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<br />ARTICLE II. <br />CREATION OF LIQUIDATING TRUST <br />2.1 Declaration of Trust. For good and valuable consideration, the rea:ipt whereof <br />is hereby acknowledged by the undersigned, and pursuant to the [erms 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 [rust 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 />pursuant 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 T-rvstee <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 Trust. Except as otherwise provided by the Plan or this Ttvst Agreement, upon <br />the Effective Date of the Plan, title to the Assets shall pass to the Liquidating Trust free and clear <br />of all tiers Claims and interests In r , in accordance with Section 1141 of the Bankruptcy <br />Code, except for Betts .i ns on the Asses held by Holdets of Allowed Secured Claims in in <br />Claims which become Allowed Claims after the Effective Datel. 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 />Liquidating Trustee in regards to the liquidation of the Assets. The Liquidating Ttust shall <br />no[ be permitted to receive or retain cash or cash equivalents in 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 created to serve as a <br />vehicle for the maintenance and preservation of the Assets for the primary purpose of liquidating <br />the Assets, with no objective to continue or engage in the conduct of a wade 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 effor[s, within a reasonable time frame, to maximize the amount of tigvidation <br />proceeds Liquidation Proceeds derived therefrom. <br />2.4 Oversight Committee. As provided in ~r~ick-~ttl-of the Plan, an Oversight <br />Committee shall be established and shall have the authority and responsibility to direct-Control <br />gupervise and review the activities and performance of the Liquidating Trustee, :tnd shall have <br />the authority to remove and replace the Liquidating Trustee pursuant to this Trust Agreement and <br />the Plan. tt The Oversight Committee shall have such further authority as may be specifically <br />granted or necessarily implied by the Plan. <br />ortgoing-basis-. ttte The Liquidating Trustee shall seek to accomplish the sale or monetization of <br />the Assets within a reasonable period of [ime to avoid undue delay in Distribution to the <br />Beneficiaries. The Liquidating Trustee shall consult with the Oversight Committee on an <br />~o . <br />DII 9S~JG.1 1~cB0 OOJO"l lCumparisor. c: pocomenis pNSJ9.`„l .2 co DNSJ451.11 <br />625/?~ 9:55 am L <br />