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• (b) Upon the termination of the 4M Fund pursuant to this Section 13.01: <br /> (i) The 4M Fund shall carry on no business except for the purpose of <br /> winding up its affairs; <br /> (ii) The Trustees shall proceed to wind up the affairs of the 4M Fund and <br /> all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs <br /> of the 4M Fund shall have been wound up, including, without limitation, the power to fulfill or <br /> discharge the contracts of the 4M Fund, collect its assets, sell, convey, assign, exchange, <br /> transfer or otherwise dispose of all or any part of the remaining 4M Fund Property to one or <br /> more persons at public or private sale for consideration which may consist in whole or in part <br /> of cash, securities or the property of any kind, discharge or pay its liabilities, and do all other <br /> acts appropriate to liquidate its affairs; provided, however, that any position of all or <br /> substantially all of the 4M Fund Property shall require approval of the principle terms of the <br /> transaction and the nature and amount of the consideration by affirmative vote of not less than <br /> a majority of the Participants entitled to vote thereon; and <br /> (iii) After paying or adequately providing for the payment of all liabilities, <br /> and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary <br /> for their protection, the Trustees may distribute the remaining 4M Fund Property, in cash or in <br /> End or partly in each, among the Participants according to their respective proportionate <br /> allocation of Shares. <br /> • (c) Upon termination of the 4M Fund and distribution to the Participants as herein <br /> provided, a majority of the Trustees shall execute and lodge among the records of the 4M Fund <br /> an instrument in writing setting forth the fact of such termination, and the Trustees shall <br /> thereupon be discharged from all further liabilities and duties hereunder, and the right, title and <br /> r interest of all Participants shall cease and be cancelled and discharged. <br /> (d) A certification in recordable form signed by a majority of the Trustees setting <br /> forth an amendment and reciting that it was duly adopted by the Participants or by the Trustees <br /> as aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a <br /> majority of the Trustees, shall be conclusive evidence of such amendment. <br /> 13.02 Power to Effect Reorganization. If permitted by applicable Law, the Trustees, by <br /> vote or written approval of a majority of the Trustees, may select, or direct the organization of, <br /> a corporation, association, trust or other Person with which the 4M Fund may merge, or which <br /> shall take over the 4M Fund Property and carry on the affairs of the 4M Fund, and after <br /> receiving an affirmative vote of not less than a majority of the Participants entitled to vote at any <br /> meeting of the Participants, the notice for which includes a statement of such proposed action, <br /> the Trustees may effect such merger or may sell, convey and transfer the 4M Fund Property to <br /> any such corporation, association, trust or other Person in exchange for cash or shares or <br /> securities thereof, or beneficial interest therein with the assumption by such transferee of the <br /> liabilities of the 4M Fund; and thereupon the Trustees shall terminate the 4M Fund and deliver <br /> such cash, shares, securities or beneficial interest ratably among the participants of this 4M <br /> is Fund. <br /> 33 <br />