Common use of Beneficial Interests Clause in Contracts

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. The beneficial interests in PREIT, in addition to Preferred Shares issued pursuant to the following paragraph of this Paragraph 8 and Excess Shares issued pursuant to Paragraph 9.C that may be outstanding, shall be divided into a maximum of One-Hundred Million (100,000,000) shares outstanding at any time, each having a par value of $1.00 per share (herein referred to as “Shares”). The Trustees may sell or exchange such Shares for such sums or other consideration and on such terms as they may deem expedient, provided that in no event shall Shares be sold for a consideration less than par, and the Shares shall be issued only upon the payment of an amount at least equal to such par value; provided that, in the case of Shares sold for non-cash consideration, the value received shall be deemed to be an amount at least equal to the par value thereof if the sale was authorized by the Trustees and, in the case of Shares issued upon conversion or upon exercise of rights to acquire Shares, such Shares shall be deemed to have been issued for an amount at least equal to the par value thereof if, at the time such convertible security was issued or at the time such exercise right was granted, such issuance or grant was authorized by the Trustees. The said Shares when so issued shall be fully paid and non-assessable. PREIT shall issue or cause to be issued to subscribers for or purchasers of such Shares, certificates in such form as the Trustees deem proper evidencing the beneficial interest of such Share owners. The Shares shall be personal property and, except as otherwise provided herein and subject to the rights of holders of Preferred Shares, shall entitle the owners thereof to participate in all dividends and other distributions of income or principal in the proportion which the number of Shares of each owner bears to the total number of Shares issued and outstanding. Shareholders’ rights shall be limited to those specifically set forth in this Trust Agreement. The Trustees shall have the power from time to time by a designating amendment to this Agreement (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership to issue, classify or reclassify shares (separately referred to herein as “Preferred Shares”), in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. For ease of administrationone or more series or classes, 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 to determine and alter the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust par value of each series or class of Preferred Shares and to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions thereof (including, without limitation, voting, distribution, liquidation, conversion and/or redemption rights, and limitations and/or exclusions thereof) granted to or imposed upon any wholly unissued series or class of Preferred Shares and the number of Preferred Shares constituting any such Beneficiary. series or class, and (c) If to increase or decrease (but not below the number of Preferred Shares of such series or class then outstanding) the number of Preferred Shares of any conflicting claims series or demands are made class subsequent to the issue of Preferred Shares of that series or asserted class. No more than twenty-five million (25,000,000) Preferred Shares may be outstanding at any time. The rights of a holder of Preferred Shares shall be limited to those specifically set forth in the designating amendment effected by the Trustees with respect to the ownership relevant series or class of any Trust Units, Preferred Shares. A holder of Preferred Shares shall be deemed a Shareholder under this Agreement only to the extent that the designating Amendment to this Agreement designating the relevant series or if there should class of Preferred Shares held by such holder so provides. Preferred Shares shall be any disagreement between included within the transferees, assignees, heirs, representatives term “Shares” for purposes of the provisions of this Agreement only to the extent that the designating amendment to this Agreement designating the relevant series or legatees succeeding class so provides. The shares shall be subject to all or part of the interest rights, preferences, privileges, qualifications, limitations and restrictions of any Beneficiary resulting the Preferred Shares as set forth in adverse claims or demands being made in connection with such Trust Units, then, in any of such events, the Trustee shall be entitled, at its sole election, designating Amendment to refuse to comply with any such conflicting claims or demands. In so refusing, this Agreement effected by the Trustee may elect to make no payment or distribution Trustees with respect to such Trust Unitsthe applicable series or class of Preferred Shares. Any Trustee hereunder may acquire, or hold and dispose of Shares to make such payment to a court of competent jurisdiction or an escrow agent, the same extent and in so doing the same manner as if such person were not a Trustee shall not be and without affecting in any way such person’s status 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, powers as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demandssuch.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "“List"”). The Partnership will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Beneficial Interests Partnership Units of each Initial Beneficiary 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, customary institutional 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.

Beneficial Interests. (a) The Managing Trustee shall maintain each Beneficiary’s Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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 TrustSection 1.2(d) hereof. (b) In the case of the Partnership Unit Share holders, customary institutional 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 UnitsShares, 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 UnitsShares, 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 UnitsShares, 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. (d) If a Trust Share is transferred in accordance with this Agreement, the Beneficial Interests of the transferor with respect to such Trust Share shall carry over to the transferee in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(l). (e) Upon the occurrence of the events specified in Treas. Reg. Section 1.704-1(b)(2)(iv)(f), the Beneficiaries’ Beneficial Interests shall be adjusted and thereafter maintained to reflect the revaluation of Trust assets on the books of the Trust in accordance with such Treasury Regulation and Treas. Reg. Sections 1.704-1(b)(2)(iv)(f) through (h); provided, however, that, other than upon liquidation of the Trust within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g), such an adjustment shall be made only if the Managing Trustee determines in its sole discretion that such an adjustment is necessary to reflect the relative economic interests of the Beneficiaries in the Trust.

Beneficial Interests. (a) The Pursuant to the Plan, immediately prior to the effective time of the Company Merger, the Company will distribute to each record owner of outstanding Shares one unit of Beneficial Interest (a “Unit”) in the Trust for each Share then held of record by such Stockholder. Following this distribution, each Initial Beneficiary hereof shall be determined have a pro rata undivided beneficial interest in the Holdco Units and any other Trust Assets equal to the number of Units held by such Beneficiary divided by the Partnership in accordance with a certified copy total number of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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 TrustUnits held by all Beneficiaries. (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain, or cause to be maintained, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust name and address of each Beneficiary and the aggregate number of Units held by 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 is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.01(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "“List"”). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. The beneficial interests in PREIT, in addition to Preferred Shares issued pursuant to the following paragraph of this Paragraph 8 and Excess Shares issued pursuant to Paragraph 9.C that may be outstanding, shall be divided into a maximum of One-Hundred Million (100,000,000) shares outstanding at any time, each having a par value of $1.00 per share (herein referred to as “Shares”). The Trustees may sell or exchange such Shares for such sums or other consideration and on such terms as they may deem expedient, provided that in no event shall Shares be sold for a consideration less than par, and the Shares shall be issued only upon the payment of an amount at least equal to such par value; provided that, in the case of Shares sold for non-cash consideration, the value received shall be deemed to be an amount at least equal to the par value thereof if the sale was authorized by the Trustees and, in the case of Shares issued upon conversion or upon exercise of rights to acquire Shares, such Shares shall be deemed to have been issued for an amount at least equal to the par value thereof if, at the time such convertible security was issued or at the time such exercise right was granted, such issuance or grant was authorized by the Trustees. The said Shares when so issued shall be fully paid and non- assessable. PREIT shall issue or cause to be issued to subscribers for or purchasers of such Shares, certificates in such form as the Trustees deem proper evidencing the beneficial interest of such Share owners. The Shares shall be personal property and, except as otherwise provided herein and subject to the rights of holders of Preferred Shares, shall entitle the owners thereof to participate in all dividends and other distributions of income or principal in the proportion which the number of Shares of each owner bears to the total number of Shares issued and outstanding. Shareholders’ rights shall be limited to those specifically set forth in this Trust Agreement. The Trustees shall have the power from time to time by a designating amendment to this Agreement (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership to issue, classify or reclassify shares (separately referred to herein as “Preferred Shares”), in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. For ease of administrationone or more series or classes, 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 to determine and alter the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust par value of each series or class of Preferred Shares and to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions thereof (including, without limitation, voting, distribution, liquidation, conversion and/or redemption rights, and limitations and/or exclusions thereof) granted to or imposed upon any wholly unissued series or class of Preferred Shares and the number of Preferred Shares constituting any such Beneficiary. series or class, and (c) If to increase or decrease (but not below the number of Preferred Shares of such series or class then outstanding) the number of Preferred Shares of any conflicting claims series or demands are made class subsequent to the issue of Preferred Shares of that series or asserted class. No more than twenty-five million (25,000,000) Preferred Shares may be outstanding at any time. The rights of a holder of Preferred Shares shall be limited to those specifically set forth in the designating amendment effected by the Trustees with respect to the ownership relevant series or class of any Trust Units, Preferred Shares. A holder of Preferred Shares shall be deemed a Shareholder under this Agreement only to the extent that the designating Amendment to this Agreement designating the relevant series or if there should class of Preferred Shares held by such holder so provides. Preferred Shares shall be any disagreement between included within the transferees, assignees, heirs, representatives term “Shares” for purposes of the provisions of this Agreement only to the extent that the designating amendment to this Agreement designating the relevant series or legatees succeeding class so provides. The shares shall be subject to all or part of the interest rights, preferences, privileges, qualifications, limitations and restrictions of any Beneficiary resulting the Preferred Shares as set forth in adverse claims or demands being made in connection with such Trust Units, then, in any of such events, the Trustee shall be entitled, at its sole election, designating Amendment to refuse to comply with any such conflicting claims or demands. In so refusing, this Agreement effected by the Trustee may elect to make no payment or distribution Trustees with respect to such Trust Unitsthe applicable series or class of Preferred Shares. Any Trustee hereunder may acquire, or hold and dispose of Shares to make such payment to a court of competent jurisdiction or an escrow agent, the same extent and in so doing the same manner as if such person were not a Trustee shall not be and without affecting in any way such person’s status 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, powers as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demandssuch.

Beneficial Interests. (a) The Beneficial Interest beneficial interests of each Initial Beneficiary hereof the Beneficiaries shall be determined recorded by the Partnership in accordance with a certified copy Trustees or their agent on the books of the Partnership’s list of Partnership Unit holders as Trust. The beneficial interests of the Record Date (Beneficiaries will be evidenced only by the "List")Trust's records and there will be no certificates or other tangible evidence of such interests. The Partnership will deliver the certified copy beneficial interests of the List Beneficiaries will not be transferable expect pursuant to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests laws of each Initial Beneficiary in the Partnershipdescent and distribution or by operation of law. 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, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Unitsbeneficial interests herein, or if there should be any disagreement between among the transferees, assignees, heirs, representatives or legatees succeeding to all or a part of the interest of on any Beneficiary resulting in adverse claims or demands being made in connection with such Trust Unitsinterest, then, in any of such events, the Trustee shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees may elect to make no payment or distribution with in respect to such Trust Units, or to make such payment to a court of competent jurisdiction or an escrow agentthe beneficial interest involved, and in so doing the Trustee Trustees shall not be or become liable to any of such the parties for their failure or refusal to comply with any of such conflicting claims or demands, nor shall the Trustee Trustees be liable for interest on any funds which it they may so withhold. The Trustee Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdictionjurisdiction from which there is no appeal pending and the applicable appeal period shall have expired, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Initial Beneficial Interest of each Initial former Shareholder as a Beneficiary hereof shall be determined by the Partnership Trustees in accordance with a certified copy of the Partnership’s Fund's shareholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Fund will deliver the such a certified copy of the List its shareholder list to the Trustee Trustees within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustees shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that each unit ("Units"). Each record owner of shares of Common Stock of Fund at the Record Date shall represent be entitled to receive one Trust Unit in the Trustcancellation of each such share and each record owner of shares of preferred stock of Fund shall be entitled to receive 1.25 Units in cancellation of each such share. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee The certificates representing Shares will be deemed to evidence the Beneficial Interest number of Units in the Trust owned by each Beneficiary, provided, however, that upon exchange or transfer of each such Beneficiarycertificates, the certificates shall be marked with an appropriate legend, or new certificates in a form approved by the Trustees shall be issued and shall evidence the number of Units owned. (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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 Trustee Trustees 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 Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units Units. Each Initial Beneficiary shall receive one Unit for each Share held of record on the Record Date, and it is intended that each unit shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such Initial Beneficiary had as a Shareholder in the aggregate outstanding Shares on the Record Date. (b) In On and after the case Transfer Date, all outstanding Shares shall automatically be deemed cancelled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain or cause to be maintained, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the 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 demandsdemands or to take any other action with respect thereto, nor shall the Trust, Trust Assets, or Trustee be liable for interest on any funds which it may so withholdbe withheld. The Notwithstanding anything to the contrary set forth in this Section 5.1(c), the 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, or (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Company in accordance with a certified copy of the PartnershipCompany’s list of Partnership Unit Share holders as of the Record Date (the "“List"”). The Partnership Company will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Shares of each Member in the Company. Each Share owned by a Member shall be converted into Beneficial Interests of each Initial Beneficiary in the PartnershipTrust. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units shares and it is intended that each unit share shall represent one Trust Unit Share in the Trust. (b) In the case of the Partnership Unit Share holders, customary institutional 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 UnitsShares, 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 UnitsShares, 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 UnitsShares, 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.

Beneficial Interests. Upon the formation of the Trust, Borse Dubai shall be the sole beneficial owner of the Trust, and the Trust shall issue a Certificate in substantially the form attached hereto as Exhibit B evidencing such beneficial ownership interest. The Certificate shall be executed on behalf of the Trust by manual or facsimile signature of the Trustee. The Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall, when duly authenticated, be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of the Certificate or did not hold such offices at the date of authentication and delivery of the Certificate. The Certificate shall not entitle its holder (the “Certificateholder”) to any benefit under this Trust Agreement, or be valid for any purpose, unless there shall appear on the Certificate a certificate of authentication substantially in the form set forth in Exhibit B, executed by the Trustee or the Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Certificate shall have been duly authenticated and delivered hereunder. The Certificate shall be dated the date of its authentication. To the fullest extent permitted by applicable law, the Certificate (or any interest therein) may not be sold, transferred, assigned, participated, pledged or otherwise disposed of except as provided in Sections 4 and 19 hereof; provided, however, if (a) The Beneficial Interest of each Initial Beneficiary hereof the mutilated Certificate shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory surrendered to the Trustee, or if the Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of the Certificate and (b) there shall be delivered to the Trustee such security or indemnity as may be required by it to save it harmless, then the Trustee on behalf of the Trust shall deem appropriateexecute and the Trustee, or the Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Certificate, a new Certificate. In connection with the issuance of any new Certificate hereunder the Trustee may require the payment of a sum sufficient to fully indemnify it cover any expense, tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of the ownership interest in the Trust, as between all conflicting claims if originally issued, whether or demandsnot the lost, stolen or destroyed Certificate shall be found at any time. The Trust elects to treat the beneficial interests of the Trust as “securities” for purposes of Article 8-102(a)(15) of the Uniform Commercial Code in effect in the State of Delaware (the “DUCC”), and each certificate of beneficial interest shall be treated as a “security” for purposes of Article 8-102(a)(15) of the DUCC.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership LLC in accordance with a certified copy of the PartnershipLLC’s list of Partnership Unit Share holders as of the Record Date (the "“List"”). The Partnership LLC will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Shares of each member in the LLC. Each Share owned by a member shall be converted into Beneficial Interests of each Initial Beneficiary in the PartnershipTrust. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units Shares and it is intended that each unit Share shall represent one Trust Unit Share in the Trust. (b) In the case of the Partnership Unit Share holders, customary institutional 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 UnitsShares, 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 UnitsShares, 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 UnitsShares, 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.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Investment Trust D in accordance with a certified copy of the PartnershipInvestment Trust D’s list of Partnership Investment Trust D Unit holders as of the Record Date (the "“List"”). The Partnership Managing Trustee of Investment Trust D will deliver the certified copy of the List to the Liquidating Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. Investment Trust D. 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 Liquidating Trust Unit in the Investment Trust D’s Liquidating Trust. (b) In the case of the Partnership Investment Trust D Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Liquidating Trustee will be deemed to evidence the Beneficial Interest in the Liquidating Trust of each such BeneficiaryInvestment Trust D Unit holder, expressed in Liquidating Trust Units. (c) If any conflicting claims or demands are made or asserted with respect to the ownership of any Liquidating 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 Liquidating Trust Units, then, in any of such events, the Liquidating Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Liquidating Trustee may elect to make no payment or distribution with respect to such Liquidating Trust Units, or to make such payment to a court of competent jurisdiction or an escrow agent, and in so doing the Liquidating 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 Liquidating Trustee be liable for interest on any funds which it may so withhold. The Liquidating 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Liquidating Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Liquidating Trustee a surety bond or other security satisfactory to the Liquidating Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof Stockholder shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company's transfer agent will deliver the such a certified copy of the List Company's stockholder list to the Trustee within a reasonable time after such date. The Trustee shall be entitled to rely and shall be fully protected in relying upon the Record Date specifying certified copy of the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany's stockholder list. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units ("Units"). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each Share then held of record. Each Beneficiary shall have a pro rata interest in the Trust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) On and it is intended that after the Transfer Date, all outstanding Shares shall automatically be deemed cancelled. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary's aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(d), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest beneficial interests in PREIT, in addition to Preferred Shares issued pursuant to the following paragraph of each Initial Beneficiary hereof this Paragraph 8 and Excess Shares issued pursuant to Paragraph 9.C that may be outstanding, shall be determined by the Partnership in accordance with divided into a certified copy maximum of the Partnership’s list One-Hundred Million (100,000,000) shares outstanding at any time, each having a par value of Partnership Unit holders $1.00 per share (herein referred to as of the Record Date (the "ListShares"). The Partnership will deliver Trustees may sell or exchange such Shares for such sums or other consideration and on such terms as they may deem expedient, provided that in no event shall Shares be sold for a consideration less than par, and the certified copy Shares shall be issued only upon the payment of an amount at least equal to such par value; provided that, in the List case of Shares sold for non-cash consideration, the value received shall be deemed to be an amount at least equal to the Trustee within a reasonable par value thereof if the sale was authorized by the Trustees and, in the case of Shares issued upon conversion or upon exercise of rights to acquire Shares, such Shares shall be deemed to have been issued for an amount at least equal to the par value thereof if, at the time after such convertible security was issued or at the Record Date specifying time such exercise right was granted, such issuance or grant was authorized by the Beneficial Interests Trustees. The said Shares when so issued shall be fully paid and non-assessable. PREIT shall issue or cause to be issued to subscribers for or purchasers of such Shares, certificates in such form as the Trustees deem proper evidencing the beneficial interest of such Share owners. The certificates shall be personal property and, except as otherwise provided herein and subject to the rights of holders of Preferred Shares, shall entitle the owners thereof to participate in all dividends and other distributions of income or principal in the proportion which the number of Shares of each Initial Beneficiary owner bears to the total number of Shares issued and outstanding. Shareholders' rights shall be limited to those specifically set forth in the Partnershipcertificate, in this Trust Agreement or in any resolution or resolutions adopted by the Trustees with respect thereto. For ease of administrationThe Trustees shall have the power from time to time by a designating amendment to this Agreement (a) to issue, the List shall express the Beneficial Interest of each Initial Beneficiary classify or reclassify shares (separately referred to herein as "Preferred Shares"), in terms of units and it is intended that each unit shall represent one Trust Unit in the Trust. or more series or classes, (b) In to determine and alter the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust par value of each series or class of Preferred Shares and to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions thereof (including, without limitation, voting, distribution, liquidation, conversion and/or redemption rights, and limitations and/or exclusions thereof) granted to or imposed upon any wholly unissued series or class of Preferred Shares and the number of Preferred Shares constituting any such Beneficiary. series or class, and (c) If to increase or decrease (but not below the number of Preferred Shares of such series or class then outstanding) the number of Preferred Shares of any conflicting claims series or demands are made class subsequent to the issue of Preferred Shares of that series or asserted class. No more than twenty-five million (25,000,000) Preferred Shares may be outstanding at any time. The rights of a holder of Preferred Shares shall be limited to those specifically set forth in the designating amendment effected by the Trustees with respect to the ownership relevant series or class of any Trust Units, or if there should be any disagreement between the transferees, assignees, heirs, representatives or legatees succeeding to all or part Preferred Shares. A holder 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 Trustee Preferred Shares shall be entitled, at its sole election, deemed a Shareholder under this Agreement only to refuse the extent that the designating Amendment to comply with any this Agreement designating the relevant series or class of Preferred Shares held by such conflicting claims or demandsholder so provides. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The Trustee Preferred Shares shall be entitled to refrain and refuse to act until either (i) included within the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.term

Beneficial Interests. (a) The Initial Beneficial Interest of each Initial former Shareholder as a Beneficiary hereof shall be determined by the Partnership Trustees in accordance with a certified copy of the Partnership’s Xxxxxx'x shareholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Xxxxxx will deliver the such a certified copy of the List its shareholder list to the Trustee Trustees within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustees 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("Units"). (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee The certificates representing Shares will be deemed to evidence the Beneficial Interest number of Units in the Trust owned by each Beneficiary, provided, however, that upon exchange or transfer of each such Beneficiarycertificates, the certificates shall be marked with an appropriate legend, or new certificates in a form approved by the Trustees shall be issued and shall evidence the number of Units owned. (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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 Trustee Trustees 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 Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the PartnershipCompany’s stockholder list of Partnership Unit holders as of the Record Date (Date, as delivered by the "List")Company’s transfer agent and attached as Exhibit B hereto. The Partnership Company’s transfer agent will deliver the such a certified copy of the List Company’s stockholder list to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that (“Units”). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder’s pro rata interest in the aggregate outstanding Shares on the Record Date. (b) In On and after the case Transfer Date, all outstanding Shares shall automatically be deemed cancelled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business, or at the office of a transfer agent retained for such purpose, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(c), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership LLC in accordance with a certified copy of the PartnershipLLC’s list of Partnership Unit Share holders as of the Record Date (the "“List"”). The Partnership LLC will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Shares of each member in the LLC. Each Share owned by a member shall be converted into Beneficial Interests of each Initial Beneficiary in the PartnershipTrust. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units shares and it is intended that each unit share shall represent one Trust Unit Share in the Trust. (b) In the case of the Partnership Unit Share holders, customary institutional 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 UnitsShares, 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 UnitsShares, 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 UnitsShares, 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.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Company in accordance with a certified copy of the PartnershipCompany’s list of Partnership Unit holders of Membership Interests as of the Record Date (the "“List"”). The Partnership Company will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany. 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 holdersholders of Membership Interests, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof Shareholder shall be determined by the Partnership in accordance with a certified copy of the PartnershipCompany’s shareholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company will deliver the such a certified copy of the List Company’s shareholder list to the Trustee within a reasonable time after such date. The Trustee shall be entitled to rely and shall be fully protected in relying upon the Record Date specifying certified copy of the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany’s shareholder list. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units (“Units”). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each Share then held of record. Each Beneficiary shall have a pro rata interest in the Trust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) On and it is intended that after the Transfer Date, all outstanding Shares shall be deemed cancelled automatically. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary’s aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(d), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof Stockholder shall be determined by the Partnership in accordance with a certified copy of the PartnershipCompany’s stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company will deliver such a certified copy of the Company’s stockholder list to the Trustees within a reasonable time after such date. The Trustees shall be entitled to rely and shall be fully protected in relying upon the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany’s stockholder list. For ease of administration, the List Trustees shall express the Beneficial Interest of each Initial Beneficiary in terms of units (“Units”). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each Share then held of record. Each Beneficiary shall have a pro rata interest in the Trust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) On and it is intended that after the Transfer Date, all outstanding Shares shall be deemed cancelled automatically. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain at their place of business a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary’s aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(d), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Each Beneficiary’s proportionate share of the Trust Property (“Beneficial Interest of each Initial Beneficiary hereof Interest”) shall be initially determined by the Partnership in accordance with ratio of the number of shares of common stock of the Company held by the Beneficiary on the close of business on the Record Date over the total number of Shares of the Company issued and outstanding on such Record Date, as evidenced by a certified copy of the PartnershipCompany’s Shareholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company will deliver the such a certified copy of the List its Shareholder list to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that each unit (“Units”). Each record owner of the Shares of the Company at the Record Date shall represent be entitled to receive one Trust Unit in the Trustcancellation of each such Share. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demands, nor shall the Trustee be liable for interest on any funds which it they may so withhold. The 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 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 Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the close of business on the Final Record Date (Date, as delivered by the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany's transfer agent and attached as EXHIBIT B hereto. For ease of administration, the List Administrative Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units ("UNITS"). Each record owner of Shares as of the close of business on the Final Record Date shall, automatically and it is intended that without any action on the part of such record owner, become a Beneficiary of the Trust on the date hereof and receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Estate as such holder's pro rata interest in the aggregate outstanding Shares as of the close of business on the Final Record Date. Each Beneficiary shall be bound by this Agreement without any requirement to execute this Agreement. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Administrative Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Administrative 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 Administrative Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demands, nor shall the Administrative Trustee be liable for interest on any funds which it may so withhold. The Administrative 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Administrative Trustee shall have been furnished with an executed counterpart of such agreement, agreement or (iii) there is furnished to the Administrative Trustee a surety bond or other security satisfactory to the Administrative Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. Each of Sellers represents and warrants to Purchaser and Owner Trustees individually, and not jointly, that: (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by such Seller is the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List record and beneficial owner and has good and valid title to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests free and clear of each Initial Beneficiary in the Partnership. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units all liens and it is intended that each unit shall represent one Trust Unit in the Trustencumbrances. (b) In prior to the case Effective Date, such Seller has provided Purchaser with a true and complete copy of the Partnership Unit holdersTrust Agreement, customary institutional book-entry which Trust Agreement is in full force and effect and constitutes a valid, legal and binding obligation of Seller, enforceable against Seller in accordance with its terms, and which Trust Agreement shall not have been amended, modified or other records or any other evidence of ownership satisfactory supplemented from the copy so provided to Purchaser prior to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such BeneficiaryEffective Date. (c) If other than this Agreement and the agreements attached hereto as Exhibits there are no agreements granting any conflicting claims third-party any rights in or demands are made or asserted with respect to the ownership Beneficial Interests of such Seller. (d) there are no liens or encumbrances on the Beneficial Interests or on the Undivided Interests of such Seller arising by or through such Seller or to their Knowledge, Owner Trustees. (e) to Seller’s Knowledge, Owner Trustees are not a party to any agreements related to the Facility or the Trust UnitsEstates other than the Facility Documents and Owner Trustees have not incurred any liabilities other than those arising out of the Facility Documents and the incurrence of costs included in Outstanding Owner Trustee Costs. (f) To the Seller’s Knowledge, other than in relation to the Current Actions and the Outstanding Owner Trustee Costs, there are no indemnity obligations owed to the Owner Trustees under the Trust Agreement. (g) Sellers have not entered into, or if there should be caused the Owner Trustees to enter into, any disagreement between Facility Documents other than the transfereesOperative Documents and the Project Documents, assignees, heirs, representatives or legatees succeeding to all or part of the interest of any Beneficiary resulting in adverse claims or demands being other than communications and arrangements made in connection with such Trust Units, then, in any of such events, the Trustee shall be entitled, at its sole election, matters being settled pursuant to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demandsthis Agreement.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Company in accordance with a certified copy of the PartnershipCompany’s list of Partnership Unit holders Shareholders as of the Record Date (the "“List"”). The Partnership Company will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Beneficial Interests Company Shares of each Initial Beneficiary Shareholder. Each Shareholder as of the Record Date shall receive a pro rata Beneficial Interest in the PartnershipTrust equal to such Shareholder’s percentage ownership of Company Shares outstanding as of the Record Date. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that Trust Units with each unit shall represent one Trust Unit in equaling each Company Share held by the TrustInitial Beneficiary as of the Record Date. (b) In the case of the Partnership Unit holdersShareholders, customary institutional 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.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof beneficial interests in PREIT shall be determined by divided into an unlimited number of shares, each having a par value of $1.00 per share (herein referred to as "Shares" and the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders thereof are sometimes referred to herein as of the Record Date (the "ListShareholders"). The Partnership will deliver Trustees may sell or exchange such Shares for such sums or other consideration and on such terms as they may deem expedient, provided that in no event shall Shares be sold for a consideration less than par, and the certified copy Shares shall be issued only upon the payment of an amount at least equal to such par value; provided that, in the List case of Shares sold for non-cash consideration, the value received shall be deemed to be an amount at least equal to the Trustee within a reasonable par value thereof if the sale was authorized by the Trustees and, in the case of Shares issued upon conversion or upon exercise of rights to acquire Shares, such Shares shall be deemed to have been issued for an amount at least equal to the par value thereof if, at the time after such convertible security was issued or at the Record Date specifying time such exercise right was granted, such issuance or grant was authorized by the Beneficial Interests Trustees. The said Shares when so issued shall be fully paid and non-assessable. PREIT shall issue or cause to be issued to subscribers for or purchasers of such Shares, certificates in such form as the Trustees deem proper evidencing the beneficial interest of such Share owners. The certificates shall be personal property and, except as otherwise provided herein, shall entitle the owners thereof to participate in all dividends and other distributions of income or principal in the proportion which the number of Shares of each Initial Beneficiary owner bears to the total number of Shares issued and outstanding. Shareholders' rights shall be limited to those specifically set forth in the Partnershipcertificate, in this Trust Agreement or in any resolution or resolutions adopted by the Trustees with respect thereto. For ease of administrationThe Trustees shall have the power from time to time (a) to classify or reclassify, 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. or more series or classes, any unissued Shares, (b) In to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions thereof (including, without limitation, voting, distribution, liquidation, conversion and/or redemption rights, and limitations and/or exclusions thereof) granted to or imposed upon any wholly unissued series or class of Shares and the case number of the Partnership Unit holdersShares constituting any such series or class, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. and (c) If to increase or decrease (but not below the number of Shares of such series or class then outstanding) the number of Shares of any conflicting claims series or demands are made or asserted with respect class subsequent to the ownership issue of any Trust UnitsShares of that series or class. Any Trustee hereunder may acquire, or hold and dispose of Shares to the same extent and in the same manner as 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, person were not a Trustee and without affecting in any of way such events, the Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims person's status or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, powers as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demandssuch.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Fund in accordance with a certified copy of the PartnershipFund’s list of Partnership Fund Unit holders as of the Record Date (the "“List"”). The Partnership Fund will deliver the certified copy of the List to the Managing Trustee within a reasonable time promptly after the Record Date specifying the Fund Units of each Member in the Fund. Each Fund Unit owned by a Member shall be converted into Beneficial Interests of each Initial Beneficiary in the PartnershipTrust. 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 Fund Unit holders, customary institutional 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.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company's transfer agent will deliver the such a certified copy of the List Company's stockholder list to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that ("Units"). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder's pro rata interest in the aggregate outstanding Shares on the Record Date. (b) In On and after the case Transfer Date, all outstanding Shares shall automatically be deemed cancelled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain or cause to be maintained a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary's aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its his sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the Trustee shall not be or become liable to any of such parties for their his failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(c), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it they shall deem appropriate, to fully indemnify it him as between all conflicting claims or demands.. <PAGE>

Beneficial Interests. (a) The Beneficial Interest beneficial interest of each Initial Beneficiary hereof Shareholder of this Trust shall be determined by the Partnership in accordance with a certified copy of the PartnershipCorporation’s shareholder list of Partnership Unit holders as of the Record Date (the "List")and shall be represented by Units. The Partnership Corporation’s transfer agent will deliver the such certified copy of the List Corporation’s shareholder list to the Trustee within a reasonable time after such date. The Trustee shall be entitled to rely and shall be fully protected in relying upon the Record Date specifying certified copy of the Beneficial Interests Corporation’s shareholder list. Each share of Common Stock (other than Dissenting Shares) shall receive one Unit for each Initial Beneficiary Share as set forth in the PartnershipMerger Agreement. For ease of administration, the List Each Beneficiary 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 have a pro rata interest in the TrustTrust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(c), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership Investment Trust C in accordance with a certified copy of the PartnershipInvestment Trust C’s list of Partnership Investment Trust C Unit holders as of the Record Date (the "“List"”). The Partnership Managing Trustee of Investment Trust C will deliver the certified copy of the List to the Liquidating Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. Investment Trust C. 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 Liquidating Trust Unit in the Investment Trust C’s Liquidating Trust. (b) In the case of the Partnership Investment Trust C Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Liquidating Trustee will be deemed to evidence the Beneficial Interest in the Liquidating Trust of each such BeneficiaryInvestment Trust C Unit holder, expressed in Liquidating Trust Units. (c) If any conflicting claims or demands are made or asserted with respect to the ownership of any Liquidating 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 Liquidating Trust Units, then, in any of such events, the Liquidating Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Liquidating Trustee may elect to make no payment or distribution with respect to such Liquidating Trust Units, or to make such payment to a court of competent jurisdiction or an escrow agent, and in so doing the Liquidating 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 Liquidating Trustee be liable for interest on any funds which it may so withhold. The Liquidating 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Liquidating Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Liquidating Trustee a surety bond or other security satisfactory to the Liquidating Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company's transfer agent will deliver the such a certified copy of the List Company's stockholder list to the Trustee Trustees within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustees shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that ("Units"). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder's pro rata interest in the aggregate outstanding Shares on the Record Date. (b) In On and after the case Transfer Date, all outstanding Shares shall automatically be deemed cancelled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. Xxxxxx shall maintain at Xxxxxx'x place of business a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary's aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership will deliver the certified copy Such list shall be prima facie evidence of the List to identity of the Trustee within a reasonable time after Beneficiaries of the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the PartnershipTrust. For ease of administration, the List shall express the Beneficial Interest of each Initial Beneficiary shall be expressed in terms of units and it is intended that ("Units"). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder's pro rata interest in the aggregate outstanding Shares on the Record Date. (b) On and after the Transfer Date, all outstanding Shares shall automatically be deemed canceled. In addition, the case Trust will not assume any options under the Company's 1994 Stock Option Plan or 1995 Stock Option Plan for Non-Employee Directors and all outstanding options under such plans that have not been exercised prior to the Transfer Date shall automatically be deemed canceled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. A record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary's aggregate Units in the Trust shall be maintained by a registrar on behalf of each such Beneficiarythe Trust or, if none, by employees of the Trust. (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 is 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 Trustee Sponsor Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Sponsor Trustees 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 doing, the Trustee Sponsor Trustees 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee Sponsor Trustees be liable for interest on any funds which it they may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Sponsor Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Sponsor Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Sponsor Trustees a surety bond or other security satisfactory to the TrusteeSponsor Trustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the PartnershipCompany’s stockholder list of Partnership Unit holders as of the Final Record Date (the "List")Date, to be attached as Exhibit B hereto. The Partnership Company’s transfer agent will deliver the such a certified copy of the List Company’s stockholder list to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that (“Units”). Each record owner of Shares as of the close of business on the Final Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder’s pro rata interest in the aggregate outstanding Shares on the Final Record Date. (b) In the case All outstanding Shares shall be deemed cancelled as of the Partnership Unit holdersclose of business on the Transfer Date. The rights of Beneficiaries in, customary institutional book-entry to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other records instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business, or any other evidence at the office of ownership satisfactory to a transfer agent retained for such purpose, a record of the Trustee will be deemed to evidence the Beneficial Interest name and address of each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(c), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted settled by a valid written agreement between among all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between and the Trust from all such conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof Stockholder shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's stockholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company's transfer agent will deliver the such a certified copy of the List Company's stockholder list to the Trustee within a reasonable time after such date. The Trustee shall be entitled to rely and shall be fully protected in relying upon the Record Date specifying certified copy of the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany's stockholder list. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units ("Units"). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each Share then held of record. In addition, from and it is intended that after the Transfer Date, the record owner(s) of Class B Units as of the Record Date shall hold, without any further action, such number of Units as determined in accordance with the provisions of Schedule A hereto. Each Beneficiary shall have a pro rata interest in the Trust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) On and after the Transfer Date, all outstanding Shares shall automatically be deemed cancelled. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary's aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the Trustee shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(d), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s 's list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 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 Trustee be liable for interest on any funds which it may so withhold. The 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Pursuant to the Plan, effective upon the Conversion, each outstanding Share shall convert into one unit of uncertificated Beneficial Interest (a “Unit”) in the Trust for each Share then held of record by such Stockholder. Effective upon the Conversion, each Initial Beneficiary hereof shall be determined have a pro rata undivided beneficial interest in the Trust Assets equal to the number of Units owned by such Beneficiary divided by the Partnership in accordance with a certified copy total number of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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 TrustUnits owned by all Beneficiaries. (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain, or cause to be maintained, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust name and address of each Beneficiary and the aggregate number of Units held by 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 is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it the Trustees as between all conflicting claims or demands.

Beneficial Interests. (a) The Pursuant to the Plan, immediately prior to the effective time of the Merger, but before the redemption of the Special Company Partnership Units (as defined in the Merger Agreement) pursuant to Section 3.2 of the Merger Agreement, the Company will distribute to each record owner of outstanding Shares one unit of Beneficial Interest (a “Unit”) in the Trust for each Share then held of record by such Stockholder. Following this distribution, each Initial Beneficiary hereof shall be determined have a pro rata undivided beneficial interest in the Holdco Common Units and the other Trust Assets equal to the number of Units held by such Beneficiary divided by the Partnership in accordance with a certified copy total number of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. 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 TrustUnits held by all Beneficiaries. (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain, or cause to be maintained, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust name and address of each Beneficiary and the aggregate number of Units held by 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 is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the PartnershipCompany’s shareholder list of Partnership Unit holders as of the Record Date (Date, as delivered by the "List")Company’s transfer agent and attached as Exhibit B hereto. The Partnership Company’s transfer agent will deliver the such a certified copy of the List Company’s shareholder list to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnershipsuch date. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that (“Units”). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each unit Share then held of record. Each record owner of Shares shall represent one Trust Unit have the same pro rata interest in the TrustTrust Assets as such holder’s pro rata interest in the aggregate outstanding Shares on the Record Date. (b) In On and after the case Transfer Date, all outstanding Shares shall automatically be deemed cancelled. The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at its place of business a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee shall be entitled, at its sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(c), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of (i) the PartnershipCompany’s stockholder list of Partnership Unit holders as of the Record Date and (ii) the "List")Company’s list of Optionholders. The Partnership Company’s transfer agent will deliver the such a certified copy of the List Company’s stockholder list to the Trustee within a reasonable time after such date and the Record Date specifying Company will deliver such a certified copy of the Beneficial Interests Company’s list of each Initial Beneficiary Optionholders. The Trustee shall be entitled to rely and shall be fully protected in relying upon the Partnershipcertified copy of the Company’s stockholder list and Optionholder list. For ease of administration, the List Trustee shall express the Beneficial Interest of each Initial Beneficiary in terms of units (“Units”). Each record owner of Shares as of the close of business on the Record Date shall receive one Unit for each Share then held of record. Except as otherwise provided in this Agreement, each record owner of Shares shall have the same pro rata interest in the Trust Assets as such holder’s pro rata interest in the aggregate outstanding Shares on the Record Date. (b) On and it is intended that after the Transfer Date, all Shares shall automatically be deemed cancelled. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustee shall maintain at his place of business a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary’s aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee shall be entitled, at its his sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the 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 doing, the 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee be liable for interest on any funds which it may so withhold. The Notwithstanding anything to the contrary set forth in this Section 3.1(d), the 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 judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it he shall deem appropriate, to fully indemnify it him as between all conflicting claims or demands.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the Partnership. For ease of administration, the List Trust shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that (“Units”). For the avoidance of doubt, immediately following the Unit Distribution, each unit owner of Shares shall represent own one Trust Unit for each Share held on the Transfer Date. Each Beneficiary shall have a pro rata interest in the TrustTrust Assets equal to the number of Units held by such owner divided by the total number of Units held by all Beneficiaries. (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Board shall maintain at the Trust’s place of business a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence name and address of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest each Beneficiary and such Beneficiary’s aggregate Units in the Trust of each such BeneficiaryTrust. (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 is 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 Trustee Board shall be entitled, at in its sole electionand absolute discretion, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Board 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 doing, the Trustee Board shall not be or become liable to any of such parties for their its failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee Board be liable for interest on any funds which it may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(c), the Board shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Board shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Board a surety bond or other security satisfactory to the TrusteeBoard, as it shall deem appropriate, to fully indemnify it the Trustees as between all conflicting claims or demands.

Beneficial Interests. (a) The Pursuant to the Plan, prior to the effective time of the Company Merger, the Company will distribute to each record owner of outstanding Shares one unit of Beneficial Interest (a “Unit”) in the Trust for each Share then held of record by such Stockholder (including, for any fraction of a Share, an equivalent fraction of a Unit). Following this distribution, each Initial Beneficiary hereof shall be determined have a pro rata undivided beneficial interest in the Holdco Interests and any other Trust Assets equal to the number of Units held by such Beneficiary divided by the Partnership in accordance total number of Units held by all Beneficiaries. In connection with a certified copy of the Partnership’s list of Partnership Unit holders as of foregoing, the Record Date (the "List"). The Partnership will Trust shall issue and deliver the certified copy of the List to the Trustee within a reasonable time after Company the Record Date specifying number of Units that are required to enable the Beneficial Interests of each Initial Beneficiary in Company to make the Partnership. 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 Trustdistribution contemplated by this Section 3.01(a). (b) In The rights of Beneficiaries in, to and under the case Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain, or cause to be maintained, a record of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust name and address of each Beneficiary and the aggregate number of Units held by 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 is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees shall not be or become liable to any of such parties for their the Trust’s failure or refusal to comply with any of such conflicting claims or demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it the Trust may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.01(c), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.

Beneficial Interests. (a) The A Beneficial Interest of each Initial Beneficiary hereof shall be determined by the Partnership in accordance with a certified copy of the Partnership’s list of Partnership Unit holders as of the Record Date (the "List"). The Partnership will deliver the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary Certificate, in the Partnership. For ease form of administrationExhibit A attached hereto, the List shall express the Beneficial Interest of each Initial Beneficiary in terms of units and it is intended that each unit shall will represent one Trust Unit an exclusive, undivided beneficial interest in the Trust. All Beneficial Interest Certificates issued hereunder shall be fully paid and nonassessable. Every Beneficial Owner, by virtue of having purchased or otherwise acquired a Beneficial Interest Certificate, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement. No certificates certifying the ownership of Beneficial Interest Certificates need be issued except as the Board of Managing Trustees otherwise determine from time to time. The ownership of Beneficial Interest Certificates shall be recorded by the Secretary in the books of the Trust, which shall be conclusive as to who are the Beneficial Owners. The Board of Managing Trustees is authorized to issue a replacement Beneficial Interest Certificate for any Beneficial Interest Certificate which has been lost, stolen or destroyed. (b) In the case event of any voluntary or involuntary liquidation, dissolution, or winding up of, or any distribution of the Partnership Unit holdersassets of, customary institutional book-entry the Trust, each Beneficial Owner shall be entitled to receive, after paying or making reasonable provision for the creditors of the Trust as set forth in Section 3808(e) of the Trust Act, ratably with each other records or any other evidence Beneficial Owner, that portion of ownership satisfactory the Trust Assets available for distribution to the Trustee will be deemed to evidence Beneficial Owners that represents the same percentage ownership as the Beneficial Interest Certificates held by such Beneficial Owner represents in the Trust of each such BeneficiaryTrust. (c) If All Beneficial Interest Certificates shall be personal property entitling the Beneficial Owner only to those rights provided in this Agreement. The legal and equitable ownership of the Trust Assets is vested exclusively in the Trust as herein provided, and the Beneficial Owners shall have no interest therein other than the beneficial interest in the Trust conferred by their Beneficial Interest Certificates and shall have no right to compel any conflicting claims partition, division, dividend, or demands distribution of the Trust or any of the Trust Assets. The death, dissolution or termination of a Beneficial Owner shall not, in and of itself, terminate the Trust or give such Beneficial Owner's legal representative or successor any rights against other Beneficial Owners, the Trustees or the Trust Assets, except the right, exercised in accordance with 4.1(a) above, to receive a new Beneficial Interest Certificate in exchange for the certificate held by such deceased, dissolved or terminated Beneficial Owner. Except as specifically provided in this Agreement, the Beneficial Owners, by reason of their status as such, shall have no right to participate in or direct the management or control of the business of the Trust or to act for or bind the Trust or any Trustee or otherwise to transact any business on behalf of the Trust. (d) The Beneficial Interest Certificates are made or asserted with respect freely transferable except as provided in Sections 4.1(e) and 4.1(f) below. (e) No proposed transfer of a Beneficial Interest Certificate shall be effective unless such transfer is exempt from the registration requirements of the Securities Act and any state securities laws and the proposed transferor shall have delivered to the ownership Trust an opinion of any counsel to such effect. Such opinion of counsel must be acceptable, as to form, substance, and issuing counsel, to the Board of Managing Trustees. Additionally, the proposed transferee must either (A) provide a certificate to the Trust Unitsto the effect that the proposed transferee is not an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "plan" within the meaning of Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing the Beneficial Interest Certificates on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan; or (B) provide a certificate to the Trust to the effect that the proposed transferee is acquiring the Beneficial Interest Certificates for its own account and no part of the assets used to acquire the Beneficial Interest Certificates constitute assets of a Plan; or (C) furnish to the Trust an opinion of counsel acceptable to such persons that (i) the proposed transfer will not cause any assets of the Trust to be deemed assets of a Plan, and (ii) the proposed transfer will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory or administrative exemption is unavailable. (f) No proposed transfer of a Beneficial Interest Certificate shall be effective if there should be any disagreement between such transfer would result in the transfereesTrust having more than 1 Beneficial Owner unless such transfer has been approved by the Board of Managing Trustees. In addition, assigneesno entity that constitutes a partnership, heirs, representatives grantor trust or legatees succeeding to S corporation for federal income tax purposes may acquire a Beneficial Interest Certificate if (i) substantially all or part of the value of the interest of a person owning an interest in such entity would be attributable to the entity's (direct or indirect) interest in the Trust, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Trust to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations promulgated under the Code. The restriction set forth in this Section 4.1(f) may be modified by the Trust if there is delivered to the Beneficial Owner an opinion of counsel to the effect that the modification would not cause the Trust to be treated as a publicly traded partnership that is taxable as a corporation for federal income tax purposes or registrable as an investment company under the Investment Company Act of 1940, as amended. No proposed transfer or issuance of a Beneficial Interest Certificate, any Beneficiary resulting in adverse claims interest therein, or demands being made in connection with such Trust Unitsany financial instrument or contract the value of which is determined by reference to either a Beneficial Interest Certificate or any interest therein, then, in any of such events, the Trustee which is otherwise permitted hereunder shall be entitled, at its sole election, effective unless and until the Bank has delivered to refuse to comply with any such conflicting claims or demands. In so refusing, the Master Trust Trustee may elect to make no payment or distribution a Tax Opinion (as defined in the Pooling and Servicing Agreement) with respect to such Trust Unitstransfer or issuance. (g) The Beneficial Owner may assign its interest hereunder with notification to each Rating Agency. (h) Upon the effectiveness of the Conversion, a Managing Trustee shall execute a single Beneficial Interest Certificate and deliver it to Fleet Credit Card. Fleet Credit Card, in its capacity as the holder of the Beneficial Interest Certificate, shall be the sole beneficial owner of the Trust. A Beneficial Interest Certificate shall not entitle its holder to any benefit under this Agreement, or to make such payment to a court of competent jurisdiction or an escrow agentbe valid for any purpose, unless the Beneficial Interest Certificate shall be in substantially the form set forth in Exhibit A hereto, and in so doing the 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 Trustee be liable for interest on any funds which it may so withhold. The Trustee shall be duly executed by a Managing Trustee of the Trust. When a Beneficial Interest Certificate is duly executed by a Managing Trustee and issued in accordance with this Agreement, the Beneficial Interest Certificate will be fully paid, validly issued, non-assessable and entitled to refrain and refuse to act until either (i) the rights benefits of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee a surety bond or other security satisfactory to the Trustee, as it shall deem appropriate, to fully indemnify it as between all conflicting claims or demandsthis Agreement.

Beneficial Interests. (a) The Beneficial Interest of each Initial Beneficiary hereof Shareholder shall be determined by the Partnership in accordance with a certified copy of the Partnership’s Company's Shareholder list of Partnership Unit holders as of the Record Date (the "List")Date. The Partnership Company's transfer agent will deliver such certified copy of the Company's Shareholder list to the Trustees within a reasonable time after such date. The Trustees shall be entitled to rely and shall be fully protected in relying upon the certified copy of the List to the Trustee within a reasonable time after the Record Date specifying the Beneficial Interests of each Initial Beneficiary in the PartnershipCompany's Shareholder list. For ease of administration, the List Trustees shall express the Beneficial Interest of each Initial Beneficiary in terms of units units. Each Shareholder of record as of the close of business on the Record Date shall be distributed one Unit for each Share then held. Each Beneficiary shall have a pro rata interest in the Trust Assets equal to the number of Units held by such Beneficiary divided by the total number of Units held by all Beneficiaries. The Units shall be without par value and it is intended that the maximum authorized number of Units shall be 36,425,084. Upon issuance, the Units shall be deemed fully paid and non-assessable. (b) On and after the Transfer Date, subject to and simultaneously with the aforementioned distribution and receipt by the Shareholders of the Units, all outstanding Shares shall automatically be deemed cancelled. (c) The rights of Beneficiaries in, to and under the Trust Assets and the Trust shall not be represented by any form of certificate or other instrument, and no Beneficiary shall be entitled to such a certificate. The Trustees shall maintain or cause to be maintained a record of the name and address of each unit shall represent one Trust Unit Beneficiary and such Beneficiary's aggregate Units in the Trust. (b) In the case of the Partnership Unit holders, customary institutional book-entry or other records or any other evidence of ownership satisfactory to the Trustee will be deemed to evidence the Beneficial Interest in the Trust of each such Beneficiary. (cd) If any conflicting claims or demands are made or asserted with respect to the ownership of any Trust Units, or if there should be is 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 Trustee Trustees shall be entitled, at its their sole election, to refuse to comply with any such conflicting claims or demands. In so refusing, the Trustee Trustees 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 doing, the Trustee Trustees 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 demandsdemands or to take any other action with respect thereto, nor shall the Trustee Trustees be liable for interest on any funds which it they may so withhold. The Trustee Notwithstanding anything to the contrary set forth in this Section 3.1(d), the Trustees shall be entitled to refrain and refuse to act until either (i) the rights of the adverse claimants have been adjudicated by a final judgment of a court of competent jurisdiction, (ii) all differences have been adjusted by valid written agreement between all of such parties, and the Trustee Trustees shall have been furnished with an executed counterpart of such agreement, or (iii) there is furnished to the Trustee Trustees a surety bond or other security satisfactory to the TrusteeTrustees, as it they shall deem appropriate, to fully indemnify it them as between all conflicting claims or demands.