5. Firm authorize and empower trustees to appear on behalf of firm or any of its members in the event that any bankruptcy proceedings, or any suit or other proceeding shall be instituted in any court or courts against firm or against corporation and also to institute and prosecute these actions or proceedings as trustees may deem proper in the name of firm or otherwise. And firm agrees to cooperate with trustees in any proceedings, by presenting, verifying and filing the proper petition, complaint or other document as may be requested by trustees.

6. Directors of corporation are authorized and empowered, in their discretion, to pay in full, or to adjust, compromise and settle the claims of creditors for rent, insurance, payrolls and clerk hire or other charges, incurred in the conduct of the business of firm, or of corporation, or which may be entitled to priority under the provisions of any law or statute, and also to pay the charges of the accountants for the examination of the books of firm; and also to pay in full, adjust, compromise and settle any and all claims now existing against firm which in their sole and absolute discretion, they shall deem it advisable to do, it being understood that in their sole discretion they may cause to be paid in full the claims of some existing creditors of firm without requiring any extension of the time of payment.

These directors are also authorized and empowered to effect and agree to adjustments and compromises of the claims of creditors, including those creditors who may have or claim to have liens or security, and also to effect and agree to adjustments and compromises with parties indebted to firm and to corporation, and to grant and consent to extensions and renewals in their discretion.

7. It is agreed that the creditors assenting to this agreement shall not waive any lien or security held by them respectively, and that they shall not be required to surrender any of their legal rights, but that any creditors having security by way of pledge or otherwise, shall be entitled to enforce them, but shall at the request of trustees agree to extend the time for the payment of any balance that may be due from firm on the same terms as general creditors.

The directors are authorized and empowered to release to any creditor, or other party, any property which may come into their possession subject to lawful lien, pledge or ownership; also to pay over the proceeds of any property or merchandise to which any creditor is lawfully entitled, which may have been sold or which corporation may sell; also to pay the amount of any lien in order to acquire full title to any property, if they desire; and also to agree to take from any creditor holding collateral security for a debt or obligation, any security for use in the business, without prejudice to the lien of creditor, and to enter into any agreement with the creditor surrendering collateral as shall protect the lien and enable corporation to pay the proceeds of the collateral before or after manufacture or sale by corporation.

8. The directors shall have the right to declare partial dividends from time to time in their discretion on account of the claims of the several creditors. The legal liability of firm and of corporation to any and all creditors is expressly preserved, and the claim of any creditor against any individuals or parties secondarily liable shall not be deemed released, prejudiced or impaired.

9. After the payment of expenses of the trust, including the compensation of the counsel and agents of trustees, and after the payment in full of all the creditors of firm, assumed by corporation as provided, the stock of corporation transferred by firm to trustees shall be reassigned to the firm or their nominees, and all rights and duties of trustees under this agreement shall cease. Trustees agree to serve without compensation.

10. Any trustee shall have the right to resign at any time by notice in writing to his cotrustees.

In case any one of trustees shall cease to act by reason of death, resignation or other cause, the vacancy created shall be filled by the written appointment of a majority of remaining trustees. If the manner of selection shall for any reason be impossible, a new trustee or new trustees shall be selected by the written appointment of a majority in amount of creditors.

The term "trustees," as used in this agreement, shall be held to mean the trustees, or their successors, and all powers given to trustees shall be vested in and exercised by any successor appointed pursuant to these terms.

Trustees are authorized to make rules for their own guidance as they may desire, and if they so determine, any questions of difference may be controlled by the majority of trustees.

Trustees shall not be liable for any act or omission of their employees or representatives, nor shall one trustee be liable in any way for the act of the others, nor for any error of law or mistake of judgment, it being expressly understood and agreed that trustees shall in no event be subject to any liability whatever except only for acts of bad faith or wilful misconduct.

11. For the better and more effectual execution of this agreement, and of the trust created, firm make, constitute and appoint trustees and their successors, their true and lawful attorneys irrevocably, with full power of substitution, and with authority to transact and permit all acts, deeds, matters and things which may be necessary or proper in the premises, and for the full execution of the trust, and particularly to settle, compromise and adjust all claims and demands in favor of firm and to give leases and discharges; to execute any and all deeds, instruments, stock transfers, proxies, bills of sale and other documents in the names of firm, or any of them; and to indorse all checks, drafts or other instruments for the payment of money in the name of firm, or any of them, and to collect the proceeds. Also, to indorse in the name of firm, or any of them, transfers of any stocks or other instruments and in general to perform all acts, matters and things necessary or proper to carry into effect the trust declared, as fully and as effectually as firm and its members could do if these presents had not been made.

12. Firm covenant and agree that at any time, and from time to time upon the request of trustees, they will execute other and further assignments, deeds, bills of sale, transfers, powers of attorney, and other instruments as may be considered by trustees to be proper or necessary for carrying into effect the intention and purposes of this agreement, or for securing to corporation the property transferred and conveyed.

13. The trust set forth in this agreement shall be fully executed during the lifetime of _________ and _________, or within _________ years, whichever shall be the shorter period, or within any shorter term as shall be required to comply with any statute or law as to perpetuities governing any of the property or transactions provided for.

14. Trustees shall have the right to apply to the _________ Court of the State of _________ in any action where trustees shall be plaintiffs, and firm and corporation shall be defendants, for a decree discharging trustees from all further liability, which decree may be made in the action upon proof by affidavit that notice of the bringing of the action and application for the decree has been given by trustees by mailing a notice to each and every creditor who has become a party to this agreement by executing a written consent, addressed to the last-known post-office address of the creditors. This decree shall release and discharge trustees and their legal representatives from any and all further liability, or in respect to any matter or thing relating to the trust. Any creditor or creditors may intervene in the action as a party.

15. Trustees accept the trust imposed upon them and agree faithfully to perform it.

In witness, the parties have affixed their hands the day and year first written above.