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<br />"= evidence of such good faith and best judgment; nor shall the Liquidating Trustee be <br />liable in any event, except of his own gross negligence or willful misconduct- <br />5.4 No Liability for Acts of Predecessor. No successor Liquidating Trustee shall be <br />in any way responsible for the acts or omissions of any Liquidating Trustee in office prior to the <br />date on which such Person gs~ becomes a Ihg Liquidating Trustee, nor shall he be obligated <br />to inquire into the validity or propriety of any such act or omission unless such successor <br />Liquidating Trustee expressly assumes such responsibility. Any successor Liquidating Trustee <br />shall be entitled to accept as conclusive any final accounting and statement of Liquidating Trust <br />Assets furnished to such successor Liquidating Trustee by such predecessor Liquidating Trustee <br />and shall further be responsible only for those Liquidating Trust Assets included in such statement. <br />5.5 No Implied Obligations. The Liquidating Trustee shall not be liable except for <br />the performance of such duties and obligations as are specifically provided m the Plan or in this <br />Trust Agreemem, and no otht:r or further covenants or obligations shall be implied into this Trust <br />Agreement. The Liquidating; Trustee shall not be responsible in any manner whatsoever for the <br />correctness of any recital, statement, representation, or warranty herein, or in any documents or <br />instrument evidencing or ottlerwise constituting a pan of the Liquidating Trust Assets. <br />5.6 Resignation or Removal. The Liquidating Trustee may resign at any time by <br />giving at least thirty (30) clays' written notice to the members of the Oversight Committee <br />nrovided that the Liauidating Trustee shall continue So ser_ve_until the apnointment of th <br />rustee ~ etTectiv~. If the Oversight Committee at any time desires to terminate the <br />appointment of the Liquidating Trustee, the Oversight Committee may do so by written instrument <br />addressed to the Liquidatinig Trustee. In case of the resignation, removal or death of the <br />Liquidating Trustee, a successor shall thereupon be appointed by the Oversight Committee <br />pursuant to and in accordancx with the provisions of the Plan. <br />5.7 Compensation. The Liquidating Trustee shall be compensated foc services in the <br />administra[ion of the Liquidating Trust in an amount and upon any reasonable terms agreed upon <br />between The Liquidating Trustee and the Oversight Committee, without the approval of the Court. <br />The compensation of the Liquidating Trustee shall be equitably allocated by the Liquidating <br />Trustee, in consultation wilt the Oversight Committee, to the Trust Funds. <br />ARTICLE VI. <br />TERMINATION <br />The Liquidating Tnast shall terminate at such time as the Assets have been sold or <br />distributed and claims pursued or abandoned nurcuant to and in accordance with the Plan and <br />this Trust Agreement, but in any event, no later than five (5) years from the date first written <br />above, provided, that if warranted by the facts and circumstances, and subject to the approval by <br />the Court upon a finding that the extension is necessary to the liquidating purpose of the <br />Liquidating Trust, the term may be extended for a finite term based on the particular facts and <br />1~ <br />DN 95706.1 17600 00]07 (COmperisor. o. Documents ON5715y.2 to DN57<51. 11 <br />6/25/97 9:55 am `J <br />