Common use of Purpose of Liquidating Trust Clause in Contracts

Purpose of Liquidating Trust. (a) The Liquidating Trust is established for the purpose of liquidating and distributing the Liquidating Trust Assets in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, its liquida ting purpose hereunder. The Liquidating Trust shall perform the obligations under the DOJ/AG Settlement, the Consent Order, and the Order of Assessment, other than Ocwen’s rights and obligations under the Ocwen APA, in accordance with the terms of the Plan. (b) This Liquidating Trust Agreement is intended to create a trust and a trust relationship and to be governed and construed in all respects as a trust. The Liquidating Trust is not intended to be, and shall not be deemed to be or treated as, a general p artnership, limited partnership, joint venture, corporation, joint stock company or association, nor shall any of the Trustees or the Unitholders, for any purpose be, or be deemed to be or be treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the Unitholders to the Trustees shall be solely that of beneficiaries of a trust and shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this Liquidating Trust Agreement. (c) From and after the Effective Date, the Liquidating Trust, acting through the Liquidating Trust Board, the Liquidating Trust Management, and the Liquidating Trust Agents, shall wind down the affairs of, and dissolve the Debtors and their subsidiaries, including the Non-Debtor Subsidiaries, under applicable laws, notwithstanding any applicable consent requirements or other restrictions contained in any financing agreements or other debt documents to which any Debtor is or was a party; provided that any Debtor required to hold Available Assets after the Effective Date pursuant to Section 2.5(b) shall not be dissolved at a time while it holds Available Assets and shall be authorized to take such actions at the direction of the Liquidating Trust as may be necessary or advisable to implement the purpose and provisions of the Plan with respect to such Available Assets. The Liquidatin g Trust shall pay all reasonable costs and expenses in connection with such dissolutions. The Liquidating Trust Board, the Liquidating Trust Management and the Liquidating Trust Agents shall not have any liability on account of the Liquidating Trust Board ’s use of its discretion to dissolve or not dissolve any of the Debtors or their subsidiaries; provided, however, this section shall not be interpreted to preclude the Liquidating Trust from asserting any malpractice, negligence or similar claims against the Liquidating Trust Agents for their actions or omissions with respect to corporate dissolutions.

Purpose of Liquidating Trust. (a) It is expected that Investment Trust D shall liquidate and dissolve prior to fully winding up its affairs, including, but not limited to, the sale of its remaining assets, the collection of any receivables and the payment of any unsatisfied debts, claims, liabilities, commitments, suits and other obligations, whether contingent or fixed or otherwise (the "Liabilities"), except for such Liabilities for which Investment Trust D has previously reserved by the retention of the Cash Reserves as described in the recitals hereto. The Liquidating Trust hereby is established organized for the sole purpose of liquidating winding up the affairs of Investment Trust D as promptly as reasonably possible and distributing the Liquidating Trust Assets in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. (b) Investment Trust D’s Cash Reserves and Retained Assets to be granted, except assigned and conveyed to the extent reasonably necessary to, and consistent with, its liquida ting purpose hereunder. The Liquidating Trust shall perform Trustee as of the obligations under Effective Date will be held in the DOJ/AG Settlement, the Consent OrderLiquidating Trust, and the Order Liquidating Trustee will: (i) further liquidate the Liquidating Trust Assets as it deems to be necessary to carry out the purpose of Assessmentthe Liquidating Trust and facilitate distribution of the Liquidating Trust Assets; (ii) protect, other than Ocwen’s rights conserve and obligations under manage the Ocwen APA, Liquidating Trust Assets in accordance with the terms and conditions hereof; (iii) take such actions as may be necessary to carry out the intent of the Plan. proposals approved by the written consent of the unit holders of Investment Trust D solicited pursuant to a Solicitation Statement dated as of February 17, 2004 (bthe “Solicitation Statement”); and (iv) This distribute the Liquidating Trust Agreement is intended to create a trust Assets in accordance with the terms and a trust relationship and to be governed and construed in all respects as a trust. The Liquidating Trust is not intended to be, and shall not be deemed to be or treated as, a general p artnership, limited partnership, joint venture, corporation, joint stock company or association, nor shall any of the Trustees or the Unitholders, for any purpose be, or be deemed to be or be treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the Unitholders to the Trustees shall be solely that of beneficiaries of a trust and shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this Liquidating Trust Agreementconditions hereof. (c) From It is intended that the granting, assignment and after conveyance of the Effective Date, Cash Reserves and the Retained Assets by Investment Trust D to the Liquidating TrustTrustee pursuant hereto shall be treated for federal and state income tax purposes as if Investment Trust D made such distributions directly to the holders of Investment Trust D Units. It is further intended that for federal, acting through state and local income tax purposes the Liquidating Trust Board, the Liquidating Trust Managementshall be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Liquidating Trust Agents, shall wind down the affairs of, and dissolve the Debtors and their subsidiaries, including the Non-Debtor Subsidiaries, under applicable laws, notwithstanding any applicable consent requirements or other restrictions contained in any financing agreements or other debt documents to which any Debtor is or was a party; provided that any Debtor required to hold Available Assets after the Effective Date pursuant to Section 2.5(b) shall not be dissolved at a time while it holds Available Assets and Beneficiaries shall be authorized to take such actions at treated as the direction owners of their respective share of the Liquidating Trust as may be necessary or advisable pursuant to implement the purpose and provisions Sections 671 through 679 of the Plan with respect Code and any analogous provision of state or local law and shall be taxed on their respective share of the Liquidating Trust's taxable income (including both ordinary income and capital gains) pursuant to such Available Assets. The Liquidatin g Trust shall pay all reasonable costs Section 671 of the Code and expenses in connection with such dissolutionsany analogous provision of state or local law. The Liquidating Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited to, any returns required of grantor trusts pursuant to Section 1.671-4(a) of the Income Tax Regulations. Investment Trust BoardD agrees that the Transfer Agent acting on its behalf may prepare and file applicable K-1’s respecting the Beneficiaries’ Investment Trust D income. To the extent that the Liquidating Trustee becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds held hereunder or any payment made hereunder (collectively, the "Taxes"), the Liquidating Trust Management and the Trustee may pay such Taxes. The Liquidating Trust Agents shall not have Trustee may withhold from any liability on account payment of the Liquidating Trust Board ’s use of its discretion to dissolve or not dissolve any of the Debtors or their subsidiaries; provided, however, this section shall not be interpreted to preclude Assets such amount as the Liquidating Trust from asserting Trustee estimates to be sufficient to provide for the payment of such Taxes not yet paid, and may use the sum withheld for that purpose. The Liquidating Trustee shall be indemnified and held harmless against any malpractice, negligence liability for Taxes and for any penalties or similar claims against interest in respect of Taxes on such investment income or payments in the Liquidating Trust Agents for their actions or omissions with respect to corporate dissolutionsmanner provided herein.

Purpose of Liquidating Trust. (a) It is expected that Investment Trust C shall liquidate and dissolve prior to fully winding up its affairs, including, but not limited to, the sale of its remaining assets, the collection of any receivables and the payment of any unsatisfied debts, claims, liabilities, commitments, suits and other obligations, whether contingent or fixed or otherwise (the "Liabilities"), except for such Liabilities for which Investment Trust C has previously reserved by the retention of the Cash Reserves as described in the recitals hereto. The Liquidating Trust hereby is established organized for the sole purpose of liquidating winding up the affairs of Investment Trust C as promptly as reasonably possible and distributing the Liquidating Trust Assets in accordance with Treasury Regulations Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. (b) Investment Trust C’s Cash Reserves and Retained Assets to be granted, except assigned and conveyed to the extent reasonably necessary to, and consistent with, its liquida ting purpose hereunder. The Liquidating Trust shall perform Trustee as of the obligations under Effective Date will be held in the DOJ/AG Settlement, the Consent OrderLiquidating Trust, and the Order Liquidating Trustee will: (i) further liquidate the Liquidating Trust Assets as it deems to be necessary to carry out the purpose of Assessmentthe Liquidating Trust and facilitate distribution of the Liquidating Trust Assets; (ii) protect, other than Ocwen’s rights conserve and obligations under manage the Ocwen APA, Liquidating Trust Assets in accordance with the terms and conditions hereof; (iii) take such actions as may be necessary to carry out the intent of the Plan. proposals approved by the written consent of the unit holders of Investment Trust C solicited pursuant to a Solicitation Statement dated as of June 2, 2004 (bthe “Solicitation Statement”); and (iv) This distribute the Liquidating Trust Agreement is intended to create a trust Assets in accordance with the terms and a trust relationship and to be governed and construed in all respects as a trust. The Liquidating Trust is not intended to be, and shall not be deemed to be or treated as, a general p artnership, limited partnership, joint venture, corporation, joint stock company or association, nor shall any of the Trustees or the Unitholders, for any purpose be, or be deemed to be or be treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationship of the Unitholders to the Trustees shall be solely that of beneficiaries of a trust and shall not be deemed a principal or agency relationship, and their rights shall be limited to those conferred upon them by this Liquidating Trust Agreementconditions hereof. (c) From It is intended that the granting, assignment and after conveyance of the Effective Date, Cash Reserves and the Retained Assets by Investment Trust C to the Liquidating TrustTrustee pursuant hereto shall be treated for federal and state income tax purposes as if Investment Trust C made such distributions directly to the holders of Investment Trust C Units. It is further intended that for federal, acting through state and local income tax purposes the Liquidating Trust Board, the Liquidating Trust Managementshall be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law, and the Liquidating Trust Agents, shall wind down the affairs of, and dissolve the Debtors and their subsidiaries, including the Non-Debtor Subsidiaries, under applicable laws, notwithstanding any applicable consent requirements or other restrictions contained in any financing agreements or other debt documents to which any Debtor is or was a party; provided that any Debtor required to hold Available Assets after the Effective Date pursuant to Section 2.5(b) shall not be dissolved at a time while it holds Available Assets and Beneficiaries shall be authorized to take such actions at treated as the direction owners of their respective share of the Liquidating Trust as may be necessary or advisable pursuant to implement the purpose and provisions Sections 671 through 679 of the Plan with respect Code and any analogous provision of state or local law and shall be taxed on their respective share of the Liquidating Trust's taxable income (including both ordinary income and capital gains) pursuant to such Available Assets. The Liquidatin g Trust shall pay all reasonable costs Section 671 of the Code and expenses in connection with such dissolutionsany analogous provision of state or local law. The Liquidating Trustee shall file all tax returns required to be filed with any governmental agency consistent with this position, including, but not limited to, any returns required of grantor trusts pursuant to Section 1.671-4(a) of the Income Tax Regulations. Investment Trust BoardC agrees that the Transfer Agent acting on its behalf may prepare and file applicable K-1’s respecting the Beneficiaries’ Investment Trust C income. To the extent that the Liquidating Trustee becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds held hereunder or any payment made hereunder (collectively, the "Taxes"), the Liquidating Trust Management and the Trustee may pay such Taxes. The Liquidating Trust Agents shall not have Trustee may withhold from any liability on account payment of the Liquidating Trust Board ’s use of its discretion to dissolve or not dissolve any of the Debtors or their subsidiaries; provided, however, this section shall not be interpreted to preclude Assets such amount as the Liquidating Trust from asserting Trustee estimates to be sufficient to provide for the payment of such Taxes not yet paid, and may use the sum withheld for that purpose. The Liquidating Trustee shall be indemnified and held harmless against any malpractice, negligence liability for Taxes and for any penalties or similar claims against interest in respect of Taxes on such investment income or payments in the Liquidating Trust Agents for their actions or omissions with respect to corporate dissolutionsmanner provided herein.