Liquidating Trust Agreement - 范本

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LIQUIDATING TRUST AGREEMENT

Dated as of December 31, 2004

by and among

AFG Investment Trust D, a trust formed under the laws of the State of Delaware ("Investment Trust D") as Grantor

by

AFG ASIT Corporation, not in its individual capacity but solely as the Managing Trustee of Grantor

and

Wilmington Trust Company, not in its individual capacity but solely as the Liquidating Trustee

 

 

全文目录如下:

详细内容见附件

 

TABLE OF CONTENTS

 

ARTICLE I  NAME AND DEFINITIONS

1.1 Name

1.2 Certain Terms Defined

ARTICLE II  NATURE OF TRANSFER

2.1 Purpose of Liquidating Trust

2.2 Prohibited Activities

2.3 No Reversion to Investment Trust D

2.4 Payment of Liabilities

2.5 Bill of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of Further Assurance

2.6 Incidents of Ownership

2.7 Notice to Unlocated Holders of Investment Trust D Units

ARTICLE III  BENEFICIARIES

3.1 Beneficial Interests.

3.2 Rights of Beneficiaries

3.3 No Transfer of Interests of Beneficiaries

3.4 Trustee as Beneficiary

ARTICLE IV  DURATION AND TERMINATION OF LIQUIDATING TRUST

4.1 Duration

4.2 Other Obligations of the Liquidating Trustee upon Termination

ARTICLE V  ADMINISTRATION OF LIQUIDATING TRUST ASSETS

5.1 Sale of Liquidating Trust Assets

5.2 Transactions with Related Persons

5.3 Payment of Claims, Expenses and Liabilities

5.4 Interim Distributions

5.5 Final Distribution

5.6 Reports to Beneficiaries and Others

5.7 Federal Income Tax Information

5.8 Employment of Manager

ARTICLE VI  POWERS OF AND LIMITATIONS ON THE LIQUIDATING TRUSTEE

6.1 Limitations on Liquidating Trustee

6.2 Specific Powers of the Liquidating Trustee

ARTICLE VII  CONCERNING THE LIQUIDATING TRUSTEE, BENEFICIARIES, EMPLOYEES  AND AGENTS

7.1 Generally

7.2 Reliance by Liquidating Trustee

7.3 Limitation on Liability to Third Persons

7.4 Recitals

7.5 Indemnification

7.6 Rights of Liquidating Trustee, Employees, Independent Contractors and Agents to Own Liquidating Trust Units or Other Property and to Engage in Other Business

7.7 Contribution Back

ARTICLE VIII  PROTECTION OF PERSONS DEALING WITH THE LIQUIDATING TRUSTEE

8.1 Action by Liquidating Trustee

8.2 Reliance on Statements by the Liquidating Trustee

ARTICLE IX  COMPENSATION OF LIQUIDATING TRUSTEE

9.1 Amount of Compensation

9.2 Dates of Payment

9.3 Expenses

ARTICLE X  THE LIQUIDATING TRUSTEE AND SUCCESSOR LIQUIDATING TRUSTEE

10.1 Number and Qualification of Liquidating Trustees

10.2 Resignation and Remova l

10.3 Appointment of Successor

10.4 Acceptance of Appointment by Successor Liquidating Trustee

10.5 Bonds

ARTICLE XI  CONCERNING THE BENEFICIARIES

11.1 Evidence of Action by Beneficiaries

11.2 Limitation on Suits by Beneficiaries

11.3 Requirement of Undertaking

ARTICLE XII  MEETING OF BENEFICIARIES

12.1 Purpose of Meetings

12.2 Meeting Called by Liquidating Trustee

12.3 Meeting Called on Request of Beneficiaries

12.4 Persons Entitled to Vote at Meeting of Beneficiaries

12.5 Quorum

12.6 Adjournment of Meeting

12.7 Conduct of Meetings

12.8 Record of Meeting

ARTICLE XIII  AMENDMENTS

13.1 Consent of Beneficiaries

13.2 Notice and Effect of Amendment

13.3 Liquidating Trustee's Declining to Execute Documents

ARTICLE XIV  MISCELLANEOUS PROVISIONS

14.1 Filing Documents

14.2 Intention of Parties to Establish Liquidating Trust

14.3 Beneficiaries Have No Rights or Privileges as Holders of Investment Trust D Units

14.4 Laws as to Construction

14.5 Sever ability

14.6 Notices

14.7 Counterparts

 

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发布于 2021-10-29 16:03:57
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