Replies to post #226944 on Sulja Bros. Building Supplies, Ltd (SLJB)

[Coopermun]

Must not read cuz we read it before, cuz. Inbreeding getting you ignosthicks fired up. You go cover now before market goes up. Thanks for your "he's behind the grassee knoll" approach to flogging. I can't bear to see you negstars worried about your "investment" going up. This is what Christmas does to you. If I were Peter, I would not have responded to you "know it all's" who can't seem to find the right angle for your agenda. Or your "concern" for newbees. Cover your naked shorts and fire the whole bunch there on the payroll. As we can tell for a while, you serve us shareholders no service but to regret or sell. How does that help you? Why do want lower pricing which you are pushing for?
Well goodnite and sweet SLJB dreams.
This my op. Don't like, sorry. Do, jolly!

[ChannelTrader]

LOL Lasernat pushed him into responding to the trust agreement debacle !

[Ragz]

TRUST AGREEMENT
USED FOR MULTIPLE COMPANIES/ENTITIES (MERGER?)
Sample only

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TRUST AGREEMENTTHIS TRUST AGREEMENT (the "Agreement") is made as of the l5th day ofDecember, 20}5,by CORPORATION FOR NATIONAL RESEARCH INITIATMS, a Districtof Columbia non-profit corporation ("CNRI"), INTERNET SOCIETY, a District of Columbianon-profit corporation (*ISOC-), as Settlors, the INTERNET ENGINEERING TASK FORCE("IETF"), and the INITIAL TRUSTEES as defined herein.ARTICLE I.IDENTIFICATION OF TRUST1.1 Name. The trust created by this Agreement shall be known as the "IETF Trust."ARTICLE II.PURPOSE OF TRUST2.1 Pumose. The purposes for which the Trust is organized and operated are toengage exclusively in such charitable, educational, and scientific activities as may qualify it forexemption from federal income tax under Section 501(cX3) of the Code (as defined below).Such purposes include, but are not limited to, the advancement of education and public interestby acquiring, holding, maintaining and licensing certain existing and future intellectual propertyand other property used in connection with the Internet standards process and its administration,for the advancement of the science and technology associated with the Internet and relatedtechnology.ARTICLE III.DEFINITIONS3.1 Definitions. As used in this Agreement, the following terms shall have theindicated meanings:"Beneficiary" has the meaning described in Article IV."Code" means the United States Internal Revenue Code of 1986, as amended, and anyapplicable regulations thereunder."Effective Date" shall mean the date first stated above."Eligible Person" means, subject to Section 6.1, a then-current member of the IAOC,duly appointed and in good standing in accordance with the procedures of the IAOC establishedpursuant to IETF document BCP 101, RFC 4071 (April 2005), and any duly approved successordocuments, updates or amendments thereto, including the RFC issued to update BCP-101 toreflect the establishment of this Trust."IAOC- means the IETF Administrative Oversight Committee, as constituted inaccordance with IETF document BCP 101, RFC 4071 (April 2005), and any duly approvedsuccessor documents, updates or amendments thereto, including the RFC issued to update BCP-101 to reflect the establishment of this Trust.
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..IESG" means the Internet Engineering steering Group as constituted in accordancewith RFC 2026 andany duly approved successor documents thereto...IETF" means the Internet Engineering Task Force, which is dedicated to thedevelopment and publication of lnternet standards, specifications and related documents on acharitable, non-profit basis...IpR" means the property and rights as described and/or listed on Schedule A attachedhereto, including intellectual prope.ty, domain names and other property listed thereon.,.Initial Trustees" means the duly appointed members of the IAOC as of the EffectiveDate who are listed on Schedule B attached hereto and who have executed this Agreementbelow..,persono' means an individual, corporation, partnership, limited liability company,association, trust or other entity or organization or governmental authority'"Pu4)ose" means the purpose for which the Trust is formed as described in Article II."Settlor" means either of CNRI or ISOC, and "settlors" means both CNRI and ISOC."Trust" means the Trust formed hereby under the laws of the Commonwealth of Virginia."Trust Assets" means the IPR and, subject to the provisions of Article V, any additionalproperty and rights that may be contributed or assigned to the Trust or otherwise become a partif fit" irust, in-luding without limitation any property, rights or derivative works created usingany of the foregoing or other Trust Assets which are assigned to the Trust in accordance with theterms hereof."Trustee" or "Trustees" mears, subject to the provisions of Anicle VI below, the InitialTrustees, and any individual that becomes a successor Trustee hereunder. The use of thesingular "Trustee" herein may refer to one or more Trustees.ARTICLE IV.BENEFICIARYThe Beneficiary of the Trust shall be the IETF as a whole and not any individuals whomay participate in IETF activities or either of the Settlors. In the event that the IETF ceases to,or plans to cease to, develop technical standards for the Intemet, then upon and only upon the"*pte.s written consent of the IESG, or the IESG's successor as the leadership of the IETF, theIETF's successor with respect to the development of technical standards for the Intemet shallbecome the successor Beneficiary under this Trust; provided that neither of the Settlors nor anyaffrliate of either Settlor shall become such successor organization or successor Beneficiary, andprovided, further, that if either the IESG or its successor does not consent to the IETF's,u"r"rrot becoming the beneficiary hereunder, or if neither the IESG nor its successor are thenexisting, the successor Beneficiary shall be jointly designated by the Settlors.
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ARTICLE V.TRUST ASSETS5.1 Contribution of IPR. Settlors hereby transfer to the Trust on the Effective Date,except ur othrt*i* p.ovided in Schedule A, without representation or warranty on an *AS IS",quitclaim basis, all oitheir right, title and interest, if any, in and to their respective IPR. For theavoidance of doubt, Settlors acknowledge that the IPR that each shall so contribute to the Trustmay include IPR developed by or on behalf of IETF. On and/or after the Effective Date, as the"*" *uy be, the Trust ihall have the full ownership and enjoyment of the IPR. Settlors shallpromptli thereafter make the necessary arrangements to record the transfers of their respectivetights and interests in the IPR, as reasonably required by the Trustees. The IETF hereby,J"*rr, remises, transfers, and quitclaims to the Trust all of its right, title, and interest, if any, inand to the IPR.5.2 Contribution or License of Other Property. The Trustees will encourage otherswho may hold rights and interests in intellectual property, domain names or other propertyrelevant to the IETF to similarly transfer all of their respective right, title and interest therein tothe Trust, including by licensing to the Trust (preferably on a perpetual, irrevocable, worldwide,royalty-free basis), with the right to sublicense, rights to practice their inventions and patents,which the Trust may use and license to third parties in accordance with Section 9.5 of thisAgreement; provided, however, that no contribution, transfer, or license of such rights orinierests shall be deemed accepted as part of the Trust Assets unless the Trustees haveaffrrmatively, in writing, accepted the applicable right or interest.5.3 Bank Account: Additional Contributions. The Trustees shall, promptly after theexecution of this Agreement, establish and maintain a bank account in the ftlme of the Trust andmay receive funds for the Trust, as appropriate, to be held in such bank account. Any Personmay contribute additional frrnds as well as property to the Trust; provided, however, thatacceptance of any contributions to the Trust shall be subject to the approval of the Trustees. Anysolicitation of funds shall be done in accordance with applicable legal requirements, includingrequirements related to registration or fundraising (to the extent applicable).ARTICLE VI.TRUSTEES6.1 Trustees: Successor Trustees.(a) The Trustees shall consist of Eligible Persons who have agreed in writing tobecome, and to fulfill the duties of, Trustees hereunder. No Person who is not an Eligible Personshall be permitted to become a Trustee hereunder. Individuals shall be eligible to be Trusteesonly for so long as they are Eligible Persons. In the event from time to time individuals who arenot currently Eligible Persons become Eligible Persons, such individuals shall become Trusteeshereunder upon agreeing in writing to become, and to fulfill the duties of, Trustees hereunder.By executing this Agreement, the individuals listed on the signature page hereto under theheading "Initial Trustees" are agreeing to become, and to fuIfilIthe duties of Trustees hereunder,and no further writing or instrument shall be necessary in order for such individuals to becomeInitial Trustees hereunder.
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(b) In the event that a Trustee ceases to be an Eligible Person, such Trustee shallautomatically be removed as a Trustee hereunder and shall, upon the reques! of the remainingTrustees, confirm such removal in writing. No vote or action taken by any Trustee (other thantheir reslgnation as a Trustee) following his or her ceasing to be an Eligible Person shall beeffective or valid for any purpose whatsoever, and such individual shall not be included in thenumber of Trustees for purposes of determining quorum or the number of Trustees necessary toapprove or authorize an action in accordance with Section 7.1.(c) Notwithstanding the foregoing, if for any reason there are fewer than threeindividuais serving as Trusteei then the IESG, or the IESG's successor as the leadership of theIETF, shall appoiit on" or more individuals to serve in a temporary capacity as Trustee(s) untilsucceeded UyEtigiUte Personso so that there are at least three Trustees at all times.(d) Any successor Trustee shall succeed to all of the powers, authorities, rights,discretions, immunitieso estates, titles, duties and obligations of a Trustee hereunder, without thenecessity of any conveyance or the taking of any action whatsoever.6.2 Oualification. No Person shall be required to be a resident of the Commonwealthof Virginia in oraei to be a Trustee. To the maximum extent permitted by law, no Trustee,whether or not a resident of the Commonwealth of Virginia or otherwise, shall be required to:a. take actions or meet requirements to qualiff as a Trustee other than asrequired by Section 6.1(a);b. in the case of a Person that is not a resident of the Commonwealth ofVirginia, file any submission to jurisdiction or appoint any agent for service of process in theCommonwealth of Virginia;c. fumish anY bond or suretY; ord. issue or make accounts with respect to the Trust or the property containedtherein or for their actions as a Trustee, to a Commissioner of Accounts or any other Person,either upon becoming a Trustee or from time to time thereafter.Notwithstanding the foregoing, to the extent that applicable law requires any Trustee toundertake any of the actions described in items (a) to (d) above, such Trustee hereby agrees (l)to submit to jurisdiction in the Commonwealth of Virginia (in the case of item (b))' (2) toundertake such action and (3) to file with the appropriate Person any documents, instruments,agreements or certificates required in connection therewith.ARTICLE VII.POWERS, RIGHTS AND OBLIGATIONS OF TRUSTEES7.1 Powers and Obligations of Trustees.(a) Except as limited by this Agreement, the Trustees shall have all powers grantedby law *a rn* bi responsible for and may take such actions as are required to assure theeifective day-to-day operation of the Trust. However, except as otherwise expressly permitted
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hereunder, the Trustees shall not, and shall not have the right or power to, (i) exchange,distribute, assign, sell, transfer, renounce' or convey the Trust Assets, (ii) terminate the TrustAssets' registra=tion, ot liii; enter into a license for, grant an option on' or encumber the TrustAssets in a manner that is not in compliance with the provisions of Section 9'5.(b) As promptly as reasonably practical following the Effective Date, the TrusteessnAt puUflsh, or trave puUiished, procedures for administration of the Trust, reimbursement byTrustees of their fees anA "*p"nr"r from the Trust, management of the Trust Assets, conflicts ofinterest and standards of conduct. Thereafter, the Trustees may amend such procedures fromtime to time.(c) The Trustees shall use reasonable efforts to secure contributions or commitmentsfrom third parties to contribute or make available suffrcient funds to or on behalf of the Trust toadministerihe Trust and to maintain the Trust Assets at least until July 1,2010, including but notlimited to the payment of filing and maintenance fees for the Trust Assets as deemed reasonableand appropriate.(d) It is the express intent of the Settlors that this Trust not become (and any court notorder that this Trust be) invalid or terminated or the Trust Assets be released from trust, except asexpressly permitted by Section 10.1.(e) The Trustees shall report annually to the IETF community conceming theactivities of the Trust, including grants or licenses given by the Trust, demonstrating that theTrust is being operated in furtherance of the Purpose.7.2 Decision-makine. A quorum for a meeting of the Trustees shall be a majority ofthe Trustees then in onice. Except as otherwise provided in this Agreement all decisions of theTrustees must be approved by majority vote of the Trustees then in office. No Trustee shall havethe power to act ot bit d the Trust unless specifically so authorized in accordance with theimmediately preceding sentence.7.3 Delegation. The Trustees shall have the authority to delegate certain duties andresponsibilities of administering the Trust to other individuals or entities who shall remain underthe supervision, direction and control of the Trustees. The Trust shall have the authority tocontract with third parties to carry out any actions necessary to acquire, hold, maintain andlicense Trust Assetjsubject to the limitations of this Agreement. No such delegation or thirdparfy shall permit any other Person to take any action that would not be permitted to be taken bya Trustee or the Trustees hereunder.7.4 No Prudent Investor Standard. The Trustees shall not be required to follow the..prudent inu6toa" or *y similar rule, and in particular, the "prudent investor" or any similarrule shall not constitute, or be deemed to constitute, a basis for the exchange, distribution,assignmento sale, transfer, conveyance, grant of an option on, or encumbrance on the TrustAssits. In addition, the Trustees shall not be under any obligation to diversiff the Trust Assets.
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7.5 No Liabilitv for Acts of Predecessor Trustee. No Trustee shall be responsible orliable for the u"t, or ornirtiotrr of any predecessor Trustee, or of a custodian, agent, depositary orcounsel selected with reasonable care.7.6 Fees and Expenses of Trustees. The Trustees are collectively authorized toreimburse thr-r"lu., fro* th. T*st for reasonable expenses incurred in the administration ofthe Trust, upon promulgation of, and in accordance with, the procedures therefore referred toabove in Section 7.1(b). Unless otherwise expressly provided herein, no Trustee shall be entitledto compensation for his or her services as Trustee hereunder.7.7 Limitation on Trustee Liabilitv. No Trustee shall be liable to the Trust or anyother person foimonetary or other damages for breach of fiduciary duty as a Trustee to themaximum extent permitted by Virginia law; providedo however, that this provision shall not limitthe liability of a irustee (a) for any breach of the Trustee's duty of loyalty to the Trust or (b) asotherwise iequired by Virginia law. If Virginia law be hereafter amended to authorize the furtherelimination ot li-itution of liability of Trustees, then the liability of the Trustees shall be limitedto the fullest extent permitted by Virginia law, as so amended, and such elimination or limitationof liability shall be in addition to, and not in lieu of, the limitation on liability provided in theprevious ientence. Any repeal or amendment of this section shall be of prospective effect onlyand shall not adversely affect any limitation on the liability of the Trustee existing at the time ofsuch repeal or amendment.ARTICLE VIII.TERM OF TRUST8.1 Term. The Trust shall be for an indefinite term; provided, however, that, if thisAgreement would be unenforceable in the event that it were to continue in perpetuity orotherwise violate the Rule against Perpetuities, then the term of this Agreement shall be limitedto the maximum period permitted by law. Notwithstanding the foregoing, on or after July l,2010, the Trustees, acting by at least a two-thirds majority vote, may elect to terminate theTrust.8.2 Distributions Upon Dissolution. Upon the termination or dissolution of the Trustfor any reason, the Trust Assets shall be distributed to an organization to be used in furtheranceof the Purpose, after the payment or making provisions for the payment of all of the liabilitiesof the Trust; provided that neither of the Settlors nor any affiliate of either Settlor shall soreceive any Trust Assets. Any such Trust Assets not so disposed of shall be disposed of by acourt of competent jurisdiction of the county in which the principal office of the Trust is thenlocated, exclusively for such Purpose.ARTICLE Ix.ADMIIISTRATION OF TRUST9.1 Income. After payment of all expenses of administering the Trust andmaintaining the Trust Assets, any part or all of the net income of the Trust may, in the absolutediscretion of the Trustees, be retained or paid to or applied for the benefit of the Beneficiary tobe used in firrtherance of the Purpose, at such intervals and in such amounts as the Trustees6
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from time to time deem requisite or desirable and/or to comply with any applicable legalrequirements. Any net income not paid or applied shall be added to and become a part of theprincipal of the Trust.g.2 principal. After payment of all expenses of administering the Trust andmaintaining the Trust Assets, in'the absolute discretion of the Trustees, the principal shall beretained or used in furtherance of the Purpose, at such intervals and in such amounts, as theTrustees from time to time deem requisite or desirable and/or to comply with any applicablelegal requirements (it being understood and agreed that this section shall not override' and shallbJsubject to, the provisions of Sections 7 .l andT '3)'g.3 Expenses. The Trustees shall pay from amounts contributed by third parties orfrom the Trust Assets the expenses of administering the Trust, which may include, but shall notbe limited to, the reasonabli costs of administering the Trust, including legal and accountingfees, as appropriate, the payment of filing fees and maintenance fees for the Trust Assets, andthe reasonable cosis incuned in administering the Trust. In no event may the Trusteesliquidate or distribute IPR in order to pay such expenses, to pay any tax or to acquire ormaintain any exemption from federal income tax under Section 501(cX3) of the Code or tocomply with the minimum distribution requirements of Section 4942 of the Code.g.4 Maintenance of the Trust Assets. The Trustees shall take reasonable steps tomaintain tft. uutu., uAiaity and enforceability of the Trust Assets that are subject toregistration, including by filing affidavits of continued use and applying for all renewals to the"*lt"nt permitted uy-appticauL h*. The Trustees shall have the right to prepare' file andpror"",rt registration applications in the Trust's n€tme, as the Trustees deem necessary in orderto maintain and protect the Trust Assets.9.5 Licenses. The Trust (acting through the Trustees) shall have the right to grant licensesfot tft. rrs. oittr" Trust Assets on such terms, subject to Section 7.1, as the Trustees deemappropriate; provided, however, that the Trust shall not grant any license that would beael-ia a transfer of ownership or abandonment of any Trust Assets under applicable law.Specifically, any license granted by the Trust for the use of the Trust Assets consisting of IPRoiher than rights in IETF standards-related documents (such as RFCs, Internet Drafts and thelike) that halve been acquired by the Trust through non-exclusive licenses granted by theircontributors pursuant to the IETF community-approved procedures currently set forth in RFC3g7g, and any community-approved updates and revisions thereto, shall include provisionsstating that (a) the licensee agr""s to grant and assign to the Trust all right, title, and interest it-uy f,un" or claim in any dirivative works of licensee that are based on or incorporate theIpI[, and (b) the licensee's use of the IPR and any goodwill associated therewith shall inure tothe benefit of the Trust.9.6 Enforcement. The Trustees shall have the right to take, and to determine whetheror not to take, uny urti*(s) with respect to any unauthorized use, infringement or dilution ofproperty included in the Trust Assets.g.7 Use of Trust Assets. The Trust Assets shall be used solely in firtherance of thepurpose. The Trust Asrets shall not inure or be payable to or for the benefit of any private
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individual, except that, subject to Sections 7.1,7.3, and 9.3, the Trust shall be authorized andempowered to pay reasonable compensation for services rendered and to make payments infurtherance of the purpose and as permitted by Section 7.6 hereof. The Trust Assets shall notbe used for the carrying on of propaganda, or otherwise attempting to influence legislation' Nopu.t orthe activiti.r oittt. Trust ahail be the participation in, or intervention in (including the'publishing or distributing of statements) any fohtical campaign on behalf of (or in oppositionioy any ,irrdidut. for ptiUtic office. Any other provision of this Agreement to the contrarynotwithstanding, the Trust shall not carry on any activities not permitted to be carried on by anorganization exempt from Federal Income Tax under Section 501(a) and Section 501(c)(3) ofthe Code.ARTICLE X.MISCELLANEOUS PROVISIONSl0.l Amendments. Prior to July l, 2010, this Agreement may be amended only byunanimous written *o*tt of both of the Settlors and two-thirds of the Trustees. After July 1,2010, the Trustees may unilaterally amend the provisions of this Agreement without the writtenconsent of the Settlors, except that no amendment shall be made with respect to the requirementthat the Trust be used in furtherance of the Purpose or subject to the provisions of Sections 2.1and9.7.10.2 Severability. If any term or other provision of this Agreement is invalid, illegal orincapable of U"ingretrf*.ed by any rule of law or public policy, all other conditions andprovisions of this Agreement sirall nevertheless remain in full force and effect so long as theeconomic or legal rJbrtutr." of the activities contemplated hereby is not affected in a mannermaterially adverse to the Trust. Upon such determination that any term or other provision isinvalid, ittegat or incapable of being enforced, the Settlors (if prior to July 1, 2010) and theTrustees shall modifl, ttris Agreement so as to effect the Purpose as closely as possible in anacceptable manner tothe end ihat the Purpose is fulfilled to the fullest extent possible.10.3 Successors and Assiens: Third Party Bengficiaries. Except as expressly providedherein, neither this Agreement nor any rights or obligations hereunder may be assisned'delegated or otherwise iransferred. Any attempted assignment, delegation or transfer that doesnot Jomply with the provisions of this section shall be null and void. Nothing in this Agreement,express oi implied, is intended to or shall confer upon any third party any tights, benefits orremedies of any nature whatsoever under or by reason of this Agreement unless expresslyprovided herein.10.4 Entire Agreement. This Agreement constitutes the entire agreement of the partieshereto with respert to G subject matter hereof and supersedes all prior agreements and_understandings, -both oral and written, between the parties with respect to the subject matter ofthis Agreement.10.5 Governing Law. This Agreement and the Trust created hereby shall be governedin accordance with ttre law of the Commonwealth of Virginia, without giving eflect to theconflict of laws principles thereof. The original place of administration of the Trust shall be
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Virginia but the place of administration of the Trust may be transferred after July 1,2010, orfroi time to time thereaftero to such place or places as the Trustees deem appropriate'10.6 Countemarts. This Agreement may be executed in counterparts, each of which,includingtho''@','hallbedeemedanoriginalandallofwhichcounterpartstaken together shall constitute one and the same instrument.[Signatures follow on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executedby their authorized representatives as of the date first above written.SETTLORS:CORPORATION FOR NATIONAL RESEARCHINITIATryESBy:President & CEOINTERNET SOCIErynI )\ r\[Bv: -'(>^'--/\ A\l\-?---,L*"M.)t"Aao*President & CEOINTERNET ENGINEERING TASK FORCEBy:Brian E. CarpenterChairINITIAL TRUSTEES:nne Adam SoininenKurt Erik Lindqvistl0
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L | l /L EV OI I' 6 ( ,r Sv v t r . . v vr ^ r r eIN WITNESS WHEREOF, thc partics hereto havc causcd this Agrcemeot b be executcdby thcir authorizeA reprcscatativcs as of the dee first above writh.SETTLORS:CORRIRATION FOR. NATIONAL RESEARCTIINITIATNTESItobortE.Ituhhesidcnt & CEOINTERNET SOCIETYBy:LynnM. St.AmoruPrcsidcat& CEC)Lucy Elizebcth LynchStcDhcn D. CrockarLynn M. StAnourhrlic L. DaiglcRrynoad G. Pelletier, Ir.E&rund B. JtskcvicituJonrc Adam SoinincnBy:By: , \l h-.-_)..'Bdan E. CrpcttcrINTII.AL TRUSTEES:Kurt ErikLindrqvistl0
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Marks:Domain Names:Current Data:Historical Data:SCHEDULE A - CONTRIBUTED IPRIETF (used in connection with administrative services)IETF SECRETARIATAnd all rights of every kind throughout the world, whether under thecommon law or stafute, in and to all other trademarks, trade names, logos,designs and the like that include the terms "IETF", "Internet EngineeringTask Force", "IRTF", "Internet Research Task Force", *IESG", "InternetEngineering Steering Group", "IAB", "Internet Architecture Board"o orany combination or variation of such terms (including without limitationthe IETF "4 diamonds" logo), or any terms that are confusingly similarthereto, and all applications, registrations, renewals and reservationsthereof.IETF.ORGIESG.ORGIRTF.ORGIAB.ORG(and all subdomains thereof;All of its rights in, and copies of, each of the following materials that iscurrently used (as of the Effective Date) in the administrative, financialand/or other operation of the IETF:a) IETF-related databases of current participants and relatedinformation;b) current mailing lists and web pages;c) working group and IESG materials that are currently actively used;andd) current Internet Drafts and Request for Comments.a) "HistoricalDatd'meanscollectively:i) records of past IETF meetings, including working groupmeetings, participants at each working group meeting, andoverall meeting attendees;iD records of past Internet Drafts and their processinghistories: andl l
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b)iii) records of past Request for Comments and their processinghistories.In the event that a Settlor extracts Historical Data, such Settlor willpromptly provide copies of such Historical Data to the Trust;provided, however, that no Settlor will be under any obligation toextract Historical Data unless such Settlor and the Trustees haveprior thereto agreed on reasonable compensation to be paid to suchSettlor by the Trust for reasonable costs incurred by such Settlor inperforming such extraction, reproduction and any other tasks orwork associated therewith. Settlor's rights in extracted HistoricalData will be transfened to the Trust when copies of such HistoricalData are actually provided to the Trust.Each Settlor shall use reasonable efforts not to intentionally andknowingly destroy, damage, alter or delete any material portion ofthe Historical Data before copies thereof have been received by theTrust, without the Trust's prior wriuen consent. Notwithstandingthe foregoing, it is expressly understood that there will becircumstances where Historical Data cannot be produced and/ormay be destroyed, damaged, altered or deleted as a result of naturalprocesses, technical constraints or other unintentional causes, andany resulting damage or inaccessibility shall not be deemed abreach of Settlor's obligations under this Section. No Settlor shallbe required to take actions other than are reasonable in accordancewith such Settlor's past practices and in accordance with suchSettlor's then curent document retention policies.A Settlor shall be entitled to request guidance from the Trust andthe Trustees from time to time regarding specific Historical Dataand/or whether specific Historical Data can be provided to thirdparties; the Trust and the Trustees shall respond to any suchrequest within 45 days.Copies of Historical Data extracted upon compulsion by any order,sunmons or subpoena issued by a court, governmental agency orlegislative body having jurisdiction, or if produced for any thirdparty, shall, to the extent permitted by such court, agency, orlegislative body, also be provided to the Trust at no charge beyondincremental costs; provided, however, that this paragraph shall notapply in the event that such order, sunmons or subpeona relates toany action or proceeding (i) initiated by any of the following: theTrust, any current or former Trustee or any Settlor, or any personor entity directly or indirectly acting on behalf or at the behest ofany of the foregoing, or (ii) to which any of the persons or entitiesdescribed in clause (i) is party.c)d)e)t2
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0Each Settlor shall at any time be entitled to transfer to the Trustcopies of any or all Historical Data; and in the event that the Trustdois not promptly accept such Historical Data" such Settlor shallbe entitled to take, and fully protected in taking, any action that itdeems appropriate with respect to any such Historical Data not soaccepted without regard to any other provision of this Schedule Aor the Trust Agreement.Not'fl/ithstanding anything to the contrary, the relationship of theSettlors to the Trust and the Beneficiary with respect to theHistorical Data shall be solely contractual and limited to theexpress duties set forth herein, and no Settlor shall be deemed tohave any fiduciary, implied or other duties, or any fiduciary orpartnership relationship, to the Trust or the Beneficiary. Neitherthe Trust nor the Beneficiary shall have, and each herebyirrevocably waives, any rights with respect to the Historical Dataother than such as are expressly set forth above, including rights ofaccounting, division, partition and access to the Historical Data.Neither the Trust nor any other person or entity shall have anyright to access any files, records or databases ofany Settlor toobtain Historical Data for themselves without such Settlor's priorwritten consent.s)l3
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SCHEDULE B - LIST OF INITIAL TRUSTEESBrian E. CarpenterStephen D. CrockerLeslie L. DaigleEdmund B. JuskeviciusKurt Erik LindqvistLucy Elizabeth LynchLynn M. St.AmourRaymond G. Pelletier, Jr.Jonne Adam Soininent4