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r'' <br />ARTICLE II. <br />CREATION OF LIQUIDATING TRUST <br />2.1 Declaration of Trust. For good and valuable consideration, the n:ce:ipt whereof <br />is hereby acknowledged by the undersigned, and pursuant to the terms of the Plan, the Debtors <br />execute this Trust Agreement and, subject to the provisions of Section 2.2 below, irrevocably <br />transfer, absolutely assign, convey, set over, and deliver to the Liquidating Trustee, and his <br />successors and assigns, all right, title and interest of the Debtors in and to the Asserts in trust to <br />and for the benefit of the Beneficiaries for the uses and purposes stated herein and in the Plan, <br />except as may otherwise be specifically provided by the Plan. <br />2.2 Transfer of Assets. Transfer of the Debtors' Assets to the Liquidating Trust <br />Rlrtsuant to and in accordance with the Plan. shall be deemed a transfer to and for the benefit <br />of the Beneficiaries followed by a deemed transfer by the Beneficiaries to the Liquidating Trustee <br />Trust to hold in trust for the benefit of the Beneficiaries, except as otherwise provided in the Plan <br />or this Trust Agreement. The Beneficiaries shall be treated as the grantors and deemed owners <br />of the Liquidating Tntst. Except as otherwise provided by the Plan or this Trust Agreement, upon <br />the Effective Date of the Plan, title to the Asseu shall pass to the Liquidating Trust free and clear <br />of all liens Claims and interests tl:r_ , in accordance with Section 1141 of the Bankruptcy <br />Code, except for liens i,irnc on the Assets held by Holders of Allowed Secured Claims •ncludine <br />Cla;mc which ber_ome Allowed Claim_c after the Effective Date). The Liquidating Trustee shall <br />cause a valuation to be made of the Assets and that valuation shall be used by the Liquidating <br />Trustee and the Beneficiaries for all federal income tax purposes but shall not be binding on the <br />Liauidatine Trustee in regards to the liquidation of the Assets. The Liquidating Trust shall <br />not be permitted to receive or retain cash or cash equivalents th excess of a reasonable amount to <br />meet Distributions and establish the reserves as provided herein and the Plan or to maintain the <br />value of the Assets during liquidation. <br />2.3 Purpose of Liquidating Trust. The Liquidating Trust is creau:d to serve as a <br />vehicle for the mainterrarrce and preservation of the Assets for the primary purpo:te of liquidating <br />the Assets, with no objective to continue or engage in the conduct of a trade or business, except <br />to the extent reasonably necessary to, and consistent with, the liquidating purpose of the <br />Liquidating Trust. In selling the Assets, or otherwise monetizing them, the Liquidating Trustee <br />shall use his best efforts, within a reasonable time frame, to max;m;~e the amount of iignidatioa <br />proceeds Liquidation Proceeds derived therefrom. <br />2.4 Oversight Committee. As provided in ltcticie-i3~Eof the Ptan, an Oversight <br />Committee shall be established and shall have the authority and responsibility todtree~controt <br />supervise and review the activities and performance of the Liquidating Trustee, and shall have <br />the authority to remove and replace the Liquidating Trustee pursuant to this Trust Agreement and <br />the Plan. It The Oversight Committee shall have such further authority as tray be specifically <br />granted or necessarily implied by the Plan. man <br />ongeing-~asir, the ~g Liquidating Trustee shall seek to accomplish the sale or monetization of <br />the Asses within a reasonable period of time to avoid undue delay in Distribution to the <br />Beneficiaries. The Liauidatine Trustee shall consult with the Oversight Committee on an <br />DN 957]6.1 17680 00707 ~Compariaon o` Documents DN5J4:.r.2 to DN5J951.11 <br />6/25/97 9:55 am L <br />