ex10-2.htm


     

     Exhibit
10.2

      
        

      

      
        

      

    

    
       

      
 

      
         

         

        


         

         

        LIQUIDATING
TRUST AGREEMENT

         

         

        Dated
as of March 16, 2009

         

         

        by and
between

         

         

        ICON CASH
INCOME FUND EIGHT A L.P.

         

         

        individually as Grantor

         

         

        and

         

         

        ICON
CAPITAL CORP.

         

         

        as
Managing Trustee

         

        and

         

        NRAI
SERVICES, LLC

         

         as
Resident Trustee

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        TABLE
OF CONTENTS

        


        

          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                        LIQUIDATING
      TRUST AGREEMENT

                                                                                                                      	
                                                                                                                        4

                                                                                                                      
	
                                                                                                                        RECITALS

                                                                                                                      	
                                                                                                                        4

                                                                                                                      
	
                                                                                                                        ARTICLE
      I:  NAME AND DEFINITIONS

                                                                                                                      	
                                                                                                                        5

                                                                                                                      
	
                                                                                                                        1.1

                                                                                                                      	
                                                                                                                        Name

                                                                                                                      	
                                                                                                                        5

                                                                                                                      
	
                                                                                                                        1.2

                                                                                                                      	
                                                                                                                        Certain
      Terms Defined

                                                                                                                      	
                                                                                                                        5

                                                                                                                      
	
                                                                                                                        ARTICLE
      II:  NATURE OF TRANSFER

                                                                                                                      	
                                                                                                                        6

                                                                                                                      
	
                                                                                                                        2.1

                                                                                                                      	
                                                                                                                        Purpose
      of Trust

                                                                                                                      	
                                                                                                                        6

                                                                                                                      
	
                                                                                                                        2.2

                                                                                                                      	
                                                                                                                        Prohibited
      Activities

                                                                                                                      	
                                                                                                                        7

                                                                                                                      
	
                                                                                                                        2.3

                                                                                                                      	
                                                                                                                        No
      Reversion to the 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

                                                                                                                      
	
                                                                                                                        9.1

                                                                                                                      	
                                                                                                                        Reliance
      on Statements by the Managing Trustee

                                                                                                                      	
                                                                                                                        20

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

             

          

          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                          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 March 16, 2009 (the
“Effective Date”), by and between ICON Income Fund Eight A L.P., 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 Amended and Restated Agreement of Limited
Partnership dated as of February 9, 2000 (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:

         

        ARTICLE
I

         

        NAME
AND DEFINITIONS

         

        1.1 Name. This Trust shall be
known as the ICON Income Fund Eight A L.P. 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.

         

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

         

        (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
Income Fund Eight A L.P. 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.

         

        (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.

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

           

        

        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.

         

        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.

         

        
           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

          
 

        

        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.

         

         

        
          
            
            

          

          
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        ARTICLE
III

         

         

        BENEFICIARIES

         

        3.1 Beneficial
Interests.

         

        (a) The
Beneficial Interest of each Initial Beneficiary hereof shall be determined by
the 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.

         

         

        
          
            
            

          

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

         

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

         

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

         

        ARTICLE
IV

         

        DURATION
AND TERMINATION OF TRUST

         

        4.1 Duration. The existence of
this Trust shall terminate upon the earliest of (i) a termination required by
the applicable laws of the State of Delaware, (ii) the termination due to the
distribution of all Trust Assets as provided in Section 5.5, or (iii) March 16,
2012; 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.

         

         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

          
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        ARTICLE
VI

         

        POWERS
OF AND LIMITATIONS ON THE MANAGING TRUSTEE

         

        6.1 Limitations on the Managing Trustee. Except as
contemplated by this Agreement, the Managing Trustee shall not at any time, on
behalf of the Trust or the Beneficiaries, enter into or engage in any trade or
business, and no part of any Trust Assets shall be used or disposed of by the
Managing Trustee in furtherance of any trade or business. Except as the Managing
Trustee reasonably believes is consistent with and in furtherance of its
obligations under this Agreement, the Managing Trustee shall be restricted to
the holding, collection and sale of the Trust Assets and the payment and
distribution thereof for the purposes set forth in this Agreement and to the
conservation and protection of the Trust Assets and the administration thereof
in accordance with the provisions of this Agreement. In no event shall the
Managing Trustee receive any property, make any distribution, satisfy or
discharge any claims, expenses, charges, liabilities and obligations or
otherwise take any action which is inconsistent with a complete liquidation of
the 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.

         

        (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.

         

         

        
          
            
            

          

          
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        (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.

         

        (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.

         

         

        
          
            
            

          

          
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        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.

        


        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.

         

         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

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

        


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

        


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

        


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

        


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

        


        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.

         

         

        
          
            
            

          

          
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        ARTICLE
VIII

         

        CONCERNING
THE MANAGING TRUSTEE, BENEFICIARIES, EMPLOYEES AND AGENTS

         

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

         

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

         

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

         

        (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.

         

         

        
          
            
            

          

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

         

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

         

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

         

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

         

        (d) As
far as practicable and except as expressly permitted above, the Managing Trustee
shall cause any written instrument creating an obligation of the Trust to
include a reference to this Agreement and to provide that neither the
Beneficiaries, the Managing Trustee nor their agents shall be liable thereunder
and that the other parties to such instrument shall look solely to the Trust
Assets for the payment of any claim thereunder or the performance thereof;
provided, however, that the omission of such provision from any such instrument
shall not render the Beneficiaries, the Managing Trustee, or their agents
liable, nor shall the Managing Trustee be liable to anyone for such
omission.

         

         

        
          
            
            

          

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

        


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

        


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

         

         

        
          
            
            

          

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

        


         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

          
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        11.3 Appointment of Successor.
Should at any time a Managing Trustee resign or be removed, unless any remaining
Managing Trustees shall decrease the number of Managing Trustees of the Trust
pursuant to Section 11.1 hereof, a vacancy shall be deemed to exist and a
successor shall be appointed by any remaining Managing Trustees. If there are no
remaining Managing Trustees, the Beneficiaries may, pursuant to Article XIII
hereof, call a meeting to appoint a successor Managing Trustee by vote of the
Beneficiaries holding Trust 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.

         

         

        
          
            
            

          

          
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        ARTICLE
XIII

         

         

        MEETING
OF BENEFICIARIES

         

        13.1 Purpose of Meetings. A
meeting of the Beneficiaries may be called at any time and from time to time
pursuant to the provisions of this Article for the purposes of taking any action
which the terms of this Agreement permit a Beneficiary having a specified
aggregate Beneficial Interest to take either acting alone or with the Managing
Trustee.

        


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

        


        13.3 Meeting Called on Request of
Beneficiaries. Within ten (10) days after written request to the Managing
Trustee by Beneficiaries holding Trust 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.

         

         

        
          
            
            

          

          
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        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.

         

         

        
          
            
            

          

          
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        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.

         

         

        
          
             


          

          
            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
INCOME FUND EIGHT A L.P.

         

         

        By: ICON
Capital Corp., its General Partner

         

        
          	
                  By:  __________________________

                          Michael
      A. Reisner

                  Its:  Co-President
      and

                        Co-Chief
      Executive Officer

                


        

        


         

        MANAGING
TRUSTEE:

         

         

        


         

         

        ICON
CAPITAL CORP.

         

        
          
            	
                    By:  __________________________

                           Michael
      A. Reisner

                    Its:  Co-President
      and

                          Co-Chief
      Executive Officer

                  


          

        

        


         

        RESIDENT
TRUSTEE:

         

         

        


         

        NRAI
SERVICES, LLC

        


        By:
___________________________

               Tina Bonovich

        Its: Vice-President

        


         

        


         


        
          
             


          

          
            26

            
              

            

          

          
             


          

        


         

        


         

        EXHIBIT
A

        


        BILL OF
SALE, ASSIGNMENT, ACCEPTANCE

        AND
ASSUMPTION AGREEMENT

         

         

         

         

         

         




     

    
      	
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