Item 2(k)(a) — Administration Agreement ADMINISTRATION AGREEMENT Between U.S. BANK NATIONAL ASSOCIATION, As Administrator, and 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST Dated as of December 21, 2010
EX-99.2.K.A
EXECUTION VERSION
Item 2(k)(a) — Administration Agreement
Between
U.S. BANK NATIONAL ASSOCIATION,
As Administrator,
and
Dated as of December 21, 2010
TABLE OF CONTENTS
| Page | ||||
ARTICLE I DEFINITIONS; INTERPRETATION |
2 | |||
Section 1.1 Defined Terms |
2 | |||
Section 1.2 Interpretation |
3 | |||
ARTICLE II APPOINTMENT OF ADMINISTRATOR |
3 | |||
Section 2.1 Appointment of Administrator; Acceptance of Appointment |
3 | |||
Section 2.2 Services of Administrator |
3 | |||
Section 2.3 Power of Attorney |
5 | |||
ARTICLE III THE ADMINISTRATOR |
5 | |||
Section 3.1 Conditions to Duties of the Administrator |
5 | |||
Section 3.2 Merger |
6 | |||
Section 3.3 Compensation |
6 | |||
Section 3.4 Indemnification |
6 | |||
ARTICLE IV RESIGNATION AND REMOVAL OF ADMINISTRATOR |
7 | |||
Section 4.1 Removal |
7 | |||
Section 4.2 Resignation |
8 | |||
Section 4.3 Appointment of Successor |
8 | |||
Section 4.4 Effectiveness of Resignation or Removal |
8 | |||
Section 4.5 Acceptance by Successor |
8 | |||
ARTICLE V RECORDS AND REPORTS |
9 | |||
Section 5.1 Books and Records; Inspection and Copying |
9 | |||
Section 5.2 Access to Information |
9 | |||
ARTICLE VI MISCELLANEOUS |
9 | |||
Section 6.1 Term of Agreement |
9 | |||
Section 6.2 No Assumption of Liability |
9 | |||
Section 6.3 Notices |
9 | |||
Section 6.4 Governing Law |
10 | |||
Section 6.5 Severability |
10 | |||
Section 6.6 Amendments; Waivers |
10 | |||
Section 6.7 Non-Assignability |
10 | |||
i
TABLE OF CONTENTS
(continued)
(continued)
| Page | ||||
Section 6.8 Provisions of Law to Control |
11 | |||
Section 6.9 No Third Party Rights; Successors and Assigns |
11 | |||
Section 6.10 Counterparts |
11 | |||
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ADMINISTRATION AGREEMENT (this “Agreement”), dated as of December 21, 2010, between
U.S. Bank National Association, a national banking association (the “Administrator”), and
the 2010 Swift Mandatory Common Exchange Security Trust, a trust organized wider the laws of the
State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of
December 15, 2010 (the “Trust Agreement”; such trust and the trustees thereof acting in
their capacity as such being referred to in this Agreement as the “Trust”).
WITNESSETH:
WHEREAS, the Trust is a non-diversified, closed-end investment company under the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Investment Company Act”), formed to purchase and hold certain U.S.
treasury securities (the “Treasury Securities”), to enter into and hold forward purchase
contracts (collectively, the “Contracts”) with each of Xxxxx Xxxxx, Xxxxx and Xxxxxx Xxxxx,
jointly, the Xxxxx and Xxxxxx Xxxxx Family Trust Dated 12/11/87 and Xxxxx and Xxxxxx Xxxxx, the
Xxxx Xxxxx Trust Dated 4/27/07 and Xxxx Xxxxx, the Xxxxxx Xxxxx Trust Dated 4/27/07 and Xxxxxx
Xxxxx, the Xxxxx Xxxxx Trust Dated 4/27/07 and Xxxxx Xxxxx, the Xxxxxx Xxxxx Xxxxxx Trust Dated
4/27/07 and Xxxxxx Xxxxx Xxxxxx, the Xxxxx Xxx Xxxxx Trust Dated 4/27/07 and Xxxxx Xxx Xxxxx and
the Xxxxxxx X. Xxxxx Trust Dated 4/27/07 and Xxxxxxx X. Xxxxx (each, a “Seller” and,
collectively, the “Sellers”), and to issue $0.66 Trust Issued Mandatory Common Exchange
Securities (the “Securities”) in accordance with the terms and conditions of the Trust
Agreement; and
WHEREAS, the Trust desires to engage the services of the Administrator to assume certain
duties and responsibilities of the Trustees of the Trust under the Trust Agreement and the
Investment Company Act and to undertake certain services on behalf of and subject to the
supervision of the Trustees as provided in this Agreement; and
WHEREAS, the Administrator is qualified and willing to assume such duties and responsibilities
and to undertake to render such services, subject to the supervision of the Trustees, on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, the parties, intending to be bound, agree as follows:
ARTICLE I
DEFINITIONS; INTERPRETATION
Section 1.1 Defined Terms.
(a) Capitalized terms used and not otherwise defined in this Agreement have the respective
meanings specified in the Trust Agreement.
(b) As used in this Agreement, the following terms have the following meanings:
“Administrator” has the meaning specified in the preamble to this Agreement and shall
be a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended.
“Agreement” has the meaning specified in the preamble to this Agreement.
“Contracts” has the meaning specified in the recitals to this Agreement.
“Indemnification Expenses” has the meaning specified in the Indemnity Agreement.
“Investment Company Act” has the meaning specified in the recitals to this Agreement.
“Securities” has the meaning specified in the recitals to this Agreement.
“Sellers” have the meaning specified in the recitals to this Agreement.
“Treasury Securities” has the meaning specified in the recitals to this Agreement.
“Trust” has the meaning specified in the preamble to this Agreement.
“Trust Agreement” has the meaning specified in the recitals to this Agreement.
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Section 1.2 Interpretation.
(a) When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules,
such reference is to Articles or Sections of, or Exhibits or Schedules to, this Agreement unless
otherwise indicated.
(b) The table of contents and headings contained in this Agreement are for reference purposes
only and are not part of this Agreement and shall not be deemed to limit or otherwise affect any of
the provisions of this Agreement.
(c) Whenever the words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”.
(d) Any reference to any statute, regulation or agreement is a reference to such statute,
regulation or agreement as supplemented or amended from time to time.
ARTICLE II
APPOINTMENT OF ADMINISTRATOR
Section 2.1 Appointment of Administrator; Acceptance of Appointment. The Trust
hereby appoints the Administrator, and the Administrator hereby accepts such appointment, to
provide the services enumerated in this Agreement.
Section 2.2 Services of Administrator. Subject to the supervision of the Trustees,
the Administrator shall effect the matters set forth further in Sections 2.2, 2.3 and 2.4 of the
Trust Agreement, to the extent such responsibilities can lawfully be delegated to the
Administrator; provided, however, that the Administrator shall not (i) render
investment advisory services to the Trust as defined in the Investment Company Act or the
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder;
(ii) have the power to sell the Contracts or the Treasury Securities except as provided in Sections
2.5 of the Trust Agreement; or (iii) have the power to select the independent public accountants
for the Trust. Additionally, the Administrator shall be responsible for rendering the following
services:
(a) if so directed by the Sellers, instruct the Paying Agent to pay, from the amounts payable
to the Sellers pursuant to the Contracts, the fees and expenses of the Trust incurred in connection
with the offering of the Securities and the costs and expenses incurred in connection with the
organization of the Trust;
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(b) receive and pay invoices of the Trust;
(c) instruct the Paying Agent to effect the transactions set forth in Sections 2.2, 2.3 and
2.4 and Article III of the Trust Agreement;
(d) with the approval of the Trustees, engage on behalf of the Trust legal and other
professional advisors, subject to clause (iii) of this Section 2.2;
(e) when the Trust is required to select and engage an independent investment banking firm
under a Contract, to select and engage such a firm on behalf of the Trust, subject to the
requirements of such Contract (including Section 8.1 thereof) and inform the Trustees promptly
after making such selection and engagement;
(f) receive all demands, bills and invoices for expenses incurred by or on behalf of the
Trust, and pay the same, or cause the Paying Agent to pay the same, out of moneys paid to the
Administrator pursuant to the Expense Agreement but in no event out of any assets of the Trust,
except as provided in Section 2.2(a), and give notice to the Sellers (as defined in the Expense
Agreement) of any claim for Indemnification Expenses (as defined in the Indemnity Agreement) or any
threatened claim for Indemnification Expenses as provided in Section 2.4(b) of the Indemnity
Agreement;
(g) instruct the Paying Agent to pay distributions on the Securities;
(h) (i) prepare and mail, file or publish, or, as appropriate, direct the Paying Agent to
prepare and mail, file or publish, any notices, proxies, reports and other communications required
to be mailed or published pursuant to the Trust Agreement or the Investment Company Act (which are
expected to consist of Schedules 14A in connection with any annual meeting of holders of
Securities), (ii) keep (or cause to be kept) all the books and records of the Trust (other than
those to be kept by the Paying Agent), and (iii) prepare (or cause to be prepared) and, as
necessary, file (or cause to be filed) any and all reports, returns and other documents as required
under the Investment Company Act or the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the “Securities Exchange Act”) (which are expected
to include registration statements on Form N-8A and Form N-2, annual shareholder reports on Form
N-CSR, quarterly schedules of portfolio holding on Form N-Q and semi-annual and annual reports on
Forms NSAR-B and NSAR-A, respectively), or the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder, or, as reasonably requested by the Trustees, under
any other applicable laws, rules or regulations or otherwise; provided, however,
that responsibility for the adequacy and accuracy of
any such notices, proxies, reports, communications, books, records, returns and other
documents shall be that of the Trustees; and provided further, however, that the Administrator
shall have no liability for the adequacy or accuracy of such notices, proxies, reports,
communications, books, records, returns and other documents;
4
(i) at the request of the Trustees and upon being furnished with such reasonable security and
indemnity against any related expense or liability as the Administrator may require, institute and
prosecute, in accordance with the instructions of the Trustees, legal or other appropriate
proceedings to enforce any and all rights and remedies of the Trust;
(j) receive and review on behalf of the Trust all notices, reports, certificates and other
documents regarding the Contracts and the Treasury Securities;
(k) make all necessary arrangements with respect to meetings of Trustees and meetings of
Holders, including, without limitation, the preparation of notices, proxies and minutes, subject to
the approval of Trustees;
(l) in conjunction with the Trustees, determine and publish, in such manner as the Trustees
shall direct in writing, the Trust’s net asset value in accordance with the Trust’s policy as set
forth in the Offering Memorandum;
(m) provide sub-certifications to the Trustees as reasonably requested by the Trustees to meet
their certification requirements to the Securities and Exchange Commission (the
“Commission”) pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as
amended, or the rules and regulations of the Commission thereunder; and
(n) timely prepare and file on behalf of the Trust all tax returns and other tax forms
required to be filed by the Trust with any tax authority.
Section 2.3 Power of Attorney. The Trust hereby appoints the Administrator, acting
though any duly appointed officer, as its attorney-in-fact and agent for the purpose of performing
the duties prescribed in Section 2.2(b) through 2.2(n).
ARTICLE III
THE ADMINISTRATOR
Section 3.1 Conditions to Duties of the Administrator. The provisions of Section
8.1(a) of each of the Collateral Agreements shall apply, mutatis mutandis, to the Administrator in
the performance of its duties hereunder as if it were the Collateral Agent acting under the
Collateral Agreements. Without limiting the
5
generality of such provisions, the Administrator (i) at its own cost, may select and employ
independent accountants acceptable to the Trustees (other than the independent public accountants
referred to in clause 2.2(iii) of this Agreement and Section 2.2(d) of the Trust Agreement) to keep
the financial books and records of the Trust, to prepare the financial statements of the Trust and
to prepare Trust tax returns, and (ii) should the Trustees fail to do so, may select and engage
attorneys acceptable to the Trustees to prepare annual, semiannual and periodical reports, notices
of meetings and proxy statements, annual reports to Holders of the Securities and other documents
required under the Investment Company Act or the Securities Exchange Act.
Section 3.2 Merger. Any corporation or association into which the Administrator may
be converted or merged or with which it may be consolidated, or to which it may sell or transfer
its agency business and assets as a whole or substantially as a whole, or any corporation or
association resulting from any such conversion, merger, consolidation, sale or transfer to which it
is a party, shall be and become the successor Administrator hereunder without the execution or
filing of any instrument or any further act, deed or conveyance on the part of any of the parties
hereto, provided that such corporation or association meets the requirements set forth in the Trust
Agreement.
Section 3.3 Compensation.
(a) For services to be rendered by the Administrator pursuant to this Agreement, and for the
payment of Trust expenses pursuant to Section 2.2(e) of this Agreement, the Administrator shall
receive only such fees and expenses as shall be paid to it pursuant to the terms of the Expense
Agreement and shall have no recourse to the assets of the Trust for the payment of any such
amounts.
(b) If and to the extent that the Trust shall request the Administrator to render services for
the Trust, other than those to be rendered by the Administrator hereunder, and if the Administrator
agrees to render such services, such additional services shall be compensated separately on terms
to be agreed upon between the Administrator and the Trust from time to time.
Section 3.4 Indemnification. The Trust shall indemnify and hold the Administrator
harmless from and against any loss, damages, cost or expense (including the costs of investigation,
preparation for and defense of legal and/or administrative proceedings related to a claim against
it and reasonable attorneys’ fees and disbursements), liability or claim incurred by reason of any
inaccuracy in information furnished to the Administrator by the Trust, or any act or omission in
the course of, connected with or arising out of any services to be rendered hereunder;
provided, that the Administrator shall not be indemnified and held harmless from and
against any such loss, damages, cost, expense, liability or claim incurred by reason of its
breach of its obligations under this Agreement, willful misfeasance, bad faith or gross negligence
in the performance of its duties, or its reckless disregard of its duties and obligations
hereunder. Such indemnity shall survive the resignation, removal or discharge of the Administrator
and the termination of this Agreement.
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ARTICLE IV
RESIGNATION AND REMOVAL OF ADMINISTRATOR
Section 4.1 Removal.
(a) Subject to Section 4.4, the Trust may remove the Administrator by written notice at any
time if any of the following events shall occur:
(i) if the Administrator shall violate any provision of this Agreement, the Trust
Agreement or the Investment Company Act and, after notice of such violation, shall not cure
such default within 30 days; or
(ii) if the Administrator ceases to meet the requirements set forth in Section 2.2(a)
of the Trust Agreement; or
(iii) if the Administrator shall be adjudged bankrupt or insolvent by a court of
competent jurisdiction, or a receiver, conservator, liquidator, or trustee shall be
appointed for or with respect to the Administrator, or for all or substantially all of its
property, or a court of competent jurisdiction shall approve any petition filed against the
Administrator for its reorganization, and such adjudication or order shall remain in force
or unstayed for a period of 30 days; or
(iv) if the Administrator shall institute proceedings for voluntary bankruptcy, or
shall file a petition seeking reorganization under the Federal bankruptcy laws, or for
relief under any law for the relief of debtors, or shall consent to the appointment of a
receiver or conservator for or in respect of the Administrator for all or substantially all
of its property, or shall make a general assignment for the benefit of its creditors, or
shall admit in writing its inability to pay its debts generally as they become due; or
(v) upon the voluntary or involuntary dissolution of the Administrator or, unless the
Trust shall have given its prior written consent thereto, the merger or consolidation of
the Administrator with any other entity; or
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(vi) at any time upon 60 days’ prior written notice.
If any of the events specified in clauses (ii), (iii), (iv) or (v) of this Section 4.1(a)
shall occur, the Administrator shall give immediate written notice thereof to the Trust.
(b) Subject to Section 4.4, the Administrator shall be removed immediately upon (i)
termination of the Trust Agreement, (ii) termination of the Paying Agent Agreement, (iii)
termination of all of Collateral Agreements, (iv) termination of the Custodian Agreement, or (v)
the resignation or removal of the Paying Agent, the Collateral Agent or the Custodian.
Section 4.2 Resignation. Subject to Section 4.4, the Administrator may at any time
resign by giving 60 days’ written notice by registered or certified mail to the Trust in accordance
with the provisions of Section 6.3. Such resignation shall take effect upon the appointment of a
successor Administrator by the Trust.
Section 4.3 Appointment of Successor. If the Administrator hereunder shall resign or
be removed, a successor may be appointed by the Trust by an instrument or concurrent instruments in
writing signed by the Trustees. Every such successor Administrator appointed pursuant to the
provisions of this Agreement shall satisfy the requirements set forth in Section 2.2(a) of the
Trust Agreement and shall be a United States person within the meaning of Section 7701(a)(30) of
the Internal Revenue Code of 1986, as amended.
Section 4.4 Effectiveness of Resignation or Removal. No resignation or removal of
the Administrator shall be effective until a successor Administrator shall have been appointed and
shall have accepted the duties of the Administrator. If, within 30 days after notice by the
Administrator to the Trust or by the Trust to the Administrator of any such resignation or removal,
no successor Administrator shall have been selected and accepted the duties of the Administrator,
the Administrator may apply to a court of competent jurisdiction for the appointment of a successor
Administrator.
Section 4.5 Acceptance by Successor. Every successor Administrator appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Trust an
instrument in writing accepting such appointment hereunder, whereupon such successor, without any
further act, deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, duties and obligations of its predecessors. Such predecessor shall, nevertheless,
on the written request of its successor or the Trust, execute and deliver an instrument
transferring to such successor all the estates, properties, rights and powers of such predecessor
hereunder. Every predecessor Administrator shall forthwith deliver all
records or other property of the Trust then in its possession or custody to its successor.
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ARTICLE V
RECORDS AND REPORTS
Section 5.1 Books and Records; Inspection and Copying. The Administrator shall keep
(or cause to be kept) appropriate, and reasonably detailed and accurate, books and records of all
its activities pursuant to this Agreement. The Trustees shall have the right to inspect such books
and records during the Administrator’s normal business hours upon reasonable request, and to make
copies of the same at the expense of the Trust.
Section 5.2 Access to Information. The Administrator shall make available to each of
the Trustees all information it receives and compiles with respect to the Contracts and the
Treasury Securities, the monies available to the Trust, the financial condition of the Trust and
all other relevant matters concerning the Trust.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Term of Agreement. This Agreement shall continue in effect until the
completion of liquidation of the Trust in accordance with Section 8.3(c) of the Trust Agreement.
Section 6.2 No Assumption of Liability. By executing this Agreement, none of the
Trustees assumes any personal liability hereunder. The Trust Agreement was executed or made by or
on behalf of the Trust by the Trustees as trustees and not individually and the obligations of this
Agreement are not binding upon any of them or the holders of the Securities individually but are
binding only upon the assets and property of the Trust.
Section 6.3 Notices.
(a) All notices and other communications provided for in this Agreement, unless otherwise
specified, shall be in writing (including transmittals by telex or telecopier) given at the
addresses set forth in the following sentences or at such other addresses as may be designated by
notice duly given in accordance with this Section 9.3 to each other party hereto. Until such
notice is given, (i) notices to the Administrator shall be directed to it at U.S. Bank National
Association, Corporate Trust Services, Attention: 2010 Swift Mandatory Common Exchange Security
Trust, 000 X. 0xx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Telephone
9
No.: (000) 000-0000, Facsimile No.: (000) 000-0000; (ii) notices to the Trust or the
Trustees shall be directed to the Trustees at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000, Facsimile No.: (000) 000-0000, Attention: X. Xxxxxxx, with a copy to Xxxxx X. Xxxx, Paul,
Hastings, Xxxxxxxx & Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Facsimile No.: (000) 000-0000; and (iii) notices to Sellers shall be directed to each of them at
X.X. Xxx 0000, Xxxxxxxx, XX 00000, Attention: Xxxx Xxxxxx, with a copy to Xxxx Xxxxxxx, Xxxxxxx
Law Firm, P.C., L.L.O., 000 Xxxxx 00xx Xx., 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, with a copy to
Xxxxxxx X. Xxxxxxx, Xxxxxx & Xxxxxxxxx LLP, Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX
00000-0000.
(b) Each such notice given pursuant to Section 6.3(a) shall be effective (i) if sent by
certified mail (return receipt requested), 72 hours after being deposited in the United States
mail, postage prepaid; (ii) if given by telex or telecopier, when such telex or telecopied notice
is transmitted (with electronic confirmation of transmission or verbal confirmation of receipt); or
(iii) if given by any other means, when delivered at the address specified in this Section 6.3.
Section 6.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Section 6.5 Severability. To the extent permitted by law, the unenforceability or
invalidity of any provision or provisions of this Agreement shall not render any other provision or
provisions contained in this Agreement unenforceable or invalid.
Section 6.6 Amendments; Waivers. Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by the Administrator and the Trust or, in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by either party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not
exclusive of any rights or remedies provided by law.
Section 6.7 Non-Assignability. This Agreement and the rights and obligations of the
parties hereunder may not be assigned or delegated by either party without the prior written
consent of the other party, and any purported assignment without such consent shall be void.
10
Section 6.8 Provisions of Law to Control. This Agreement shall be subject to the
applicable provisions of the Investment Company Act and the rules
and regulations of the Commission thereunder. To the extent that any provisions contained in
this Agreement conflict with any applicable provisions of the Investment Company Act or such rules
and regulations, the latter shall control.
Section 6.9 No Third Party Rights; Successors and Assigns. This Agreement is not
intended and shall not be construed to create any rights in any person other than the Administrator
and the Trust and their respective successors and assigns and no person shall assert any rights as
third party beneficiary hereunder. Whenever any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party. All the covenants
and agreements contained in this Agreement by or on behalf of the Administrator and the Trust shall
bind, and inure to the benefit of, their respective successors and assigns whether so expressed or
not, and shall be enforceable by and inure to the benefit of the Trust and its successors and
assigns.
Section 6.10 Counterparts. This Agreement may be executed, acknowledged and
delivered in any number of counterparts, each of which shall be an original, but all of which shall
constitute a single agreement, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
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EXECUTION VERSION
IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be duly
executed and delivered as of the first date set forth above.
| U.S. BANK NATIONAL ASSOCIATION |
||||
| By: | /s/ Xxxx X. Xxxxxx-Xxxxx | |||
| Name: | Xxxx X. Xxxxxx-Xxxxx | |||
| Title: | Vice President | |||
| THE TRUST: 2010 SWIFT MANDATORY COMMON EXCHANGE SECURITY TRUST |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx, as Trustee | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, as Trustee | ||||
| By: | /s/ Xxxxx X. X’Xxxxx | |||
| Xxxxx X. X’Xxxxx, as Trust | ||||
