portion of the Trust Assets as the Managing Trustee may, in its sole discretion, determine may be distributed
without detriment to the conservation and protection of the Trust Assets in the Trust.


 


5.5 Final Distribution. If the Managing Trustee determines
that the Liabilities and all other claims, expenses, charges, liabilities and obligations of the Trust have been paid or discharged,
or if the existence of the Trust shall terminate pursuant to Section 4.1 hereof and not have been extended pursuant to such Section
4.1, the Managing Trustee shall, consistent with the conservation and protection of the Trust Assets, expeditiously distribute
the Trust Assets to the Beneficiaries pro rata according to the number of Trust Shares held by each Beneficiary in the Trust based
on the List submitted to the Managing Trustee by the Company pursuant to Section 3.1 above, as such List may be amended. The Managing
Trustee shall hold in the Trust and thereafter make disposition of all liquidating distributions and other payments due any Beneficiaries
who have not been located subject to applicable state laws regarding escheat and abandoned property. It is understood that the
Managing Trustee and the Beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying
number provided by the parties hereto to identify (i) the Beneficiary, (ii) the Beneficiary’s bank, or (iii) an intermediary
bank. The Managing Trustee may apply any of the Trust Assets for any payment order it executes using any such identifying number,
even where its use may result in a person other than the Beneficiary being paid, or the transfer of funds to a bank other than
the Beneficiary’s bank, or an intermediary bank designated.


 


5.6 Reports to Beneficiaries and Others. As soon as practicable
after the end of each taxable year of the Trust, the Managing Trustee shall file an annual report under cover of Form 10-K with
the U.S. Securities and Exchange Commission (the “Commission”) showing the assets and liabilities of the Trust at the
end of each calendar year and the receipts and disbursements of the Managing Trustee with respect to the Trust for such period
covered by the report. The annual report will also describe the changes in the assets of the Trust and the actions taken by the
Managing Trustee during such period covered by the report. The Managing Trustee will also file periodic reports under cover of
Form 8-K with the Commission whenever an event occurs for which a Form 8-K would have been required to be filed for the Trust or
whenever, in the opinion of the Managing Trustee, any other material event relating to the Trust or its assets has occurred. The
taxable year of the Trust shall end on December 31 of each year unless the Managing Trustee deems it advisable to establish some
other date as the date on which the taxable year of the Trust shall end.


 






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5.7 Federal Income Tax Information. As soon as practicable
after the close of each taxable year, the Managing Trustee shall direct its transfer agent to mail to each Person who was a Beneficiary
at the close of the year, a statement showing on a Trust Share basis in the Trust the dates and amounts of all distributions made
by the Managing Trustee, if any, income earned on Trust Assets held by the Trust, if any, such other information as is reasonably
available to the Managing Trustee which the Managing Trustee determines may be helpful in determining the amount of gross income
and expenses attributable to the Trust that such Beneficiary should include in such Beneficiary’s federal income tax return
for the preceding year and any other information as may be required to be furnished under the tax laws. In addition, after receipt
of a good faith written request, or in its discretion without such request or if required by applicable law, such transfer agent
(or if it cannot, the Managing Trustee) shall furnish to any Person who has been a Beneficiary at any time during the preceding
year a statement containing such further information as is reasonably available to the transfer agent or Managing Trustee, respectively,
which shall be helpful in determining the amount of taxable income which such Person should include in such Person’s federal
income tax return.


 


5.8 Employment of Manager.


 


(a) The Managing Trustee shall be responsible for the general
policies of the Trust and for the general supervision of the activities of the Trust conducted by all agents, employees, advisors
or managers of the Trust, including the Manager. However, the Managing Trustee is not and shall not be required personally to conduct
the activities of the Trust, and consistent with its ultimate responsibility as stated above, the Managing Trustee shall have the
power to appoint, employ or contract with any Person or Persons as the Managing Trustee may deem necessary or proper for the transaction
of the activities of the Trust, including the Manager. The Managing Trustee may grant or delegate such authority to the Manager
as the Managing Trustee may in its sole discretion deem necessary or desirable to carry out the purpose of the Trust without regard
to whether such authority is normally granted or delegated by trustees.


 


The Managing Trustee shall have the power to determine the terms
and compensation of the Manager or any other Person whom it may employ or with whom it may contract. The Managing Trustee may exercise
broad discretion in allowing the Manager to administer and regulate the operations of the Trust, to act as agent for the Trust,
to execute documents on behalf of the Managing Trustee, and to make executive decisions which conform to general policies and general
principles previously established by the Managing Trustee.


 


(b) The Manager or other Persons shall not be required to administer
the Trust as its sole and exclusive function and may have other business interests and may engage in other activities similar or
in addition to those relating to the Trust, including the rendering of advice or services of any kind to investors or any other
Persons and the management of other investments.


 






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ARTICLE VI 


POWERS OF AND LIMITATIONS ON THE MANAGING
TRUSTEE


 


6.1 Limitations on the Managing Trustee. Except as contemplated
by this Agreement, the Managing Trustee shall not at any time, on behalf of the Trust or the Beneficiaries, enter into or engage
in any trade or business, and no part of any Trust Assets shall be used or disposed of by the Managing Trustee in furtherance of
any trade or business. Except as the Managing Trustee reasonably believes is consistent with and in furtherance of its obligations
under this Agreement, the Managing Trustee shall be restricted to the holding, collection and sale of the Trust Assets and the
payment and distribution thereof for the purposes set forth in this Agreement and to the conservation and protection of the Trust
Assets and the administration thereof in accordance with the provisions of this Agreement. In no event shall the Managing Trustee
receive any property, make any distribution, satisfy or discharge any claims, expenses, charges, liabilities and obligations or
otherwise take any action which is inconsistent with a complete liquidation of the Company within the meaning of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal
Revenue Service and courts of competent jurisdiction, or take any action which would jeopardize the status of the Trust as a “liquidating
trust” for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d). This limitation shall
apply regardless of whether the conduct of any such trade or business is deemed by the Managing Trustee to be necessary or proper
for the conservation and protection of the Trust Assets. The Managing Trustee shall not invest any of the cash held as Trust Assets,
except that the Managing Trustee may invest in (i) direct obligations of the United States of America or obligations of any agency
or instrumentality thereof which mature not later than one year from the date of acquisition thereof; (ii) money market deposit
accounts, checking accounts, savings accounts, or certificates of deposit, commercial paper rated not less than A1/P1, or other
time deposit accounts which mature not later than one year from the date of acquisition thereof which are issued by a commercial
bank, brokerage firm or savings institution organized under the laws of the United States of America or any state thereof; or (iii)
other temporary investments not inconsistent with the Trust’s status as a liquidating trust for tax purposes (collectively,
“Permitted Investments”). It is hereby acknowledged that the Managing Trustee shall not be required to maximize the
investment return on the Trust Assets during the term of this Agreement. The Managing Trustee shall be and hereby is relieved of
all liability with respect to the purchasing, holding or selling of Permitted Investments in accordance with the terms hereof.
The Managing Trustee is not responsible for any losses to the Trust which may occur, including, without limitation, by reason of
bank failure or the amount of the Trust exceeding the Federal Deposit Insurance Corporation limits.


 


6.2 Specific Powers of the Managing Trustee. Subject
to the provisions of Section 6.1, the Managing Trustee shall have the following specific powers in addition to any powers conferred
upon it by any other Section or provision of this Agreement or any statutory laws of the State of Delaware; provided, however,
that the enumeration of the following powers shall not be considered in any way to limit or control the power of the Managing Trustee
to act as specifically authorized by any other Section or provision of this Agreement and to act in such a manner as the Managing
Trustee may deem necessary or appropriate to conserve and protect any Trust Assets or to confer on the Beneficiaries the benefits
intended to be conferred upon them by this Agreement:


 


(a) To determine the nature and amount of the consideration
to be received with respect to the sale or other disposition of, or the grant of interests in, any Trust Assets.


 






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(b) To collect, liquidate or otherwise convert into cash, or
such other property as the Managing Trustee deems appropriate, all property, assets and rights in any Trust Assets, and to pay,
discharge and satisfy all other claims, expenses, charges, liabilities, and obligations existing with respect to any Trust Assets,
the Trust or the Managing Trustee.


 


(c) To elect, appoint, engage, retain or employ any Persons
as agents, representatives, employees, or independent contractors (including, without limitation, real estate advisors, investment
advisors, accountants, transfer agents, custodians, attorneys-at-law, managers, appraisers, brokers, or otherwise) in one or more
capacities, and to pay compensation from the Trust Assets for services in as many capacities as such Person may be so elected,
appointed, engaged, retained or employed, to prescribe the titles, powers and duties, terms of service and other terms and conditions
of the election, appointment, engagement, retention or employment of such Persons and, except as prohibited by law, to delegate
any of the powers and duties of the Managing Trustee to any one or more Trustees, agents, representatives, employers, independent
contractors or other Persons.


 


(d) To retain and set aside such funds out of the Trust as the
Managing Trustee shall deem necessary or expedient to pay, or provide for the payment of (i) unpaid claims, expenses, charges,
liabilities, and obligations of the Trust or the Company, except to the extent that liabilities for which the Company has previously
reserved Cash Reserves are satisfied with funds from said Cash Reserves; (ii) contingencies; and (iii) the expenses of administering
the Trust Assets.


 


(e) To do and perform any and all acts necessary or appropriate
for the conservation and protection of the Trust Assets, including acts or things necessary or appropriate to maintain Trust Assets
held by the Managing Trustee pending sale or other disposition thereof or distribution thereof to the Beneficiaries.


 


(f) To hold legal title to property of the Trust in the name
of the Trust, or in the name of the Managing Trustee, or of any other Person, without disclosure of the interest of the Trust therein.


 


(g) To cause any investments of any part of the Trust Assets
to be registered and held in the name of any one or more of its names or in the names of a nominee or nominees without increase
or decrease of liability with respect thereto.


 


(h) To institute or defend actions or declaratory judgments
or other actions and to take such other action, in the name of the Trust or the Company or as otherwise required, as the Managing
Trustee may deem necessary or desirable to enforce any instruments, contracts, agreements, causes of action, claims or rights relating
to or forming a part of the Trust Assets.


 


(i) To determine conclusively from time to time the value of
and to revalue the securities and other property of the Trust, in accordance with independent appraisals or other information as
it deems necessary or appropriate.


 


(j) To cancel, terminate, or amend any instruments, contracts,
agreements, obligations or causes of action relating to or forming a part of any Trust Assets, and to execute new instruments,
contracts, agreements, obligations or causes of action notwithstanding that the terms of any such instruments, contracts, agreements,
obligations or causes of action may extend beyond the terms of this Trust, provided that no such new instrument, contract, agreement,
obligation or cause of action shall permit the Managing Trustee to engage in any activity prohibited by Section 6.1 of this Agreement.


 






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(k) To vote by proxy or otherwise on behalf of the Beneficiaries
and with full power of substitution all shares of stock and all securities held by the Managing Trustee hereunder and to exercise
every power, election, discretion, option and subscription right and give every notice, make every demand, and to do every act
or thing in respect to any shares of stock or any securities held by the Managing Trustee which the Managing Trustee might or could
do if the Managing Trustee was the absolute owner thereof.


 


(l) To undertake or join in any merger, plan of reorganization,
consolidation, liquidation, dissolution, readjustment or other transaction of any corporation, any of whose shares of stock or
other securities, obligations, or properties may at any time constitute a part of any Trust Assets, and to accept the substituted
shares of stock, bonds, securities, obligations and properties and to hold the same in trust in accordance with the provisions
hereof.


 


(m) In connection with the sale or other disposition or distribution
of any securities held by the Managing Trustee, to comply with the applicable federal and state securities laws, and to enter into
agreements relating to the sale or other disposition or distribution thereof.


 


(n) To authorize transactions between corporations or other
entities whose securities, or other interests therein (either in the nature of debt or equity) are held by the Managing Trustee
as part of any Trust Assets.


 


(o) To terminate and dissolve any entities owned by the Trust.


 


(p) To have a judicial settlement of its account of the Trust
at any time to the extent it determines necessary or advisable.


 


(q) To perform any act authorized, permitted, or required under
any instrument, contract, agreement, right, obligation or cause of action relating to or forming a part of any Trust Assets whether
in the nature of an approval, consent, demand or notice thereunder or otherwise, unless such act would require the consent of the
Beneficiaries in accordance with the express provisions of this Agreement.


 


ARTICLE VII


RESIDENT TRUSTEE


 





7.1 Generally. The Resident Trustee shall be a Trustee
for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act. The Resident
Trustee shall have the power and authority to execute, deliver, acknowledge and file all documents required to maintain the existence
of the Trust as required by the Delaware Statutory Trust Act and shall accept service of legal process upon the Trust in the State
of Delaware. The Resident Trustee shall provide prompt notice to the Managing Trustee of its performance of any such acts. The
Managing Trustee shall reasonably keep the Resident Trustee informed of any action taken by the Managing Trustee with respect to
the Trust that may affect the Resident Trustee. The Resident Trustee shall not be entitled to exercise any powers, nor shall the
Resident Trustee have any of the duties or liabilities, of the Managing Trustee. The Resident Trustee shall not be liable for the
acts or omissions of the Managing Trustee or the Trust. The Resident Trustee shall owe no fiduciary or other duties to the Trust
or the Beneficiaries except as expressly provided for in this Article VII. Unless required by the Delaware Court of Chancery,
the Resident Trustee shall serve without bond.


 






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The Resident Trustee accepts the trust hereby created and agrees
to perform its duties hereunder with respect to the same but only upon the terms of this Agreement. The Resident Trustee shall
not be personally liable to any Person under any circumstances in connection with any of the transactions contemplated by this
Agreement, except that such limitation shall not relieve the Resident Trustee of any personal liability it may have to the Beneficiaries
for the Resident Trustee’s own bad faith, willful misconduct or gross negligence. In particular, but not by way of limitation:


 


(a) The Resident Trustee shall not be personally liable
for any error of judgment made in good faith by any of its officers or employees;


 


(b) No provision of this Agreement shall require the Resident
Trustee to expend or risk its personal funds or otherwise incur any financial liability in the exercise of its rights or powers
hereunder;


 


(c) Under no circumstance shall the Resident Trustee be
personally liable for any representation, warranty, covenant, obligation or indebtedness of the Trust or the Managing Trustee;
and


 


(d) The Resident Trustee shall not be personally responsible
for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by any Person other than the
Resident Trustee.


 


Except as otherwise expressly required herein, the Resident
Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust’s
Assets or the payment of distributions of income or principal to the Trust’s Beneficiaries, and no implied obligations shall
be inferred from this Agreement on the part of the Resident Trustee. The Resident Trustee shall not be liable for the acts or omissions
of the Managing Trustee, the Manager or any other Person who acts on behalf of the Trust, nor shall the Resident Trustee be liable
for any act or omission by it in good faith in accordance with the directions of the Managing Trustee.


 


The Resident Trustee shall incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document
or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Resident Trustee may
accept a certified copy of a resolution of the board of directors or other governing body of any Person as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter,
the Resident Trustee may, for all purposes hereof, rely on a certificate, signed by any director, the president, any vice president,
the treasurer, any assistant treasurer, the secretary or any assistant secretary of the relevant party, and such certificate shall
constitute full protection to the Resident Trustee for any action taken or omitted to be taken by it in good faith in reliance
thereon.


 


In the exercise or administration of the Trust hereunder, the
Resident Trustee (i) may act directly or through agents or attorneys, and the Resident Trustee shall not be liable for the
default or misconduct of such agents or attorneys selected by it in good faith; and (ii) may, at the expense of the Trust,
consult with counsel, accountants and other skilled persons, and the Resident Trustee shall not be liable for anything done, suffered
or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons
selected by it in good faith.


 






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Except as expressly provided in this Article VII, in accepting
the Trust hereby created, the Resident Trustee acts solely as Trustee hereunder and not in its individual capacity, and all Persons
having any claim against the Resident Trustee by reason of the transactions contemplated by this Agreement shall look only to the
Trust’s property for payment or satisfaction thereof.


 


7.2 Fees and Indemnity. The Resident Trustee shall be
entitled to receive from the Trust as compensation for its services hereunder such fees as have been separately agreed upon with
the Trust in a separate agreement, which compensation shall not be limited by any provision of law in regard to compensation of
a trustee of an express trust.


 


The Trust shall (i) reimburse the Resident Trustee for
all reasonable expenses incurred by it in connection with the execution and performance of its rights and duties hereunder (including
reasonable fees and expenses of counsel and other experts); (ii) indemnify, defend and hold harmless the Resident Trustee
(in both its individual and Trustee capacities) and the officers, directors, employees and agents of the Resident Trustee (collectively,
including the Resident Trustee in its individual capacity, the “RT Covered Persons”) from and against any and all losses,
damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel),
taxes and penalties of any kind and nature whatsoever, to the extent that such expenses arise out of or are imposed upon or asserted
at any time against one or more RT Covered Persons with respect to the Resident Trustee’s performance pursuant to this Agreement,
the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby (all such expenses
as provided in clauses (i) and (ii) are herein referred to collectively as “RT Expenses”); provided, however,
that the Trust shall not be required to indemnify an RT Covered Person for RT Expenses to the extent such RT Expenses result from
the bad faith, willful misconduct or gross negligence of such RT Covered Person; and (iii) advance to each RT Covered Person
RT Expenses (including reasonable legal fees and expenses) incurred by such RT Covered Person in defending any claim, demand, action,
suit or proceeding, prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Trust
of a written request therefor and of an undertaking by or on behalf of the RT Covered Person to repay such amount if it shall ultimately
be determined that the RT Covered Person is not entitled to be indemnified therefor under this Article VII. With respect to
reimbursement or indemnity provided hereunder, an RT Covered Person shall have a lien on the Trust’s Assets prior to any
rights in such property of the Beneficiaries or any other Person.


 


7.3 Insurance. The Resident Trustee shall be permitted
to obtain and maintain fidelity and liability insurance covering the Resident Trustee personally and insuring against acts of any
agents, servants or others retained or employed by the Resident Trustee and to retain insurance agents and brokers in connection
therewith, all at the expense of the Trust.


 


7.4 Miscellaneous. The Resident Trustee shall take such
action or refrain from taking such action under this Agreement as it may be directed in writing by the Managing Trustee from time
to time; provided, however, that the Resident Trustee shall not be required to take or refrain from taking any such action if it
shall have determined, or shall have been advised by counsel, that such performance is likely to incur personal liability for the
Resident Trustee or is contrary to the terms of this Agreement or of any document contemplated hereby to which the Trust is a party
or is otherwise contrary to law.


 


To the extent that, at law or in equity, an RT Covered Person
has duties (including fiduciary duties) and liabilities relating to the Trust, the Beneficiaries or any other Person, such RT Covered
Person acting under this Agreement shall not be liable to the Trust, the Beneficiaries or such other Persons for its good faith
reliance on the provisions of this Agreement. To the extent that provisions of this Agreement restrict the duties and liabilities
of an RT Covered Person otherwise existing at law or in equity, such provisions are agreed by the parties hereto to replace such
other duties and liabilities of such RT Covered Person.


 






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The Resident Trustee may resign and be discharged of the trust
created by this Agreement upon not less than 30 days’ prior written notice to the Managing Trustee. Upon receiving such
notice of resignation, the Managing Trustee shall use its best efforts promptly to appoint a substitute or successor Resident Trustee
in the manner and meeting the qualifications hereinafter provided by written instrument or instruments delivered to such resigning
Resident Trustee and the substitute or successor Resident Trustee. In addition, upon not less than 30 days’ prior written
notice to the Resident Trustee, the Managing Trustee may remove the Resident Trustee, with or without cause, and appoint a successor
Resident Trustee meeting the qualifications hereinafter provided by written instrument or instruments delivered to the Resident
Trustee being removed and to the substitute or successor Resident Trustee. Any resignation or removal of the Resident Trustee and
appointment of a substitute or successor Resident Trustee shall become effective only upon acceptance of the appointment by the
substitute or successor Resident Trustee. If no substitute or successor Resident Trustee shall have been appointed within 30 days
after notice of such resignation or removal has been delivered, the Resident Trustee may apply to a court of competent jurisdiction
for the appointment of a successor Resident Trustee. Such court may thereupon, after such notice, if any, as it may deem proper,
prescribe and appoint a successor Resident Trustee meeting the qualifications provided for herein.


 


Any Person into which the Resident Trustee may be merged or
with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Resident Trustee shall
be a party, or any Person that succeeds to all or substantially all of the corporate trust business of the Resident Trustee, shall
be the successor Resident Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or
further act to be done on the part of the parties hereto (except for the filing of an amendment to the Trust’s certificate
of trust if required by law), notwithstanding anything to the contrary herein; provided, however, that such successor Resident
Trustee shall have its principal place of business in the State of Delaware and otherwise meet the requirements of applicable law.


 


ARTICLE VIII


CONCERNING THE MANAGING TRUSTEE, BENEFICIARIES,
EMPLOYEES AND AGENTS


 


8.1 Generally. The Managing Trustee accepts and undertakes
to discharge the Trust created by this Agreement, upon the terms and conditions thereof on behalf of the Beneficiaries. The Managing
Trustee shall exercise such rights and powers vested in it by this Agreement, and use the same degree of care and skill in its
exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this
Agreement shall be construed to relieve the Managing Trustee from liability for its own willful misconduct, knowingly and intentionally
committed in bad faith, except that:


 


(a) No successor Managing Trustee shall be in any way responsible
for the acts or omissions of the Managing Trustee in office prior to the date on which it became a Managing Trustee.


 


(b) The Managing Trustee shall not be liable for the performance
of such duties and obligations as are specifically set forth in this Agreement except for its bad faith or willful misconduct,
and no implied covenants or obligations shall be read into this Agreement against the Managing Trustee.


 






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(c) The Managing Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Managing
Trustee and conforming to the requirements of this Agreement.


 


(d) The Managing Trustee shall not be liable for any act which
the Managing Trustee may do or omit to do hereunder, or for any mistake of fact or law, or for any error of judgment, or for the
misconduct of any employee, agent, representative or attorney appointed by it, or for anything that it may do or refrain from doing
in connection with this Agreement while acting in good faith; unless caused by or arising from gross negligence, willful misconduct,
fraud or any other breach of fiduciary duty of the Trustee or any of its employees, agents, representatives or attorneys.


 


(e) The duties and obligations of the Managing Trustee shall
be limited to and determined solely by the express provisions of this Agreement, and no implied duties or obligations shall be
read into this Agreement against the Managing Trustee.


 


8.2 Reliance by the Managing Trustee. Except as otherwise
provided in Section 7.1 of this Agreement:


 


(a) The Managing Trustee may rely and shall be protected in
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper
or document believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


(b) The Managing Trustee may consult with legal counsel, auditors
or other experts to be selected by it, including firms with which the Managing Trustee may be an Affiliate, and the advice or opinion
of such counsel, accountants, auditors or other experts shall be full and complete protection to the Managing Trustee, the employees
and the agents of the Managing Trustee in respect of any action taken or omitted or suffered by them in good faith and in reliance
on, or in accordance with, such advice or opinion.


 


(c) Persons dealing with the Managing Trustee shall look only
to the Trust Assets to satisfy any liability incurred by the Managing Trustee to such Person in carrying out the terms of this
Agreement, and the Managing Trustee shall have no personal obligation to satisfy any such liability.


 


(d) As far as practicable and except as expressly permitted
above, the Managing 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 Managing Trustee nor their agents shall be liable thereunder and that
the other parties to such instrument shall look solely to the Trust Assets for the payment of any claim thereunder or the performance
thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficiaries, the
Managing Trustee, or their agents liable, nor shall the Managing Trustee be liable to anyone for such omission.


 






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8.3 Limitation on Liability to Third Persons. No Beneficiary
shall be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Trust
Assets or the affairs of the Trust; and neither the Managing Trustee nor any employee or agent of the Trust shall be subject to
any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with any Trust Assets or the affairs
of the Trust, except for such Person’s own willful misconduct, knowingly and intentionally committed in bad faith; and all
such other Persons shall look solely to any Trust Assets for satisfaction of claims of any nature arising in connection with the
affairs of the Trust. The Managing Trustee shall purchase and maintain insurance as it deems reasonably necessary for the protection
of all Trust Assets, its Beneficiaries, the Trustee and its employees and agents in such amount as the Managing Trustee shall deem
adequate to cover all foreseeable liability to the extent available at reasonable rates.


 


8.4 Recitals. Any written instrument creating an obligation
of the Trust shall be conclusively taken to have been executed or done by the Managing Trustee, or the employee or agent of this
Trust only in its capacity as Managing Trustee under this Agreement or in its capacity as employee or agent of the Trust.


 


8.5 Indemnification. The Managing Trustee and each of
its employees and agents, including the Manager (each an “Indemnified Person” and collectively, the “Indemnified
Persons”), shall be indemnified out of all Trust Assets against all liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and all costs and expenses, including, but not limited to, reasonable counsel
fees and disbursements paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding
by the Indemnified Persons in connection with the defense or disposition of any action, suit or other proceeding by the Trust or
any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person
may be threatened while in office or thereafter, by reason of its or his being or having been such a Managing Trustee, employee
or agent; provided, however, that the Indemnified Person shall not be entitled to such indemnification in respect of any matter
as to which the Indemnified Person shall have been adjudicated to have acted in bad faith or with willful malfeasance or in reckless
disregard of the Indemnified Person’s duties. The rights accruing to any Indemnified Person under these provisions shall
not exclude any other right to which the Indemnified Person may be lawfully entitled. The Managing Trustee may make advance payments
in connection with indemnification under this Section, provided that the Indemnified Person shall have given a written undertaking
to repay any amount advanced to the Indemnified Person and to reimburse the Trust in the event it is subsequently determined in
a final adjudication by a court of law that the Indemnified Person is not entitled to such indemnification. The Managing Trustee
may purchase such insurance as it believes, in the exercise of its discretion, adequately insures that each Indemnified Person
shall be indemnified against any such loss, liability or damage pursuant to this Section. The rights accruing to any Indemnified
Person by reason of the foregoing shall not be deemed to exclude any other right to which he may legally be entitled nor shall
anything else contained herein restrict the right of the Managing 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. As security for the timely and full payment and satisfaction of all
of the present and future obligations of the parties to the Managing Trustee under this Agreement, including, without limitation,
the indemnity obligations hereunder, whether joint or several, the Trust (and by accepting distributions hereunder, each Beneficiary)
hereby grants to the Managing Trustee a continuing security interest in and to any and all of the Trust Assets, whether now existing
or hereafter acquired or created, together with the products and proceeds thereof, all payments and other distributions with respect
thereto, and any and all investments, renewals, substitutions, modifications and extensions of any and all of the foregoing. The
Managing Trustee shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. In addition, in
the event the Managing Trustee has not received any payment, indemnity, reimbursement or other amount due it under this Agreement,
then, notwithstanding any other term or provision of this Agreement, the Managing Trustee may, in its discretion, set off and apply
any of the Trust Assets as is required to pay and satisfy those obligations. Promptly after the receipt by the Managing Trustee
of notice of any demand or claim or the commencement of any action, suit or proceeding, the Managing Trustee shall, if a claim
in respect thereof is to be made against any of the other parties hereto, notify such other parties thereof in writing; but the
failure by the Managing Trustee to give such notice shall not relieve any party from any liability which such party may have to
the Managing Trustee hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Managing Trustee
may retain and hold for such time as it reasonably deems necessary such amount of the Trust Assets as it shall from time to time,
in its sole discretion, reasonably deem sufficient to indemnify itself for any such loss or expense and for any amounts due it
hereunder. Except as required by law or as expressly provided herein, the Managing Trustee shall be under no duty to institute
any suit, or to take any remedial procedures under this Agreement, or to enter any appearance or in any way defend any suit in
which it may be made a defendant hereunder until it shall be indemnified as provided above, except as expressly set forth herein.


 






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8.6 Rights of Managing Trustees, Employees, Independent Contractors
and Agents to Own Trust Shares or Other Property and to Engage in Other Business. Any Managing Trustee, employee, independent
contractor or agent, including the Manager, may own, hold and dispose of Trust Shares for its individual account, and may exercise
all rights thereof and thereunder to the same extent and in the same manner as if it were not a Managing Trustee, employee, independent
contractor or agent. Any Managing Trustee, employee, independent contractor or agent, including the Manager, may, in its personal
capacity or in the capacity of trustee, manager, officer, director, shareholder, partner, member, advisor, employee of any Person
or otherwise, have business interests and holdings similar to or in addition to those relating to the Trust. Subject to the provisions
of Article V hereof, any Managing Trustee, employee, independent contractor or agent of the Trust, including the Manager, may be
a trustee, manager, officer, director, shareholder, partner, member, advisor, employee or independent contractor of, or otherwise
have a direct or indirect interest in, any Person who may be engaged to render advice or services to the Trust, and may receive
compensation from such Person as well as compensation as Trustee, employee, independent contractor or agent, including as Manager,
or otherwise hereunder so long as such interest is disclosed to the Managing Trustee. None of these activities in and of themselves
shall be deemed to conflict with its duties as Managing Trustee, employee, independent contractor or agent, including as Manager.


 


ARTICLE IX 


PROTECTION OF PERSONS DEALING WITH THE
MANAGING TRUSTEE


 


9.1 Reliance on Statements by the Managing Trustee. Any
Person dealing with the Managing Trustee shall be fully protected in relying upon the Managing Trustee’s certificate or instrument
signed by the Managing Trustee that it has authority to take any action under this Trust.


 


ARTICLE X 


REIMBURSEMENT TO THE MANAGING TRUSTEE


 


10.1 Expenses. The Managing Trustee shall be reimbursed
from the Trust Assets for all expenses reasonably incurred by it in the performance of its duties in accordance with this Agreement
including the reasonable compensation and out-of-pocket expenses of attorneys, accountants, appraisers, consultants and other persons
retained by the Managing Trustee or the Manager pursuant to the terms of this Agreement.


 






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ARTICLE XI


THE MANAGING TRUSTEE AND SUCCESSOR MANAGING
TRUSTEE


 


11.1 Number and Qualification of Managing Trustees. Subject
to the provisions of Section 11.3 of this Agreement relating to the period pending the appointment of a successor Managing Trustee,
there shall be one Managing Trustee of this Trust, which shall be a citizen and resident of or a corporation or other entity which
is incorporated or formed under the laws of a state of the United States. The number of Managing Trustees may be increased or decreased
from time to time by the Managing Trustee.


 


If any corporate Managing Trustee shall change its name, or
shall reorganize or reincorporate, or shall merge with or into or consolidate with any other corporation or entity, bank or trust
company, such corporate Managing Trustee shall be deemed to be a continuing entity and shall continue to act as a Managing Trustee
hereunder with the same liabilities, duties, powers, titles, discretions and privileges as are herein specified for a Managing
Trustee.


 


11.2 Resignation and Removal. Any Managing Trustee may
resign and be discharged from the Trust hereby created by giving written notice thereof to any remaining Managing Trustee or Trustees
or by giving written notice to the Beneficiaries. Such resignation shall become effective on the day specified in such notice or
upon the appointment of such Managing Trustee’s successor and such successor’s acceptance of such appointment, whichever
is earlier. Any Managing Trustee may be removed only “for cause,” by Beneficiaries having an aggregate Beneficial Interest
of at least a majority of the total Beneficial Interests in the Trust. Removal “for cause” shall mean removal due to
the (a) gross negligence or fraud of the Managing Trustee, (b) willful misconduct or willful breach of this Agreement by the Managing
Trustee or (c) bankruptcy, insolvency or inability of the Managing Trustee to meet its obligations as the same come due. All obligations
of the Managing Trustee hereunder shall cease and terminate on the effective date of its resignation or removal and its sole responsibility
thereafter shall be to hold the Trust Assets for a period of thirty (30) calendar days following the effective date of resignation
or removal, at which time, if a successor Managing Trustee shall have been appointed and have accepted such appointment in a writing
to the Beneficiaries, then upon written notice thereof given by the successor Managing Trustee to the resigning Managing Trustee,
the resigning Managing Trustee shall deliver the Trust Assets to the successor Managing Trustee. If a successor Managing Trustee
shall not have been appointed within a thirty (30) day period from the predecessor Managing Trustee’s resignation or removal,
for any reason whatsoever, the resigning Managing Trustee shall deliver the Trust Assets to a court of competent jurisdiction in
the county in which the Trust Assets are there being held and give written notice of the same to the parties hereto.




The resigning Managing Trustee shall be entitled to payment of any unpaid fees (which shall be pro-rated as of the effective date
of the resignation or removal) and expenses and to reimbursement by the Beneficiaries out of the Trust Assets for any expenses
incurred in connection with the transfer of the Trust Assets pursuant to and in accordance with the provisions of this Section
11.2 of this Agreement.


 






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11.3 Appointment of Successor. Should at any time a Managing
Trustee resign or be removed, unless any remaining Managing Trustees shall decrease the number of Managing Trustees of the Trust
pursuant to Section 11.1 hereof, a vacancy shall be deemed to exist and a successor shall be appointed by any remaining Managing
Trustees. If there are no remaining Managing Trustees, the Beneficiaries may, pursuant to Article XIII hereof, call a meeting to
appoint a successor Managing Trustee by vote of the Beneficiaries holding Trust Shares representing an aggregate of at least a
majority of the total Beneficial Interests in the Trust. If such a vacancy is not filled by any remaining Managing Trustees within
ninety (90) days, the remaining Managing Trustees must notify the Beneficiaries of their inability to fill such vacancy, and the
Beneficiaries may, pursuant to Article XIII hereof, call a meeting to appoint a successor Managing Trustee by Beneficiaries holding
Trust Shares representing an aggregate of at least a majority of the total Beneficial Interests in the Trust. Pending the appointment
of a successor Managing Trustee, the remaining Managing Trustee or Trustees then serving may take any action in the manner set
forth in this Agreement.


 


11.4 Acceptance of Appointment by Successor Managing Trustee.
Any successor Managing Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder. Thereupon
such successor Managing Trustee shall, without any further act, become vested with all the estates, properties, rights, powers,
trusts and duties of his or its predecessor in the Trust hereunder with like effect as if originally named therein.


 


11.5 Bonds. No bond shall be required of the original
Managing Trustee hereunder, and no bond shall be required of any successor Managing 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.


 


ARTICLE XII


CONCERNING THE BENEFICIARIES


 


12.1 Evidence of Action by Beneficiaries. Whenever in
this Agreement it is provided that the 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 other
action), the fact that at the time of taking any such action such Beneficiaries have joined therein may be evidenced (i) by any
instrument or any number of instruments of similar tenor executed by Beneficiaries in person or by agent or attorney appointed
in writing, or (ii) by the record of the Beneficiaries voting in favor thereof at any meeting of Beneficiaries duly called and
held in accordance with the provisions of Article XIII of this Agreement. Such meeting or writing may take any form permitted under
Delaware law.


 


12.2 Limitation on Suits by Beneficiaries. No Beneficiary
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 Trustees upon or under or with respect to any Trust Assets or the agreements relating to or forming part
of any Trust Assets, and the Beneficiaries do hereby waive any such right.


 


12.3 Requirement of Undertaking. The Managing Trustee
may request any court to require, and any court may in its discretion require, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Managing Trustee for any action taken or omitted by it as Managing Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this
Section shall not apply to any suit by the Managing Trustee.


 






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ARTICLE XIII 


MEETING OF BENEFICIARIES


 


13.1 Purpose of Meetings. 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 a Beneficiary having a specified aggregate Beneficial Interest to take either acting alone
or with the Managing Trustee.


 


13.2 Meeting Called by the Managing Trustee. The Managing
Trustee may at any time call a meeting of the Beneficiaries of the Trust to be held at such time and at such place as the Managing
Trustee shall determine. Written notice of every meeting of the Beneficiaries shall be given by the Managing Trustee (except as
provided in Section 13.3 of this Agreement), which written notice will set forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, and shall be mailed not more than sixty (60) nor less than fifteen (15)
days before such meeting is to be held to all of the Beneficiaries of record not more than fifty (50) days nor less than ten (10)
days before the date of such meeting. The notice shall be directed to the Beneficiaries at their respective addresses as they appear
in the records of the Trust.


 


13.3 Meeting Called on Request of Beneficiaries. Within
ten (10) days after written request to the Managing Trustee by Beneficiaries holding Trust Shares representing at least a majority
of the aggregate Beneficial Interests to call a meeting of all of the Beneficiaries, which written request shall specify in reasonable
detail the action proposed to be taken, the Managing Trustee shall proceed under the provisions of Section 13.2 of this Agreement
to call a meeting of the Beneficiaries.


 


13.4 Persons Entitled to Vote at Meeting of Beneficiaries.
Each Beneficiary shall be entitled to vote at a meeting of the Beneficiaries of the Trust either in person or by his proxy duly
authorized in writing. The vote of each Beneficiary shall be weighted based on the number of Trust Shares held by each Beneficiary
determined pursuant to the List described in Section 3.1, as such List is amended hereby. The signature of the Beneficiary on such
written authorization need not be witnessed or notarized.


 


13.5 Quorum. At any meeting of Beneficiaries, the presence
in person or by proxy of Beneficiaries holding Trust Shares representing at least a majority of the aggregate Beneficial Interests
shall constitute a quorum; but if less than a quorum be present, Beneficiaries having a majority of the Beneficial Interests so
present and so represented may adjourn such meeting with the same effect and for all intents and purposes as though a quorum had
been present.


 


13.6 Adjournment of Meeting. Subject to Section 13.5
hereof, any meeting of Beneficiaries of the Trust may be adjourned from time to time and a meeting may be held at such adjourned
time and place without further notice.


 


13.7 Conduct of Meeting. At each meeting of the Beneficiaries,
the Beneficiaries present or represented by proxy may adopt such rules for the conduct of such meeting as they shall deem appropriate,
provided that such rules shall not be inconsistent with the provisions of this Agreement.


 






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ARTICLE XIV 


AMENDMENTS


 


14.1 Consent of Beneficiaries. At the direction or with
the consent of Beneficiaries holding Trust Shares representing at least a majority of the aggregate Beneficial Interests, or such
greater percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected
provision of this Agreement, the Managing Trustee shall promptly make and execute a declaration amending this Agreement for the
purpose of adding any material provisions to or changing in any material manner or eliminating any of the material provisions of
this Agreement or amendments thereto as they apply to the Trust; provided, however, that no such amendment shall permit the Managing
Trustee to engage in any activity prohibited by Section 6.1 hereof or affect the Beneficiaries’ rights to receive their pro
rata shares of the Trust Assets at the time of distribution; provided further, however, that no consent of the Beneficiaries shall
be required with respect to any amendment made solely for the purpose of facilitating the transferability by Beneficiaries of Trust
Shares or to comply with applicable laws, including tax laws, so long as such amendment has been approved by the Managing Trustee.


 


14.2 Effect of Amendment. Upon the execution of any such
declaration of amendment by the Managing Trustee, this Agreement shall be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties, and immunities of the Managing Trustee and the Beneficiaries
under this Agreement with respect to the Trust shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modification and amendments, and all the terms and conditions of any such amendment shall be thereby deemed to
be part of the terms and conditions of this Agreement for any and all purposes.


 


14.3 Managing Trustee’s Declining to Execute Documents.
If, in the reasonable opinion of the Managing Trustee, any document required to be executed pursuant to the terms of Section 14.2
hereof adversely affects any right, obligation, immunity or indemnity in favor of the Managing Trustee under this Agreement, the
Managing Trustee may in its discretion decline to execute such document.


 


ARTICLE XV 


MISCELLANEOUS PROVISIONS


 


15.1 Filing Documents. This Agreement shall be filed
or recorded in such office or offices as the Managing Trustee may determine to be necessary or desirable. A copy of this Agreement
and all amendments thereof shall be maintained in the office of the Managing Trustee. The Managing Trustee shall file or record
any amendment of this Agreement and any instrument which relates to any change in the office of the Managing Trustee.


 


15.2 Intention of Parties to Establish Trust. This Agreement
is not intended to create and shall not be interpreted as creating a corporation, association, partnership, or joint venture of
any kind for purposes of federal income taxation or for any other purpose.


 


15.3 Beneficiaries Have No Rights or Privileges as Holders
of Shares. Except as expressly provided in this Agreement or under applicable law, the Beneficiaries shall have no rights or
privileges attributable to their former status as holders of Shares.


 


15.4 Laws as to Construction. The Trustees, and the Beneficiaries
(by their acceptance of any distributions made to them pursuant to this Agreement), consent and agree that this Agreement shall
be governed by, and construed in accordance with, the internal laws of the State of Delaware, without reference to the choice of
law principles thereof.


 






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15.5 Severability. In the event any provision of this
Agreement or the application thereof to any Person or circumstances shall be finally determined by a court of proper jurisdiction
to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons
or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision
of this Agreement shall be valid and enforced to the fullest extent permitted by law.


 


15.6 Notices. Any notice or other communication shall
be in writing and shall be deemed to have been sufficiently given, for all purposes, when delivered personally or 48 hours after
being sent by a nationally-recognized courier or deposited in the U.S. mail, as certified or registered mail, with postage prepaid.


 


If to the Managing Trustee:


 





ICON Capital, LLC


3 Park Avenue, 36th Floor


New York, NY 10016

Attn: Securities Counsel


 


If to the Resident Trustee:


 





NRAI Services, LLC


160 Greentree Drive, Suite 101


Dover, DE 19904

Attn: Tina Bonovich


 


If to the Beneficiary:


 





The address of such Beneficiary as shown in the records of the
Trust.


 


15.7 Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the
same instrument.


 


[The remainder of this page is left intentionally
blank.]


 




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IN WITNESS WHEREOF, the Manager of the Grantor has caused this
Agreement to be executed by an authorized officer, and the Trustees hereunder have executed this Agreement, as Trustees and not
as individuals, as of the date first set forth herein.


 


GRANTOR:


 





ICON LEASING FUND ELEVEN, LLC 


By: ICON Capital, LLC, its Manager


 


	By:  	/s/ Michael A. Reisner	 
	 	Michael A. Reisner	 
	Its:  	Co-Chief Executive Officer and Co-President	 


 


MANAGING TRUSTEE: 


 


ICON CAPITAL, LLC


 





	By:	/s/ Michael A. Reisner	 
	 	Michael A. Reisner	 
	Its:	Co-Chief Executive Officer and Co-President	 


 


RESIDENT TRUSTEE: 


 


NRAI SERVICES, LLC 


 


	By:	/s/ Tina Bonovich       	 
	 	Tina Bonovich	 
	Its:	Vice-President	 


  




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EXHIBIT A


 


BILL OF SALE, ASSIGNMENT, ACCEPTANCE


AND ASSUMPTION AGREEMENT


 






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