Covenant mutual liquidating trust
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The Cash Reserves and Partnership Assets to be granted, assigned and conveyed to the Managing Trustee as of the Effective Date will be held in the Trust, and the Managing Trustee will: (i) further liquidate the Trust Assets as it deems necessary to carry out the purpose of the Trust and facilitate distribution of the Trust Assets; (ii) protect, conserve and manage the Trust Assets in accordance with the terms and conditions hereof; and (iii) distribute the Trust Assets in accordance with the terms and conditions hereof.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..Each Beneficiary shall be entitled to participate in the rights and benefits due to a Beneficiary hereunder according to his Beneficial Interest.This LIQUIDATING TRUST AGREEMENT (this “Agreement”), dated as of February 11, 2013 (the “Effective Date”), by and among Behringer Harvard Short-Term Opportunity Fund I LP, a Texas limited partnership, as Grantor (the “Partnership”), Behringer Harvard Advisors II LP, a Texas limited partnership, as Managing Trustee (the “Managing Trustee”), and CSC Trust Company of Delaware, a Delaware corporation, as Resident Trustee (the “Resident Trustee” and, with the Managing Trustee, the “Trustees”).
WHEREAS, the principal purpose for which the Partnership was organized was to acquire, develop, construct, own, operate, improve, lease and otherwise manage for investment purposes, either alone or in association with others, a diversified portfolio of income-producing commercial or industrial properties as should from time to time be acquired by the Partnership and to engage in any or all general business activities related to or incidental to such principal purpose; WHEREAS, the Partnership will transfer all of its assets (the “Partnership Assets”) and liabilities to a trust (the “Liquidating Trust” or “Trust”) with Behringer Harvard Advisors II LP serving as its initial Managing Trustee, including cash reserves set aside for the contingent and existing obligations of the Partnership and the Liquidating Trust (the “Cash Reserves”); WHEREAS, the Managing Trustee shall administer the Liquidating Trust pursuant to the terms of this Agreement and, upon satisfaction of all liabilities and obligations of the Partnership and the Liquidating Trust, the Managing Trustee shall distribute the residue of the proceeds of the liquidation of the assets of the Partnership in accordance with the terms hereof.
Each Beneficiary shall take and hold the same subject to all the terms and provisions of this Agreement.
Covenant mutual liquidating trust comments