exhibit10-2.htm


     

    Exhibit 10.2
      
        

      

      
        

      

    


     

     

    LIQUIDATING
      TRUST AGREEMENT

     

    Dated
      as of July 12, 2007

     

    by
      and
      between

     

    ICON
      CASH
      FLOW PARTNERS L.P. SEVEN

     

    individually
      as Grantor

     

    and

     

    ICON
      CAPITAL CORP.

     

    as
      Managing Trustee

     

    and

     

    NRAI
      SERVICES, LLC

     

     as
      Resident Trustee 

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    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
                  Partnership.................................................................................................................................................................................

              	
                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 Partnership
                  Units........................................................................................................................................................

              	
                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....................................................................................................................................................

              	
                10

              
	
                5.1

              	
                Sale
                  of Trust
                  Assets...................................................................................................................................................................................................

              	
                10

              
	
                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............................................................................................................................................................................

              	
                11

              
	
                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 Units or Other Property and to Engage in Other
                  Business...

              	
                20

              
	
                ARTICLE
                  IX:  PROTECTION OF PERSONS DEALING WITH THE MANAGING
                  TRUSTEE..........................................................................................

              	
                20

              


      

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      
        	
                9.1

              	
                Reliance
                  on Statements by the Managing
                  Trustee........................................................................................................................................................

              	
                20

              
	
                ARTICLE
                  X:  REIMBURSEMENT TO THE MANAGING
                  TRUSTEE................................................................................................................................

              	
                21

              
	
                10.1

              	
                Expenses..................................................................................................................................................................................................................

              	
                21

              
	
                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 Partnership
                  Units..................................................................................................................

              	
                24

              
	
                15.4

              	
                Laws
                  as to
                  Construction.............................................................................................................................................................................................

              	
                25

              
	
                15.5

              	
                Severability...............................................................................................................................................................................................................

              	
                25

              
	
                15.6

              	
                Notices.....................................................................................................................................................................................................................

              	
                25

              
	
                15.7

              	
                Counterparts.............................................................................................................................................................................................................

              	
                25

              
	 	 	 
	
                EXHIBIT
                  A:  Bill of Sale, Assignment, Acceptance and Assumption
                  Agreement.....................................................................................................................

              	
                27

              


      



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    


     

    LIQUIDATING
      TRUST AGREEMENT

     

    This
      LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of July 12, 2007 (the
“Effective Date”), by and between ICON Cash Flow Partners L.P. Seven, a Delaware
      limited partnership, as Grantor (the “Partnership”), ICON Capital Corp., a
      Delaware corporation, 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 Partnership was organized for the objectives and purposes of owning and
      leasing, and otherwise dealing with equipment and other personal property;
      and

     

     

    WHEREAS,
      ICON Capital Corp., a Delaware corporation (the “General Partner”) filed a
      Certificate of Cancellation with Secretary of State of the State of Delaware
      pursuant to the terms of its Third Amended and Restated Agreement of Limited
      Partnership dated as of September 12, 1995, as amended on October 1,
      1997 (the
“Partnership Agreement”); and

     

     

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

     

     

    WHEREAS,
      the General Partner believes it to be in the best interest of the Partnership
      to
      complete the liquidation of the Partnership by transferring all remaining assets
      of the Partnership (the “Retained Assets”) to a liquidating trust (the
“Liquidating Trust” or “Trust”) with ICON Capital Corp. serving as its initial
      Managing Trustee, including cash reserves set aside for the contingent and
      existing obligations of the Partnership and the Liquidating Trust (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 Partnership and the Liquidating Trust, the Managing Trustee
      shall distribute the residue of the proceeds of the liquidation of the assets
      of
      the Partnership in accordance with the terms hereof.

     

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Partnership 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 Partnership in and to the Retained Assets and 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 Cash Reserves and such Trust, subject to the following
      terms
      and provisions:

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


     

    ARTICLE
      I

    NAME
      AND DEFINITIONS

     

    1.1
      Name. This Trust shall be known as the ICON Cash Flow Partners L.P.
      Seven 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
      Partnership Units held by the Initial Beneficiary on the close of
      business on the Record Date in the Partnership over the total number of
      Partnership Units existing on such Record Date in the Partnership and
      thereafter each Beneficiary’s proportional beneficial interest in the Trust
      represented by Trust Units.

     

     

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

     

     

    (e)
      “GRANTOR” shall mean the Partnership.

     

     

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

     

     

    (g)
      “LIQUIDATING TRUST” shall mean the liquidating trust maintained by the Managing
      Trustee holding the Trust Assets of the Partnership, identified as the “ICON
      Cash Flow Partners L.P. Seven 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 General Partner
      or
      any Affiliate of the General Partner.

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

     

    (i)
      “PARTNERSHIP UNITS” shall mean the limited and general partnership units in the
      Partnership held by each of the Beneficiaries as of the Record
      Date.

     

     

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

     

     

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

     

     

    (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.

     

     

    (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 Partnership granted, assigned and conveyed to the
      Managing Trustee by the Partnership, 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 UNITS” 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 Partnership 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 Partnership has previously established
      reserves by the retention of the Cash Reserves as described in the recitals
      hereto. The Trust hereby is organized for the sole purpose of winding up the
      affairs of the Partnership as promptly as reasonably possible and with no
      objective to continue or engage in the conduct of a trade or
      business.

     

     

    (b)
      The
      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.

     

     

    (c)
      It is
      intended that the grant, assignment and conveyance of the Cash Reserves and
      the
      Retained Assets by the Partnership to the Managing Trustee pursuant hereto
      shall
      be treated for federal and state income tax purposes as if the Partnership
      made
      such distributions directly to the holders of Partnership Units. 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 Partnership agrees that a transfer agent
      acting on its behalf may prepare and file applicable K-1’s with respect to the
      Beneficiaries’ Partnership 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.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

     

    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 Partnership. In no event shall any part of the
      Trust Assets revert to or be distributed to the Partnership.

    


    2.4
      Payment of Liabilities. The Trust hereby agrees to assume all
      Liabilities of the Partnership 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 Partnership’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 Partnership and the Trust shall execute a Bill of Sale, Assignment,
      Acceptance and Assumption Agreement conveying the Retained Assets, Cash Reserves
      and Liabilities to the Trust, a copy of which is attached as Exhibit A hereto.
      After the dissolution of the Partnership, 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 Partnership Units as of the
      Record Date shall be the Initial Beneficiaries of the Trust as holders of Trust
      Units 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 Partnership Units. If the Trust holds
      Trust Assets for the benefit of unlocated holders of any Partnership Units,
      due
      notice shall be given to such unlocated holders of Partnership Units in
      accordance with Delaware law.

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

     

    ARTICLE
      III

    BENEFICIARIES

     

    3.1
      Beneficial Interests.

     

    (a)
      The
      Beneficial Interest of each Initial Beneficiary hereof shall be determined
      by
      the Partnership in accordance with the Partnership’s list of Partnership Unit
      holders as of the Record Date (the “List”). The Partnership will deliver the
      List to the Managing Trustee promptly after the Record Date specifying the
      Partnership Units of each Partner in the Partnership.  Each
      Partnership Unit owned by a Partner 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 units and it is intended that
      each unit shall represent one Trust Unit in the Trust.

     

     

    (b)
      In
      the case of the Partnership Unit 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 Units, 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 Units, 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
      Units, 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.

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    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) July 12, 2010 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.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

     

    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).

    


    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 Units 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
      Units held by each Beneficiary in the Trust based on the list submitted to
      the
      Managing Trustee by the Partnership 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.

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    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.

    


    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 Unit 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.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

     

    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 Partnership 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.

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

     

    (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
      Partnership, except to the extent that liabilities for which the Partnership
      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 Partnership 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.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

     

    (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.

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    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.

    


    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.

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
 

    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.

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
 

    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.

    


    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.

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

     

    (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.

     

     

    (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.

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

     

    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.

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    
 

    8.6
      Rights of Managing Trustees,
      Employees, Independent Contractors and Agents to Own Trust
Units 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 Units 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.

    


    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


     

    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.

     

    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
      the 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.

     

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    
 

    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 Units
      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 Units 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.

     

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

     

    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 Units
      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 Units 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 Units 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.

     

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

     

    ARTICLE
      XIV

    AMENDMENTS

    


    14.1
      Consent of Beneficiaries. At the direction or with the consent of
      Beneficiaries holding Trust Units 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 Units
      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
Partnership Units. 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 Partnership
      Units.

     

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    
 

    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.

    


    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 sent by fax 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 Corp.

     

    
      	
              100
                Fifth Avenue,  4th
                Floor

              New
                York, NY 10011

               

              Fax:  (212)
                418-4739

              Attn:
                General Counsel

            


    

     

    If
      to the Resident Trustee:

     

    NRAI
      Services, LLC

    


    160
      Greentree Drive, Suite 101

    Dover,
      DE 19904

    


    Fax:
      (302) 674-5266

    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.]

     


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, the General Partner 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
      CASH FLOW PARTNERS L.P. SEVEN

    By:
      ICON
      Capital Corp., its General Partner

     

    
      	
              By:  /s/
                Michael A. Reisner

              Its:  Chief
                Financial Officer

            


    

    


     

    MANAGING
      TRUSTEE:

     

    ICON
      CAPITAL CORP.

     

    
      	
              By:  /s/
                Michael A. Reisner

              Its:
                Chief Financial Officer

            


    

    


     

    RESIDENT
      TRUSTEE:

     

    NRAI
      SERVICES, LLC

    


    By:
      /s/ Tina Bonovich

    Its: Vice-President

    



    
      
         

      

      
        26

        
          

        

      

      
         

      

    


     

    


     

    EXHIBIT
      A

    


    BILL
      OF
      SALE, ASSIGNMENT, ACCEPTANCE

    AND
      ASSUMPTION AGREEMENT

    


    


    



    
      
         

      

      
        27