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HomeMy WebLinkAbout03-19-12_J 1505610101 REV-1500 ex t°'-'°' OFFICU\L USE ONLY PA Department of Revenue pennsylvaMa Bureau of Indfvidual Taxes """""`«.«,«~K««, County Code Year File Number PoeDx~so6oi INHERITANCE TAX RETURN Harrlsbur PA 1 >.28-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY 009-20-2109 10/03/2011 Decedent's Last Name Suffix VAN WYCK III (N Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix ,VAN WYCK S Ouse's Social Security Number Date of Birth MMDDYYYY 04121 /1930 Decedent's First Name MI PHILIP V Spouse's First Name MI CATHERINE ' A p -- THIS RETURN MUST BE FILED IN DUPLICATE WITH THE ':163-3a-0494 REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ~ 1. Original Return O 2. Supplemental Retum O 3. Remainder Retum (date of death prior to 12-13-82) O 4. Limited Estate O 4a. Future Interest Compromise (date of O 5. Federal Estate Tax Retum Required death after 12-12-82) O 8. Decedent Died Testate OD 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy 6f Trust) O 9. Litigation Proceeds Received O 10. Spousal Poverty Credit (date of death O 1 t. Election to tax under Sec. 9113(A) between 12-31-91 and ~-1-95) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0: Name Daytime Telephone Number JAMES D. FLOWER JR ' (717) 243-55 , . ~ , REGISTER OtESj7SE ~ ~ First line of address 7 . _ _ .FLOWER LAW, LLC _ _ _ p~~ ~ Second line of address ~'~ . 10 W. HIGH ST t.rt c.~ City or POSt Office State ZIP Code DATE FILED CARLISLE PA ! '.17013 ;~ ~? f.i ~- ~, ,.. ~] Correspondent's e-mail address: Jim@Flower-Law.com Under penakles of perjury, I declare that I have examined this return, Including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all iMonnation of which preparer has any knowledge. SIG RJ;_ OF~ERSON RESPONSj81e~FlJR FILU`YG RETUR , DATE ADDRESS / ~ Catherine Anne Van Wyck, 546 Summit Drive, Carlisle, PA 17013 SIG U OF PREP O THAN REPRESENTATIVE O E Flower Law, LLC, 10 W. High St., Carlisle, PA 17013 ` r PLEASE USE ORIGINAL FORM ONLY Side 1 L 1505610101 1505610101 J J 1505610105 REV-1500 EX Decedent's Social Security Number Dec~denrs Name: PHILIP V. R. VAN WYCK, III 009-20-2109 RECAPITULATION 1. Real Estate (Schedule A) ........................................... .. L '', 2. Stocks and Bonds (Schedule B) ..................................... .. 2. 3. Closety Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ... .. 3. 4. Mortgages and Notes Receivable (Schedule D) ......................... .. 4. 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)..... .. 5. 6. Jointly Owned Properly (Schedule F) O Separate Billing Requested ..... .. 6. 7. Inter-Vivos Transfers 8 Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested...... .. 7. 802,621.84 8. Total Gross Assets (total Lines 1 through 7) ........................... .. 8. ', 802,821.84 9. Funeral Expenses and Administrative Costs (Schedule H) ................. .. 9. ', 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) ......... ..... 10. ': 11. Total Deductions (total Lines 9 and 10) ............................ ..... 11. ', 12. Net Value of Estate (Line 8 minus line 11) ......................... ..... 12. 802,621.84 13. Charitable and GOVemmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) ................... ..... 13. 802,621.84 ', 14. Net Value Subject to Tax (Line 12 minus Line 13) ................... ..... 14. 0.00 !. TAX CALCULATION • SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (ax1.2) X .0 00 15. 16. Amount of Line 14 taxable -. _ _ _. _ _. . __ __ at lineal rate X .0 _ 16. 17. Amount of Line 14 taxable _ _ .... at sibling rate X .12 17. 18. Amount of Line 14 taxable . at collateral rate X .15 ' ' 18. 19. TAX DUE .................................................... ..... 19. 0.00 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT O Side 2 1505610105 1505610105 J REV-1500 EX Page 3 File NumEKr Decedent's Complete Address: Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. CredilslPayments A Prior Payments - B. Discount 3. Interest __ _ _ __ Total Credits (A + B) (2) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. fill in oval on Page 2, Line 20 to request a refund. (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0.00 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred :.......................................................................................... ~ ^ b. retain the right to designate who shall use the property transferred or its income : ............................................ ^ 0 c. retain a reversionary interest; or .......................................................................................................................... ^ ~ d. receive the promise for life of either payments, benefits or care? ...................................................................... ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? .............................................................................................................. ^ 0 3. Did decedent own an "intrust for" or payable-upon-death bank account or security at his or her death? .............. ^ x^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? ........................................................................................................................ ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RET¢_U¢R~3N. kw >... li~i. xMp~~~{~lu~~o3. .. '~>~_... l~n.~1a;`lm~j5r `I~ For dales of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal benefidanes is 4.5 percent, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. (1) 0.00 REV-1510 EX+ (08-09) Pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAx RETURN MISC. NON-PROBATE PROPERTY RESIDENT DELEDENr ESTATE OF FILE NUMBER PHILIP V.R. VAN WYCK 21 This schedule must be completed and filed if the answer to any of questions I through 4 on page three of the REV-1500 is yes, ITEM NUMBER DESCRIPTION OF PROPERTY INQUDE THE NME OF THE TRANSF6tEE, 1RE1R RHAnoNS+m ro DECEDHJT,wo TIE DATEaFTRANSFFR.ATIAOfAOOPTOFmEpl~F011REAlESfATE. DATE OF DEATH VALUE OFASSEf 4b OF DECD'S INTEREST EXCLUSION ffAPDtt TAXABLE VALUE I. DWELLING HOUSE AND LOT, 546 SUMMIT DRIVE, CARLISLE BOROUGH, CUMBERLAND COUNTY, PA, TITLED TO PHILIP V R VAN WYCK TRUST UTA DTD. DECEMBER 27, 1991 (AS AMENDED); Transferee 216,200.00' ' 100 216,200.00 is the decedent's spouse Catherine Anne Van Wyck 2 FIDELITY INVESTMENT ACCOUNT #X20-173452 titled to the same Trust 584,421.84 100 584,421.84 of which the decedent's spouse Catherine Anne Van Wyck is benefiaary TOTAL (Also enter on Line 7, Recapitulation) ~ I 800,621.84 If more spate is needed, use additional sheets of paper of the same size. TaxDB Result Details Page 1 of 1 Detailed Results for Parcel 04-21-0322-354. in the 2010 Tax Assessment Database DistrictNo 04 Parcel ID 04-21-0322-354. 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N- ro~ N- 0 p x r• W .7 N X ro C t7 K N W O ~ ~ W N m rt O Ul N- M ,7 '.7 l7 d SU CT R (D N .. orr N O O ~\ ppp ~P W W ~~\ N N N O O O rrr N r r r \ W ¢ A n 0 G rt N ,b ''~ Cl+ lD O N ~ J '.7 iP Ul N P. to rt N K O R N rt fD ~ C cn w o M N r A N GC zroro (D F+• ~ tt C~ ~t rt N- ~ ~C'o ~'' ~ O r i,m ~ C l7 ~ ~ Y' d N t7'~ G n 0 C C i ~G ~ 7 c'P G ~N ~ ~ N - H W ki lnrtO H$ r (1 N F'- I-h H ~'G N H NN 17H7r •• rt N p1 G H rrrtN H r~1.'Yrt H REV-1513 EX+ (O1-10) ~ pennsylvania SCHEDULE J DEPARTMENT DF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF: FILE NUMBER: PHILIP V. R. VAN VVYCK, III 21 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECENING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS [Indude outright spousal disMbutions and transfers under Sec. 9116 (a) (1.2).) 1. ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH IB OF REV-1500 COVER SHEET, AS APPROPRIATE. II NON TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1• CATHERINE ANNE VAN VVYCK, 54Y SUMMIT DR, CARLISLE, PA 17013 100 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. ~ If more space is needed, use additional sheets of paper of the same size. i ~ETTLOR'S REVOCABLE TRUST AGREEMENT • C: • L NAME OF TRUST: DATE ESTABLISHED: NAME OF SETTLORS: NAME OF INITIAL TRUSTEE: THE PHILIP V.R. VAN WYCK, III TRUST December 27, 1991 PHILIP V.R. VAN WYCK, III PHILIP V.R. VAN WYCK, III as Trustee NAME OF SUCCESSOR TRUSTEE: KATRINA VAN WYCK WIISON, MEADE IIOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV * Any and all of the Settlor's assets may be transferred to or removed from this Trust at any time. * This Trust can be fully revoked, modified or changed at any time during the life of the Settlor. * All income or loss from the Trust Estate assets should be reported on the Settlor's individual federal and state income tax returns. DO NOT WRITE ON THIS AGREEMENT, CHANGE. IT, OR REVOKE IT VVITI~IOUT YOUR LAWYER'S ADVICE. Title to all assets in this Trust should be taken in the name of: PHILIP V.R VAN WYCK, III as Truster of THE PHILIP V.R VAN ~VYCK, III TRUST, estaiblished December 27,1991, and any amendments thereto. When purchasing, selling or transferring any Trust asset or doing any Trust business, }•ou do so as a TRUSTEE. Therefore, always sign your name for the trust as follows: PHILIP V.R VAN WYCK, III as Trustee of THE PHILIP V.R VAN WYCK, III TRUST, established December 27,1991. THIS PAGE IS NGT PART OF THE TRUST AGREEMENT. The Wenz Law Offices ~ 2409 S. Rural Road, Suite B Tempe, Arizona 85282 (602)921-2220 - (602)841-9139 -- 1-800-922-1777 • • TABLE OF CONTENTS TO REVOCABLE LIVING TRUST AGREEMENT ~ (DECLARATION OF TRUST) ~ ARTICLE DESCRIPTION ONE Fact, Declazations, Appointments and Name of Trust TWO Trust Provision Disposing of Principal and Interest ~ THREE Rights and Powers of the Settlor FOUR Powers of Trustee FIVE General and Miscellaneous Provisions • Signature Page: - Execution of Trust Agreement by Settlor - Acceptance of Appointment by Trustees • - Notarial Acknowledgment • • • • • ~ecCaratio~ of aCru~t This Declaration of Trust is made and executed by PHILIP VAN RENSSELAER VAN ~ WYCK, III (hereinafter referred to as PHILIP V.R. VAN WYCK, III) as of December 27, 1991 at Scottsdale, Ariwna. ARTICLE ONE ~ FACTS. DECLARATIONS, APPOINTMENTS AND NAME OF TRUST 1.1 NAME OF TRUST: This Trust shall be known as "THE PHILIP V.R. VAN ~ WYCK, III TRUST, established December 27, 1991:' 1.2 NAME OF SETTLOR: PH17.IP V.R. VAN WYCK, III is the Settlor of this Trust. [7 1.3 NAME OF TRUSTEE: Settlor hereby appoints the following as Trustee of this Trust: ~ First Appointment (Initial Trustee): PHILIP V.R. VAN WYCK, III, as Trustee. Second Appointment (Successor Trustee): ~ KATRINA VAN WYCK WIISON, MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV. • 1.3.1 PHILIP V.R. VAN WYCK, III shall serve as the Initial Trustee. If for any reason PHILIP V.R. VAN WYCK, III fails to qualify or ceases to act, the above mentioned Successor Trustee Appointees shall serve in ~ the order appointed as provided below. ~ The PHILIP V.R VAN WYCI~ Ill Tiusy Ar/icle 1, page 1 • 1.3.2 Upon the death, resignation, legal disability or incapacity of the Settlor, ~ the Settlor's term as Trustee shall cease and terminate and KATRINA VAN WYCK WII.SON shall replace and succeed the Settlor as Successor Trustee and shall carry out the terms and provisions of this ~ Trust as set forth herein. 1.3.3 Upon the death, resignation, legal disability or incapacity of KATRINA ~ VAN WYCK WIISON, her term as Successor Trustee shall cease and terminate and MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV, together, or the survivor of them, ~ shall then act as the Successor Co-Trustees and shall carry out the terms and provisions of this Trust as set forth herein. 1.3.4 The Trustee shall use his or her best effort to collect all sums payable ~ on contracts of insurance on the life of the Settlor. 1.3.5 A Successor Trustee shall not be liable or responsible for the acts of a ~ prior Trustee or for any losses resulting during his or her tenure, and shall not be bound by any accounting rendered by a prior Trustee, or liable for a failure to account by such Trustee. ~ 1.4 BENEFICIARIES: The Settlor shall be the Initial beneficiary of this Trust. Successor beneficiaries are those persons designated in Article Two, entitled "Distribution of Principal and Income." • • ~ The PHILIP Y.R. YAN WYCI~ III TiusK Article 1, pagr 2 • 1.5 CHILDREN: The Settlor has three (3) children whose names are as follows: ~ 1. MEADE BOLIN VAN WYCK, bom August 29, 1953, 2. PHILdP VAN RENSSELAER VAN WYCK, IV, bom May 22,1955, 3. ALISON GRANT VAN WYCK, bom September 10, 1958. • 0Oo • • C~ • • L ~ The PHILIP V.R VAN ii'YCI~ Ill Tius~ Article 1, page 3 • ARTICLE TWO DISTRIBUTION OF PRINCIPAL AND INC ME • 2.1 DURING THE LIFETIME OF THE SETTLOR: During the Settlor's lifetime, the Settlor shall be entitled to all the income and so much of the principal as ~ the Settlor desires or needs out of the Settlor's property in the Trust Estate, for the Settlor's most comfortable health, caze, maintenance, support and education. ~ 2.2 INCAPACITATED OR INCOMPETENT SETTLOR: If at any time, either in the Trustee's sole discretion or as certified in writing by two (2) licensed physicians, the Settlor has become physically or mentally incapacitated or ~ incompetent, whether or not a court of competent jurisdiction has declared the Settlor incompetent, incapacitated, mentally ill or in need of a conservator, the Trustee shall pay to the said Settlor, or apply for the benefit of said Settlor, the ~ amounts of net income and principal necessary for the proper health, support, caze, and maintenance of the Settlor in accordance with the Settlor's accustomed manner of living. Any income in excess of the amounts applied for ~ the benefit of the Settlor shall be accumulated and added to the principal of the Trust. ~ 2.3 INCOMPETENCY - DEFINITION: The Settlor shall be considered incompetent if he or she is unable to give prompt and intelligent consideration to his or her financial affairs. The determination of incompetency shall be ~ made based upon a written statement by (a) a majority of the Settlor's adult children, if any, or (b) two (2) physicians familiar with the Settlor's condition. No person shall participate in the determinatio~~ of his own incompetency. ~ 2.4 LIABILITY OF TRUSTEE: The Initial Trustee is hereby exonerated from any liability in connection with the making of any of the above-mentioned • The PHILIP Y.R. YAN WYCI~ III Tittsti Article ~ page I • payments in the exercise of his or her absolute discretion. The Trustee shall ~ accumulate and add to the principal of the Trust Property and invest and distribute as a part thereof any of the annual net income not expended hereunder. • AFTER THE DEATH OF THE SETTLOR 2.5 PAYMENTS AFTER THE DEATH OF THE SETTLOR: Upon the death of ~ the Settlor, the Trustee, if in its discretion it deems it advisable, may pay all or any part of the last illness, funeral and burial expenses, legally enforceable debts and claims against and reasonable costs of administration of the Settlor's ~ estate, any allowances by court order to those dependent upon the deceased, any estate, inheritance, succession, death or similar taxes payable by reason of the Settlor's death, together with any interest thereon or other additions ~ thereto, without reimbursement from the Settlor's personal representative, executor or administrator, from any beneficiary of insurance upon the Settlor's life or from any other person to the extent that these shall not be paid or the ~ responsibility for their payment assumed by some other person, estate or entity. All such payments, except for interest, shall be charged against the principal of the Trust Estate includible in the Settlor's estate for Federal ~ Estate Tax purposes and any interest so paid shall be charged against the name thereof. 2.6 GENERAL POWER OF APPOINTMENT OF THE SETTLOR: The Trust ~ shall terminate upon the death of the Settlor, whereupon all properties and assets then held in Trust shall go to and be conveyed, transferred, assigned and delivered by the Trustee to the person or persons appointed to receive the • same under and pursuant to the exercise by the Settlor of the following general power of appointment: The Settlor is hereby granted a general power of • The PHILIP V.R. YAN WYCI~ III Tiusy Article ~ page 2 • appointment, to be exercised during the Settlor's lifetime by delivery of a ~ written instrument to the Trustee, or by him or her in his or her Last Will and Testament, and whether or not he or she survives the distribution of the Settlor's probate estate, to appoint the entire principal and all the ~ accumulated and undistributed net income of the trust assets to the Settlor, his or her estate, his or her creditors, the creditors of his or her estate, or any other person. Provided that the foregoing power of appointment may be ~ exercised only by specific reference and expression of the Settlor's intent to so exercise in said written instrument delivered during the Settlor's lifetime or in the Settlor's Last Will and Testament, as above provided, and not by a general ~ or residual clause in his or her Will. The Trustee shall deliver any property so appointed duectly to the person or persons designated in the Will of the Settlor. The Settlor does not intend to subject any property of this Trust to the ~ jurisdiction of the Probate Court by the exercise of this power of appointment. 2.7 DISTRIBUTION AFTER THE DEATH OF THE SETTLOR: Upon the death of the Settlor, the remaining Trust assets, including any assets subsequently ~ added to the Trust, shall be distributed as follows: A) The Trustee shall promptly distribute all the Settlor's right, title and ~ interest in and to the Settlor's tangible personal property in the Trust as of the date of death of the Settlor to the person(s) designated on the Settlor's Exhibit "A" of Tab X of the Settlor's Personal Estate Plan ~ Organizer or on an Exhibit attached hereto and expressly made a part hereof for this purpose free from the Trust. B) The Trustee shall promptly distribute all the Settlor's right, title and ~ interest in and to a certain parcel of improved real property in the • The PHILIP V.R, VAN WYCI~ l1I Tres; Article ~ page 3 Trust located in Bennington County, Vermont, and legally described ~ as: A parcel of land with the improvements thereon located on the northerly side of the highway which runs westerly from the village of Clarksville past the former residence of the said Mason F. Aldrich, ~ bounded and described as follows: Beginning at a wall corner on the north side of said highway, it being the southeast comer of a parcel owned by Samuel R. Ogden; thence south 80 degrees west along the wall on the northerly side of the highway 240 feet to the easterly side of a gapway in the wall; thence north 4 degrees west along lands of said ~ Aldrich estate 440 feet to a comer marked by an iron stake on the south bank of the river; thence north 57 degrees east along the south bank 620 feet to an iron stake; thence south 18 degrees west 221 feet to ' the northerly end of a stone wall; thence south 19 degrees 30' west along the last mentioned wall and lands of Ogden to the place of beginning. Containing 4.8 acres, more or less. Together with the rights ~ of said Grantors in and to the center of the highway abutting said lands on the south. The above description has been prepared from a survey made by Heman Chase of Alstead, New Hampshire, dated December 5, 1959. Said parcel is conveyed subject to such rights, if any there may be, to one Barry or others in said river and the bank thereof which were ~ appurtenant to the old Harlow mill property, so-called, and subject to reservation by Clarence F. Nichols and Walvie Nichols and the survivor of them of the right to mow and graze so much of said parcel of land as the owner shall not require for purposes of a dwelling house, garage, lawn and garden, ~ to the Settlor's son, MEADE BOLIN VAN WYCK, free from the Trust; however, if and in the event MEADE BOLIN VAN WYCK has predeceased the Settlor or has predeceased any distribution set forth ~ herein, the said real property shall be promptly distributed in equal shares to the Settlor's children that survive him free from the Trust. . C) The Trustee shall promptly distribute all the Settlor's right, title and interest in and to a certain parcel of unimproved real property in the Trust located in Bennington County, Vermont, and legally described as: • A parcel of land as conveyed to the herein Grantors by quit claim deed of Stephen P. Sachner Executor of the Estate of Benjamin Sachner, • The PHILIP V.R VAN WYCI~ III Tius~ Article ~ page 4 • Simeon Sachner, Emma Sachner and Stephen Sachner, dated February 27, 1969, and recorded in the Landgrove Town records at Book J, page ~ 305; and further described in a quit claim deed of Carrol S. Beattie to George B. Davis, dated July 25, 1924 and recorded in the Landgrove town records at Book F- page 520; and further described as a certain parcel of land sometimes known as the "Reynolds Woodlot" containing about seven (7) acres of land, and formerly belonging to the Levi P. Reynolds farm, and bounded on the North by a highway leading to a ~ farm one time owned by Shepard Aldrich, Easterly by lands one time owned by H.J. Hapgood, and southerly and Westerly by lands one time owned by Delmer Davis, to the Settlor's son, PHILIP VAN RENSSELAER VAN WYCK, IV, ~ free from the Trust; however, if and in the event PHILIP VAN RENSSELAER VAN WYCK, IV has predeceased the Settlor or has predeceased any distribution set forth herein, the said real property ~ shall be promptly distributed to MEADS BOLIN VAN WYCK free from the Trust. ~ D) The Trustee shall promptly distribute all the Settlor's right, title and interest in and to any and all other real property in the Trust as of the date of death of the Settlor together with all the furniture, fixtures, ~ appliances and personal effects located therein and not previously distributed as set forth in Paragraph 2.7(A) above, in shazes substantially equal as to value to the Settlor's children that survive the ~ Settlor free from the Trust. E) The balance of the Trust Estate as then constituted after making the distributions set forth in Paragraph 2.7(A) through Paragraph 2.7(D) ~ above shall be promptly distributed in equal shares to MEADS BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV free from the Trust; however, if and in the event either MEADS BOLIN ~ VAN WYCK or PHILIP VAN RENSSELAER VAN WYCK, IV have predeceased the Settlor or have predeceased any distribution set forth • The PHILIP V.R. VAN Yl'3'CI~ III Trust, Article ~ page S • herein the entire balance of the Trust Estate as then constituted shall ~ be promptly distributed in equal shares to the Settlor's children that survive the Settlor free from the Trust. F) .Notwithstanding the distribution of the Trust Estate as set forth in • Paragraph 2.7(A) through Paragraph 2.7(E) above, if for any reason the Settlor's death cannot be legally determined immediately, the Settlor gives and the beneficiaries of this Trust shall have, the right to the sole • and exclusive use, possession, and enjoyment of the entire Trust Estate as then constituted as set forth in Paragraph 2.7(A) through Paragraph 2.7(E) above, until such time as the Settlor's death can be legally • determined, and, in addition, pending legal certification of the Settlor's death, the Trustee shall promptly distribute, in quarterly or more convenient installments as the Trustee shall determine, all the income derived therefrom in equal shares to MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV until such time as the fact of the Settlor's death has been legally established or • determined free from the Trust, except that if and in the event either MEADE BOLIN VAN WYCK or PHILIP VAN RENSSELAER VAN WYCK, IV has predeceased any distribution of income as provided in • this Paragraph, all the income derived therefrom shall be promptly distributed in equal shares to the Settlors' children until such time as • the fact of the Settlor's death has been legally established or determined free from the Trust. 2.8 HELD IN TRUST FOR BENEFICIARY UNDER THE AGE OF 25: Except as ~ otherwise provided in Paragraph 2.7 above, if, at the time set for the distribution of Trust Estate according to the provisions of this Trust, a C~ The PHILIP V.R. VAN WYCI~ III Trust Article ~ page 6 • beneficiary is under the age of Twenty-five (25) years, then the Trustee shall ~ not distribute that beneficiary's shaze of the trust to him or her, but shall hold that beneficiary's allocated share of the trust until the beneficiary attains the age of Twenty-five. (25) yeazs. So long as the beneficiary is under the age of ~ Twenty-five (25), the Trustee shall pay to or apply for the benefit of the beneficiary, out of the beneficiary's allocated share, as much of the net income and principal of the trust as the Trustee, in the Trustee's sole discretion, shall • deem necessary for his or her proper health, care, maintenance, support and education. In making this determination, the Trustee shall take into consideration, to the extent the Trustee shall deem advisable, any other • income or resources of the beneficiary known to the Trustee and reasonably available for these purposes. Except as otherwise provided herein, when the beneficiary reaches the age of Twenty-five (25) yeazs, the Trustee shall • promptly distribute to him or her the balance of the beneficiary's allocated share free from the Trust. The foregoing payments shall be made without regard to other resources of • the beneficiary or the duty of any person to support the beneficiary and without the intervention of any guardian or like fiduciary; provided, however, that the Trustees shall insure and see to the application of the funds for the • benefit of the beneficiary, so that the funds will not be used by any adult person, or any other person for a purpose other than the direct benefit of the beneficiary, and particularly so that said funds will not be diverted from the • purpose of health, care, maintenance, support and education of said beneficiary. • If a beneficiary for whom assets are being held according to this paragraph dies before reaching the age of Twenty-five (25), the undistributed balance of • The PHILIP V.R. VAN WYCI~ III Tiusy Article ~ page 7 that beneficiary's share of the Trust Estate shall be distributed in the manner ~ that the deceased beneficiary's share would have been distributed had the Surviving Settlor died after the death of the deceased beneficiary. 2.9 DEATH OF ALL BENEFICIARIES: If, at the time of the Settlor's death or at • any later time before full distribution of the Trust Estate, any beneficiary entitled to distribution under the terms of this Trust is deceased and no other disposition of the property is directed by this Trust, that share shall thereupon • be distributed to those persons who would then be the deceased Settlor's heirs at law. ~ The identities and the respective shares of each of them shall be determined by the Trustee according to the laws of the State of Arizona then in effect relating to the succession of property. ~ 000 • • • • • The PHILIP V.R YAN WYC1~ III Tnts~ Article ~ page 8 C ARTICLE THREE • RIGHTS AND POWERS RESERVED BY SETTLOR 3.1 POWER TO AMEND TRUST: During the lifetime of the Settlor, this Trust may be amended in whole or in part by an instrument in writing, signed by the • Settlor, and delivered to the Trustee. However, after the death of the Settlor, the terms and provisions of this Trust and any trust created herein shall become irrevocable. C' 3.2 POWER TO REVOKE TRUST: During the lifetime of Settlor, the Settlor may revoke the Trust with regard to any property in the Trust by an instrument in writing, signed by the Settlor. Upon revocation, the Trustee shall deliver the • revoked portion of the property to the Settlor. 3.3 AMENDING DUTIES OF TRUSTEE: The duties, powers and responsibilities • of the Trustee or Successor Trustee shall not be substantially altered or amended without its written consent, signed by the Trustee or Successor Trustee. • 3.4 POWER TO REMOVE AND APPOINT TRUSTEE: During the lifetime of Settlor, the Settlor may remove or appoint the Trustee or Successor Trustee of this Trust by an instrument in writing, signed by the Settlor. • 3.5 ADDITIONS TO TRUST: Any additional property acceptable to the Trustee may be transferred to this Trust. The property shall be subject to the terms of • this Trust Agreement. 3.6 SPECIAL GIFTS: The Settlor may, from time to time, indicate his or her desire to make special gifts from the Trust Estate upon his or her death. If the • Settlor has made known his or her desire in a writing referring to this Trust, attached to this Trust or as set forth on Exhibit "A" in Tab X entitled • The PHILIP V.R VAN WYC$ III Tnu~ A~tick ~ pagie I • "Directive to Trustee" of the Settlor's Personal Estate Plan Organizer, the ~ Trustee shall distribute the special gifts, free of Trust, upon the death of the Settlor. The gift shall be effective only if the writing is dated and signed by the Settlor. 3.7 POWER TO MAKE ASSETS PRODUCTIVE: During the Settlor's lifetime, he or she shall have the power to require the Trustee to make all or part of the principal of We Trust productive or to convert promptly any unproductive part into productive property. This power shall be exercised by the Settlor in a written instrument delivered to the Trustee. • • • • 000 • The PHILIP V.R VAN WYCI~ III Trust Anide .~ pagie 2 • ARTICLE FOUR ~ TRUSTEE'S POWERS 4.1 MANAGEMENT OF TRUST PROPERTY: With respect to the Trust Property, except as otherwise specifically provided in this Trust, the Trustee ~ and any successor shall have all powers now or hereafter conferred upon Trustees by applicable state law and also those powers appropriate to the orderly and effective administration of the Trust. All powers shall be exercised ~ at the expense of the Trust Estate. Such powers shall include, but aze not necessarily limited to, the following powers with respect to the assets in the Trust Estate: ~ a. To manage, operate, control, sell, convey, divide, convert or allot the Trust Property, and to sell upon deferred payments; to lease for terms within or extending beyond the duration of the Trust for any purpose including exploration for and removal of gas, oil or other minerals; to enter into community oil leases; and to enter into covenants and ~ agreements relating to the property so leased or any improvements which may be erected on such property. b. To abandon or retain underproductive and unproductive property, including stock of the Trustee, and invest and reinvest the Trust funds in such property as the Trustee, in the exercise of reasonable business ~ judgement, may deem advisable, whether or not the property is of the chazacter specifically permitted by law for the investment of trust funds, including investments in any common trust fund now or hereafter established by Trustee. ~ c. To retain nonproductive assets at the direction of the Settlor or current income beneficiaries of the Trust. d. To borrow money for any purpose; to place, replace, renew or extend any encumbrance upon any Trust Property by mortgage, deed of trust, ~ pledge or otherwise, regazdless of the purpose of any such action. e. To establish lines of credit and to guazantee any and all loans made to the Settlor regardless of the purpose of the loan. f. To participate in voting trusts, pooling agreements, foreclosures, ~ reorganizations, consolidations, mergers and liquidations and, in connection therewith, to deposit securities with and transfer title and delegate discretions to arty protective or other committee as the Trustee may deem advisable. • The PHILIP Y.R. VAN WYCI~ III Tius~ Atick 4, page I n u g. To acquire or dispose of an asset, for cash or on credit, at public or ~ private sale; and to exchange, partition, change the character of or abandon a Trust Asset or a~+ interest therein. h. To make ordinary or extraordinary repairs, improvements or alterations in buildings or other Trust Property, to demolish airy improvements, to raze existing or erect new party walls or buildings. • i. To subdivide, develop or dedicate land to public use; or to make or obtain the vacation of plats and adjust boundaries; or to adjust differences in valuation on exchange or partition by giving or receiving consideration; or to dedicate easements to public use without ~ consideration; or to create restrictions, easements or other servitudes. • j. To grant an option im~olving disposition of a Trust Asset, or to take an option for the acquisition of any asset. 1. To pay calls, assessments and any other sums chargeable or accruing against or on account of securities. k. To vote a security, in person or by general or limited proxy. m. To sell or to exercise or not exercise, as the Trustee may deem advisable, airy subscription, conversion or other rights or options which ~ may at any time attach to, belong to or be given to the holders of any stocks, bonds, securities or other instruments in the Trust Estate. n. To buy, sell and trade in precious metals of any nature, including, but not limited to, gold, silver and platinum, on margin or otherwise. • o. To sell short, to invest in warrants, to invest in options of all kinds, including but not limited to, the purchase or sale of options of all kinds, the purchase of put and call options, the writing (selling) of put and call options, selling naked put and call options, to engage in covered call ~ writing, to engage in option spreading and all types of option trading and to engage in speculative investments of every type. p. To buy, sell and trade in securities of any nature on margin or otherwise, including short sales and contracts for the future delivery of commodities; to maintain and operate margin accounts and other accounts with brokers; and to pledge any securities held or purchased by the Trust to brokers as security for loans and advances made to the Trust. q. To hold a security in the name of a nominee or in other form without ~ disclosure of the Trust, so that title to the security may pass by delivery, but the Trustee is liable for any act of the nominee in connection with the security so held. • The PHILIP Y.R VAN WYC14 III Tius~ ARick 4, page 2 • r. To insure the assets of the Trust against damage or loss, and the • Trustee against liability with respect to third persons. s. To advance money for the protection of the Trust, and for all expenses, losses and liabilities sustained in the administration of the Trust or because of the holding or ownership of any Trust Assets, for which advances with any interest the Trustee has a lien on the Trust Assets as • against the beneficiary. t. To pay or contest arty claim; to settle a claim by or against the Trust by compromise, azbitration or otherwise; and to release, in whole or in part, any claim belonging to the trust to the extent that the claim is • uncollectible; to institute, compromise and defend actions and proceedings. u. To commence or defend litigation with respect to the Trust or any property of the Trust Estate as Trustee may deem advisable and to employ such counsel as the Trustee shall deem advisable for that • purpose. v. To enforce any mortgage, deed of trust or pledge and, at any sale under any mortgage, deed of trust or pledge, to bid and purchase, at the expense of the Trust, any property subject to any such security • instrument. w. To pay taxes, assessments, compensation of the Trustee and other reasonable expenses intoned in the collection, care, administration and protection of the Trust. • x. To prepaze, execute and file on behalf of the Settlor any and all income-tax declarations and returns, and any other tax returns and reports (including but not limited to protests, claims, elections, consents, closing agreements, waivers of statutes of limitations and extensions), and to represent any trust, estate or interest created by this • Trust before the Internal Revenue Service or Treasury Department and any state and local tax authority with respect to any claim or proceeding having to do with the Settlor's tax liabilities, federal, state or local, for arty and all years. y. To apply for a Certificate of Title upon, and endorse and transfer title • thereto, for any automobile, truck, pickup, van, motorcycle or other motor vehicle, and to represent in such transfer assignment that the title to said motor vehicle is free and clear of all liens and encumbrances except those specifically set forth in such transfer assignment. • z. To have access at any time or times to any safe deposit box rented by the Settlor or the Trust, wheresoever located, and to remove all or any part of the contents thereof, and to surrender or relinquish said safe deposit box, and any institution in which any such safe deposit box may • The PHILIP Y.R YAN tii'YCI~ Ill Tius~ Article ~ pagie 3 n ~. be located shall not incur any liability to the Settlor or the Settlor's estate as a result of permitting agents to exercise this power. • aa. To continue or participate in any business or other enterprise and to effect incorporation, dissolution or other change in the form of organization of the business or enterprise. bb. To pay the debts of the Settlor, the cost of any final illnesses of Settlor, • and the cost of Settlor's funeral and final disposition and to authorize any actions necessary to arrange for Settlor's funeral, funeral service and final disposition. cc. To make distributions as authorized in this Trust Agreement, including • distributions to the Settlor as Trustee, in kind or in money or partly in each, even if shares be composed differently. For such purposes, the valuation of the Trustee shall be given effect, if reasonably made. dd. To make distributions as authorized in this Trust Agreement, including distributions to themselves as Trustees, in kind or in money or partly in • each, even if shares be composed differently. For such purposes, the valuation of the Trustee shall be given effect, if reasonably made. 4.2 TRUSTEE'S DISCRETION: Unless specifically limited, all discretions • conferred upon the Trustee shall be absolute, and their exercise conclusive on all persons interested in this Trust. The enumeration of certain powers of the Trustee shall not limit its general powers, the Trustee being vested with and • having all the rights, powers and privileges which an absolute owner of the same property would have. In addition, if, in the Trustee's discretion, any beneficiary (whether a minor or of legal age) is incapable of making proper ~ disposition of any sum of income or principal that is payable or appointed to said beneficiary under the terms of this Trust Agreement, the Trustee may apply said sum to or on behalf of the beneficiary by any one or more of the • following methods: by payments on behalf of the beneficiary to anyone with whom the beneficiary resides, by payments in discharge of the beneficiary's bills or debts, including bills for premiums on any insurance policies, or by • paying an allowance to a beneficiary directly. • The PHILIP Y.R. VAN WYC1~ III Tiuxt, Article 4, page 4 • 4.3 PROVISIONS FOR SENSITIVE TRUSTEE: Notwithstanding any other provision of this Declaration of Trust to the contrary ,during any period in which a Trustee of this Trust, except the Initial Trustee, is also a beneficiary of this Trust, such Trustee's powers shall be subject to the Trustee's duty to treat • income beneficiaries and remaindermen equitably and the following requirements shall be observed by the Trustee: a. A reasonable reserve for depreciation of all income producing ~ depreciable real and personal property, capital improvements and extraordinary repairs on income producing property shall be chazged to income from time to time; b. A reasonable reserve for depreciation of all depletable natural ~ resources, including but not limited to oil, gas and mineral and timber property, shall be charged to income from time to time; c. Distributions by mutual funds and similaz entities of gains from the sale or other disposition of property shall be credited to principal; ~ d. A reasonable reserve for amortization of all intangible property having a limited economic life, including but not limited to patents and copyrights, shall be chazged to income from time to time; and e. All premiums paid and all discounts received in connection with the ~ purchase of a~ bond or other obligation shall be amortized by malting an appropriate charge or credit to income, as the case may be. 4.4 SUCCESSOR TRUSTEE VACANCY: If no Successor Trustee is designated ~ to act in the event of the death, incapacity or resignation of the acting Trustee or no designated Successor Trustee accepts the office, the acting Trustee may appoint a Successor Trustee or, if the acting Trustee fails to do so, the majority ~ of the adult beneficiaries entitled to distribution from this Trust may appoint a Successor Trustee, which Successor Trustee shall have all of the powers set forth above. If there is no agreement among the majority of competent adult ~ beneficiaries described above, a successor shall be appointed by a court of competent jurisdiction upon petition of any person interested in this Trust. • The PHILIP Y.R VAN Tt'}'C!~ Ill Tius~ Article 4, page S ~. 4.5 POWER TO APPOINT AGENT: The Trustee shall have the power to appoint • a general or special agent to act on Trustee's behalf. Any power of attorney the Trustee creates pursuant to this power shall cease when the appointing Trustee ceases to act as Trustee. The Trustee shall also have the power to • terminate such agents power to act on his behalf. 4.6 BROAD POWERS OF DISTRIBUTION: After the death of the Settlor, upon • any division or partial or final distribution of the Trust Estate, the Successor Trustee shall have the power to partition, allot and distribute the Trust Estate, in undivided interests or in kind, or partly in money and partly in kind, at • valuations determined by the Trustee, and to sell such property as the Trustee, in the Trustee's discretion, considers necessary to make such division or distribution. In making any division or partial or final distribution of the Trust • Estate, the Trustee shall be under no obligation to make a pro rata division or to distribute the same assets to beneficiaries similazly situated. Rather, the Trustee may, in the Trustee's discretion, make non pro rata divisions between • trusts or shares and non pro rata distributions to beneficiaries as long as the respective assets allocated to separate trusts or shazes or distributions to beneficiaries have equivalent or proportionate fair market value. The income • tax basis of assets allocated or distributed non pro rata need not be equivalent and may vary to a greater or lesser amount, as determined by the Trustee in his (or her) discretion, and no adjustment need be made to compensate for • any difference in basis. 4.7 POWER OF SUCCESSOR TRUSTEE TO RESIGN: Any Trustee may decline to act and shall have the right to resign this Trusteeship at any time of delivering a written resignation to the beneficiaries of the Trust then subsisting. • The PHILIP V.R VAN WYCI~ III Tius~ Article ~ page 6 n u ., ,. 4.8 POWER TO NAME SUCCESSOR TRUSTEE: Each Trustee shall have the right to select its successor providing that a majority of the competent adult beneficiaries then entitled to receive distributions from the Trust, either as a matter of right or in We Trustee's discretion, approve in writing the Successor Trustee. In the event of death or disability of an individual Trustee, a Successor Trustee ~ may be appointed by a majority of the competent adult beneficiaries then entitled to receive distributions from the Trust, either as a matter of right or in the Trustee's discretion. • If there is no agreement among the majority of competent adult beneficiaries described above, a successor shall be appointed by a court of competent 7 jurisdiction upon petition of any person interested in this Trust. 4.9 POWER TO DELEGATE DUTIES: Any Trustee may, from time to time, delegate to one or more of the remaining Trustees any powers, duties or ~ discretions. Every such delegation shall be a writing delivered to the delegate or delegates and shall remain effective for the time therein specified or until earlier revocation by a further writing similazly delivered. Everyone dealing ~ with the Trustees shall be absolutely protected in relying upon the certificate of any Trustee as to whom the Trustees aze acting for the time being and as to the extent of their authority by reason of any delegation or otherwise. • 4.10 GIFTING DURING INCOMPETENCY: During any period in which a Settlor is incompetent, the Trustee may continue or initiate a gifting program to the Settlor's descendants or to charities in which the Settlor has taken an interest • in the past if it appears prudent to do so in order to decrease or eliminate estate taxes. Despite any preceding provision to the contrary, however, the • The PHILIP Y.R. YAN WYCI~ III Tius~ Amick 4, pagie 7 • Trustee may not make airy gifts to himself or herseli; nor may the Trustee ~ make any distributions which would discharge his or her legal obligation of support. 000 • • • • '7 • The PHILIP Y.R YAN WYCI~ III Tius~ Arlick 4, page 8 • ARTICLE FNE • GENERAL PROVISIONS 5.1 CHANGE OF SITUS AND GOVERNING LAW:.This Trust has been accepted by the Trustee ~ and the situs of this Trust and of the separate trusts created • hereunder may, together or individually, be changed to another jurisdiction, whether by appointment of a Successor Trustee in another state, by transfer of trust assets to another state, or by the Trustee's or beneficiary's move to • another state. This Trust and the sepazate trusts created hereunder shall, at the Trustee's discretion, be construed and all rights under it governed by the laws of: • 5.1.1 The State of Arizona, 5.1.2 The state where the Trustee resides or has its principal place of business or • 5.1.3 The state where the beneficiary resides. The Trustee shall have no liability for exercising its discretion hereunder in the • selection of governing law. 5.2 TRUSTEE COMPENSATION: The Trustee shall be entitled to reasonable compensation for services rendered by him or counsel retained by him, • including services in connection with the transfer of assets to beneficiaries or Successor Trustees and .the appointment of Successor Trustees. Such reasonable compensation shall be similaz to that of other Trustees who • perform similaz services. 5.3 PAYMENTS OF TRUST EXPENSES OUT OF PRINCIPAL OR INCOME: The Trustee shall pay out of principal or income, as it may elect, or partly out • of each, in such shares as it may determine, property taxes, assessments, charges, attorney's fees, the Trustee's compensation and other expenses • The PHILIP Y.R VAN WYCI~ Ill Tius~ Article .~ pagie I r~ incurred in the administration or protection of this Trust. The discretion of the • Trustee to pay these items from principal or income, or partly from each, may be exercised not only in the interest of the Trust Estate, but for the benefit of any beneficiary. Income remaining after such expenditures as the Trustee shall • elect to pay therefrom shall constitute net income. • 5.4 TRUSTEE'S REDDEST FOR CONSENT: Whenever the consent of any person(s) is required before the Trustee is permitted to perform some act, failure of the person whose consent is required to respond to the Trustee's written request describing such proposed action within thirty (30) days after his or her receipt thereof, shall constitute such consent, and the Trustee may ~~ proceed with the proposed action without liability for so doing. 5.5 NOTICE TO TRUSTEE: Unless the Trustee receives actual written notice of • an event affecting a beneficiary's interest in this Trust, the Trustee shall not be liable to any beneficiary for distributions made as though the event had not occurred. • 5.6 PERPETUITIES SAVINGS CLAUSE: Unless terminated earlier in accordance with other provisions of this Trust, any Trust hereby created or created by the exercise of any power hereunder shall terminate 21 years after • the death of the last survivor of the following: (1) the Settlor; (2) all the issue of Settlor who are living as of the date of the death of the Settlor, and (3) all named beneficiaries who are living as of the date of the death of the Settlor. • The property then held in trust shall be discharged of any trust, and shall immediately vest in and be distributed to the persons then entitled to the income, and for this purpose only it shall be presumed that any person then • entitled to receive any discretionary payments from the income or principal of any particular trust is entitled to receive the full income, and that any class of • The PHILIP Y.R VAN WYCI~ III Tius~ Artck ~ page 2 • persons so entitled is entitled to receive all such property, to be divided among • them by right of representation. No power of appointment granted hereunder shall be so exercised as to violate any applicable Rule Against Perpetuities, accumulations, or any similar rule or law, any attempted exercise of any such • power which violates such rule or law shall be void, notwithstanding any provision of this to the contrary. • 5.7 SPENDTHRIFT PROVISIONS: No interest in the principal or income of a~+ Trust created under this Trust shall be anticipated, assigned, encumbered or subjected to creditors' claims or legal process before actual receipt by a beneficiary. This paragraph shall not prohibit an assignment from a • beneficiary to a~+ present or contingent income or remainder beneficiary of this Trust. This provision shall not apply to a Settlor's interest in the Trust • Estate. 5.8 INCAPACITY OF TRUSTEE: Whenever a two (2) licensed medical doctor certify in writing that the Trustee cannot dischazge the duties of Trustee • because of mental or physical infirnuty and the certificate is personally served upon the Trustee, then the office of the Trustee shall be deemed vacated and the Successor Trustee shall serve. However, if after receipt of the certificate, • the person alleged to be incompetent gives written notice to the person causing the certificate to be issued that he or she disagrees with the doctor, then the Trustee shall continue in office unless he or she resigns or is removed • by a court of competent jurisdiction. Anyone dealing with the Trust may rely on the written medical certificate, or a photocopy of it, presented to them by the Successor Trustee, and shall incur no liability to any beneficiary for any • dealings with the Successor Trustee in good faith reliance on the certificate. • Tke PHILIP Y.R VAN WYCI~ Ill TiusS Article ~ page 3 • This provision is inserted in this document to encourage third parties to deal • with the Successor Trustee without the need of court proceedings. • 5.9 APPLICATION OF TRUST FUNDS: No purchaser and no issuer of any stock, bond or other instrument evidencing a deposit of money or property, or other person dealing with the Trustees hereunder with respect to any property hereunder, as purchaser, lessee, party to a contract or lease or in am+ other capacity whatsoever, shall be under any obligation whatsoever to see to the • disbursing of money paid to the Trustees or to the due execution of this Trust, but such persons shall be absolutely free in dealing with the Trustees on the • same basis as though the Trustees were the absolute owner of the said property, without any conditions, restrictions or qualifications whatsoever. 5.10 GENDER AND NUMBER: Whenever the word "Trustee" or any modifying or • substituted pronoun is used in this Trust, such words and respective pronouns shall be held and taken to include both the singular and the plural, the masculine, feminine and neuter gender thereof and shall apply equally to the • Trustee named herein and to any Successor or Substitute Trustee acting hereunder, and such Successor or Substitute Trustee shall possess all the rights, powers and dudes, authority and responsibility conferred upon the • Trustee originally named herein. 5.11 NO-CONTEST CLAUSE: In the event any beneficiary under this Trust shall, singly or in conjunction with a~+ other person or persons, contest in any court • the validity of this Trust or of a deceased Setdor's Last Will and Testament or shall seek to obtain an adjudication in any proceeding in any court that this Trust or any of its provisions is void, or seek otherwise to void, nullify, or set • aside this Trust or any of its provisions, then the right of that person to take any interest given to him or her by the Trust shall be determined as it would • T7u PHILIP V.R. VAN WYCI~ III TiusS Article Sy page 4 • have been determined had the person predeceased the execution of this • Declaration of Trust without surviving issue. The Trustee is hereby authorized to defend, at the expense of the Trust Estate, • any contest or other attack of air nature on this Trust or any of its provisions. 5.12 INTERNAL REVENUE CODE: As used herein, the words "gross estate," "adjusted gross estate," "taxable estate," "unified credit," "state death tax • credit," "unlimited marital deduction," "marital deduction," "pass," and an}+ other word(s) which from the context in which it or they are used refer to the Internal Revenue Code shall be assigned the same meaning as such words • have for the purpose of applying the Internal Revenue Code to a deceased Settlor's Estate. References to the Internal Revenue Code shall refer to the Internal Revenue Code as amended to the date of such Settlor's death. • 5.13 ISSUE, CHILD AND DESCENDANTS DEFINED: Whenever used herein, the terms "issue," "child," "children" and "descendants" include adopted issue, adopted child, adopted children and adopted descendants, as well as natural • issue, natural child, natural children and natural descendants, and include descendants of adopted issue, adopted child, adopted children and adopted descendants. • 5.14 BY RIGHT OF REPRESENTATION DEFINED: If representation is called for in the distribution of the Trust Estate property, the property shall be divided • into as many shares as there are living heirs in the nearest degree of kinship and deceased persons in the same degree who left issue who survived the Settlors, each surviving heir to the nearest degree receiving one share and the • share of each deceased person in the same degree being divided in • The PHILIP Y.R. VAN WYCK, Ill Tius~ Article ~ page S J substantially equal shares among or between his or her issue in the same • manner. 5.15 SEYERABILITY CLAUSE: ff any provision of this Trust agreement is unenforceable, the remaining provisions shall nevertheless be carried into • effect. 5.16 NO BOND REQUIRED: No Trustee named herein need give bond in any • jurisdiction. If a fiduciary's bond may not be dispensed with, the Settlor's request that the bond be accepted without surety and in the lowest possible amount. In the absence of breach of trust, no Trustee shall ever be required to • qualify before, be appointed by, or account to any court, or obtain the order or approval of any court in the exercise of any power or discretion herein given. • 5.17 RENDITION OF ACCOUNTS: With respect to each Trust created herein, the Trustee shall render at least annually an account of income and principal, including a statement of all receipts, disbursements and capital changes, to all beneficiaries then eligible to receive income, or to the natural or legal • guardians of such beneficiaries. 5.18 SEPARATE SHARES, FUNDS AND TRUSTS WITHIN THE TRUST: • Except as otherwise provided herein, when more than one separate share or trust is administered under the provisions of this Trust, the Trustee shall not be required to make physical division of the assets or things in the several • separate shares or trusts except when necessary for the purposes of distribution, but may, in the Trustee's sole and exclusive discretion, keep the shares or trusts in one or more consolidated funds, and as to each consolidated • fund, the division into the appropriate separate shares or trusts comprising the entire trust estate need be made only on the Trustee's records and books of • Tke PHILIP Y.R YAN WYCI~ III TntsS Article S, pag~t 6 • account in which each such share or trust shall be allotted its proportional ~ share of the principal and income of the entire trust estate and charged with its proportional share of expenses of the entire trust estate, if any. 000 • • • • • • .. ~. • • 77ee PHILIP Y.R YAN WYC1~ III Tiusy Article S, pagie 7 ~. • ~ 1l • ~ • l~ , 1~ u The Settlor as Trustee executes this Declazation of Trust effective as of December 27,1991. ~ PHILIP V.R. VAN WYCI{, III certifies he (or she) is the Settlor of and has read the foregoing Declazation of Trust. It correctly states the terms and conditions under which the Trust Estate is to be held, managed and disposed of by the Trustee. He (or she) approves the Declazation of Trust in all particulars and requests Trustee to execute it and by so doing accept the appointment as Initial Trustees. • SETTLOR: _...... ~ Philip V.R. an yck, III TRUSTEE: 1 Philip V.R, tan Wyck, III V ~ ACKNOWLEDGEMENT STATE OF ARIZONA ) SS. COUNTY OF MARICOPA ) • On December 27, 1991, before me the undersigned, a Notary Public in and for the State of Arizona, personally appeazed PHILIP V.R. VAN WYCK, III, proven to me, on the basis of satisfactory evidence, to be the persons whose names aze subscribed to the within Declazation of Trust and acknowledged that PHILIP V.R. VAN WYCK, III executed the ~ same. (SEAL) • • ~~ ~~ The PHILIP V.R VAN WYC$ III TiusK Ereculion of Trust Insdument My Commission Expires: May 18, 1994 r~ U • • • • • • ~~ • Title to all assets in this Trust should be taken in the name of: PHILIP V.R. VAN WYCK, III as Trustee of THE PHILIP V.R. VAN WYCK, III TRUST, established December 27,1991, and any amendments thereto. When purchasing, selling or transferring any Trust asset or doing any Trust business, you do so as a TRUSTEE. Therefore, always sign your name for the trust as follows: PHILIP V.R VAN WYCK, III as Trustee of THE PHILIP V.R VAN WYCK, III TRUST, established December 27,1991. THIS PAGE IS NOT PART OF THE TRUST AGREEMENT. • The Wenz Law Offices 2409 S. Rural Road, Suite B Tempe, Arizona 85282-2426 (602) 921-2220 - (602) 921-2231 1-800-922-1777 • FIRST AMENDMENT TO SETTLOR'S REVOCABLE TRUST AGREEMENT NAME OF TRUST: THE PHIIdP V.R. VAN WYCI{, III TRUST DATE ESTABLISHED:. NAME OF SETTLOR: NAME OF INITIAL TRUSTEE: NAME OF SUCCESSOR TRUSTEE: December 27,1991 PHIIdP V.R. VAN WYCK, III PHILIP V.R. VAN WYCK, III. as Trustee CATHERINE ANN VAN WYCK, MEADS BOLIN VAN wYCK and PHILIP VAN RENSSELAER VAN WYCI{, IV ' Any and all of the Settlor's assets may be transferred to or removed from this Trust at any time. This Trust can be fully revoked, modified or changed at any time duringthe life of the Settlor. All income or loss from the Trust Estate assets should be reported on the Settlor's individualfederal and state income tax returns. DO NOT WRITE ON THIS AGREEMENT, CHANGE IT, OR REVOKE IT WITHOUT YOUR LAWYER'S ADVICE. • AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST AGREEMENT • This First Amendment and Restatement of Declaration of Trust Agreement made this 25th day of January, 1996, bqq and between PHILIP V.R. VAN WYCK, III (hereinafter referred to as the Settlor) and PHII..IP V.R. VAN WYCK, III (hereinafter referred to as the Trustee). • WHEREAS, the Settlor and the Trustee entered into a Declazation of Trust Agreement, established December 27, 1991 (hereinafter called the Trust Agreement), and WHEREAS, Article Three of the Trust Agreement provided that the Settlor reserved the right to amend in any manner or revoke in whole or in part the Trust Agreement, and • WHEREAS, the Settlor is desirous of modifying and amending the Trust Agreement and the Trustee is agreeable to the modifications and amendments contained herein. • NOW, THEREFORE, IT IS AGREED: 1) PARAGRAPH 1.3 of the Declaration of Trust Agreement is hereby revoked in its entirety and a new Pazagrapph with the same number is hereby substituted in 'eu of and in its stead, which Pazagraph shall read as follows: 1.3 NAME OF TRUSTEE: Settlor hereby appoints the following as Trustee of this Trust: • First Appointment (Initial Trustee): PHILIP V.R. VAN WYCK, III, as Trustee. Second Appointment (Successor Trustee): CATHERINE ANNE VAN WYCK, MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV. 1.3.1 PHILIP V.R. VAN WYCK, III shall serve as the Initial Trustee. If for • any reason PHILIP V.R. VAN WYCK, III fails to qualify or ceases to act, the above mentioned Successor Trustee Appointees shall serve in the order appointed as provided below. • 1.3.2 Upon the death, resignation, legal disability or incapacity of the Settlor, the Settlor's term as Trustee shall cease and terminate and • 1 • CATHERINE ANNE VAN WYCK shall replace and succeed the • Settlor as Successor Trustee and shall carry out the terms and provisions of this Trust as set forth herein. • 1.3.3 Upon the death, resignation, legal disability or incapacity of CATHERINE ANNE VAN WYCK, her term as Successor Trustee shall cease and terminate and MEADE BOLIN VAN WYCK and • PHILIP VAN RENSSELAER VAN WYCK, IV, together, or the survivor of them, shall then act as the Successor Co-Trustees and shall carry out the terms and provisions of this Trust as set forth herein. • 1.3.4 The Trustee shall use his or her best effort to collect all sums payable on contracts of insurance on the life of the Settlor. 1.3.5 A Successor Trustee shall not be liable or responsible for the acts of a • prior Trustee or for any losses resulting during his or her tenure, and shall not be bound by any accounting rendered by a prior Trustee, or liable for a failure to account by such Trustee. ., .~ 2) ARTICLE TWO of the Declazation of Trust Agreement is hereby revoked in its • entirety and a new Article with the same number is hereby substituted in lieu of and in its stead, which Article shall read as follows: ARTICLE TWO • DISTRIBUTION OF PRINCIPAL AND INCOME 2.1 DURING THE LIFETIME OF THE SETTLOR: During the Settlor's lifetime, the Settlor shall be entitled to all the income and so much of the principal as • the Settlor desires or needs out of the Settlor's property in the Trust Estate, • 2 • for the Settlor's most comfortable health, care, maintenance, support and • education. 2.2 INCAPACITATED OR INCOMPETENT SETTLOR: If at any time, either in the Trustee's sole discretion or as certified in writing by two (2) licensed • physicians, the Settlor has become physically or mentally incapacitated or incompetent, whether or not a court of competent jurisdiction has declazed the • Settlor incompetent, incapacitated, mentally ill or in need of a conservator, the Trustee shall pay to the said Settlor, or apply for the benefit of said Settlor, the amounts of net income and principal necessary for the proper health, support, • care, and maintenance of the Settlor in accordance with the Settlor's accustomed manner of living. Any income in excess of the amounts applied for the benefit of the Settlor shall be accumulated and added to the principal of • the Trust. 2.3 INCOMPETENCY - DEFINITION: The Settlor shall be considered incompetent if he or she is unable to give prompt and intelligent consideration ~ to his or her financial affairs. The determination of incompetency shall be made based upon a written statement by (a) a majority of the Settlor's adult children, if any, or (b) two (2) physicians familiaz with the Settlor's condition. ~ No person shall participate in the determination of his own incompetency. 2.4 LIABILITY OF TRUSTEE: The Initial Trustee is hereby exonerated from any liability in connection with the making of any of the above-mentioned • payments in the exercise of his or her absolute discretion. The Trustee shall accumulate and add to the principal of the Trust Property and invest and distribute as a part thereof any of the annual net income not expended ~ hereunder. • 3 • .~ • • 2.5 CHANGE IN TRUST COMPOSITION: During the lifetime of the Settlor, a Successor Trustee shall make no change in the composition of the Trust Estate by sale, encumbrance or otherwise, without first obtaining the written consent of the Settlor, so long as Settlor is competent, or unless the Settlor relinquishes such veto power by written instrument delivered to the Successor Trustee. AFTER THE DEATH OF THE SETTLOR 2.6 PAYMENTS AFTER THE DEATH OF THE SETTLOR: Upon the death of the Settlor, the Tnustee, if in its discretion it deems it advisable, may pay all or ~ any part of the last illness, funeral and burial expenses, legally enforceable debts and claims against and reasonable costs of administration of the Settlor's estate, any allowances by court order to those dependent upon the deceased, ~ any estate, inheritance, succession, death or similar taxes payable by reason of the Settlor's death, together with any interest thereon or other additions thereto, without reimbursement from the Settlor's personal representative, ~ executor or administrator, from any beneficiary of insurance upon the Settlor's life or from any other person to the extent that these shall not be paid or the responsibility for their payment assumed by some other person, estate or ~ entity. All such payments, except for interest, shall be charged against the principal of the Trust Estate includible in the Settlor's estate for Federal Estate Tax purposes and any interest so paid shall be charged against the ~ name thereof. 2.7 GENERAL POWER OF APPOINTMENT OF THE SETTLOR: The Trust shall terminate upon the death of the Settlor, whereupon all properties and ~ assets then held in Trust shall go to and be conveyed, transferred, assigned and delivered by the Trustee to the person or persons appointed to receive the • 4 • same under and pursuant to the exercise by the Settlor of the following general • power of appointment: The Settlor is hereby granted a general power of appointment, to be exercised during the Settlor's lifetime by delivery of a written instrument to the Trustee, or by him or her in his or her Last Will and • Testament, and whether or not he or she survives the distribution of the Settlor's probate estate, to appoint the entire principal and all the accumulated and undistributed net income of the trust assets to the Settlor, his • or her estate, his or her creditors, the creditors of his or her estate, or any other person. Provided that the foregoing power of appointment may be exercised only by specific reference and expression of the Settlor's intent to so • exercise in said written instrument delivered during the Settlor's lifetime or in the Settlor's Last Will and Testament, as above provided, and not by a general or residual clause in his or her Will. The Trustee shall deliver any property so • appointed directly to the person or persons designated in the Will of the Settlor. The Settlor does not intend to subject any property of this Trust to the jurisdiction of the Probate Court by the exercise of this power of appointment. • 2.8 DISTRIBUTION AFTER THE DEATH OF THE SETTLOR: Upon the death of the Settlor, the remaining Trust assets, including any assets subsequently added to the Trust, shall be distributed as follows: • A) The Trustee shall promptly distribute all the Settlor's right, title and interest in and to the Settlor's tangible personal property in the Trust as • of the date of death of the Settlor to the person(s) designated on the Settlor's Exhibit "A" of Tab X of the Settlor's Personal Estate Plan Organizer or on an Exhibit attached hereto and expressly made a part • hereof for this purpose free from the Trust. • 5 • • B) If and in the event CATHERINE ANNE VAN WYCK survives the Settlor, the entire balance of the Trust Estate as then constituted after making the distribution set forth in Paragraph 2.8(A) above, if auy, • shall be retained in the Trust and the principal and all the income derived therefrom shall be distnbuted as follows: 1) The Trustee shall promptly distribute all the Settlor's right, title • and interest in the Settlor's personal residence in the Trust used by him as his personal residence as of the date of his death to or apply for the benefit of CATHERINE ANNE VAN WYCK, • personally, or to the Trustee of a revocable living trust she may establish, as the Trustee of this Trust shall decide and determine free from this Trust. • 2) Except as set forth in Paragraph 2.8(C) below, if and in the event CATHERINE ANNE VAN WYCK survives the Settlor, the Trustee shall promptly distribute the balance of the Trust • Estate as then constituted after making the distribution set forth in Paragraph 2.8(A) and Paragraph 2.8(B) above, to or apply for the benefit of CATHERINE ANNE VAN WYCK, personally, • or to the Trustee of a revocable living trust she may establish, as the Trustee of this Trust shall decide and determine free from • this Trust. C) Notwithstanding the division and distribution of the Trust Estate as set forth in Paragraph 2.8(A) and Paragraph 2.8(B) above, if and in the event CATHERINE ANNE VAN WYCK survives the Settlor, the Trustee shall retain in the Trust a portion of the Trust Estate which has a fair market value as of the date of death of the Settlor equal to the • 6 • maximum unified federal estate tax exemption amount (currently • $600,000.00), which portion of the Trust Estate shall include all the Settlor's right, title and interest in and to any and all improved or unimproved real property in the Trust as of the date of death of the • Settlor located in Bennington County, Vermont, which Trust Estate and all the income derived therefrom shall be distributed as follows: 1) Commencing on the date of death of the Settlor and continuing • for so long as CATHERINE ANNE VAN WYCK shall live, the Trustee shall promptly distribute, in quarterly or more convenient installments as the Trustee shall determine, all the • income derived from the Trust Estate as then constituted to or apply for the benefit of CATHERINE ANNE VAN WYCK for so long as she shall live free from the Trust. • 2) In addition to the distribution of income as set forth in Paragraph 2.8(C)(1) above, commencing on the date of death of • the Settlor and continuing for so long as CATHERINE ANNE VAN WYCK shall live or until she remarries, whichever event occurs first, the Settlor hereby gives and CATHERINE ANNE • VAN WYCK shall have the right to the sole and exclusive use, possession and enjoyment of all the Settlor's right, title and interest in and to any and all real property in the Trust as of the • date of death of the Settlor located in Bennington County, Vermont, to include the net rental income of the said real property if CATHERINE ANNE VAN WYCK decides and • elects to rent the said premises. In addition, CATHERINE ANNE VAN WYCK may, at her sole and exclusive discretion, direct the Trustee to sell the said Bennington County, Vermont, • 7 • real property and to invest the net proceeds derived therefrom • as she shall decide and determine. 3) Upon the subsequent death of CATHERINE ANNE VAN • WYCK, the Trustee shall distribute the balance of the principal of the Trust Estate as then constituted plus any accumulated and undistributed income derived therefrom as follows: • n • • • a) The Trustee shall promptly distribute Eighty (80%) Percent of the balance of the Trust Estate as then constituted in equal shares to or apply for the benefit of the Settlor's sons, MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV, or to the survivor of them, free from the Trust. b) The Trustee shall promptly distribute Twenty (20%) Percent of the balance of the Trust Estate as then constituted to or apply for the benefit of the Settlor's daughter, ALISON GRANT VAN WYCI{, if she survives the Settlor free from the Trust; however, if and in the event ALISON GRANT VAN WYCK has predeceased the Settlor or has predeceased any distribution set forth herein, any share of the Trust Estate she would have received had she survived the said distribution shall be distributed as set forth in Paragraph 2.8(C)(3)(a) above. D) Notwithstanding the division and distribution of the Trust Estate as set forth in Pazagraph 2.8(A) through Pazagraph 2.8(C), inclusive, above, if for any reason the Settlor's death cannot be legally determined immediately, the Settlor hereby gives and CATHERINE ANNE VAN • 8 • WYCK shall have the right to the sole and exclusive use, possession ~ and enjoyment of the entire Trust Estate as then constituted until such time as the Settlor's death can be legally determined for so long as she shall live or until she remarries, whichever event occurs first. In ~ addition, commencing on the disappearance of the Settlor, pending legal certification of the Settlor's death, the Trustee shall promptly distribute, in quarterly or more convenient installments as the Trustee ~ shall determine, all the income derived from the Trust Estate as then constituted to or apply for the benefit of CATHERINE ANNE VAN WYCK for so long as she shall live or until she remarries, whichever ~ event occurs first, free from the Trust, except that if CATHERINE ANNE VAN WYCK has predeceased the Settlor the Trustee shall promptly distribute, in quarterly or more convenient installments as the ~ Trustee shall determine, all the income derived from the Trust Estate as then constituted in equal shazes to or apply for the benefit of the Settlor's sons, MEADE BOLIN VAN WYCK and PHILIP VAN ~ RENSSELAER VAN WYCK, IV, until such time as the fact of the Settlor's death has been legally established or determined free from the Trust. Further, except that if and in the event either MEADE BOLIN ~ VAN WYCK or PHILIP VAN RENSSELAER VAN WYCK, 1V has predeceased any distribution of income as provided in this Pazagraph, all the income derived therefrom shall be promptly distributed in equal ~ shares to the Settlor's children that survive the Settlor until such time as the fact of the Settlor's death has been legally established or determined free from the Trust. ~ E) Notwithstanding the division and distribution set forth in Pazagraph 2.8(A) through Pazagraph 2.8(D), inclusive, above, if and in the event ~ 9 • • • CATHERINE ANNE VAN WYCK has predeceased the Settlor or CATHERINE ANNE VAN WYCK and the Settlor die under such circumstances where it cannot be determined who died first, the entire balance of the Trust Estate as then constituted shall be distributed as follows: 1) The Trustee shall promptly distribute all the Settlor's right, title and interest in and to the Settlor's tangible personal property in the Trust as of the date of death of the Settlor to the person(s) designated on the Settlor's Exhibit "A" of Tab X of the Settlor's Personal Estate Plan Organizer or on an Exhibit attached hereto • and expressly made a part hereof for this purpose free from the Trust. • • 2) The Trustee shall promptly distribute Four Hundred Eighty Thousand ($480,000.00) Dollars in cash or cash equivalent in equal shazes to or apply for the benefit of the Settlor's sons, MEADE BOLIN VAN WYCK and PHILIP VAN RENSSELAER VAN WYCK, IV, or to the survivor of them, free from the Trust. • • • 3) The Trustee shall promptly distribute One Hundred Twenty Thousand ($120,000.00) Dollazs in cash or cash equivalent to or apply for the benefit of the Settlor's daughter, ALISON GRANT VAN WYCK, if she survives the Settlor free from the Trust; however, if and in the event ALISON GRANT VAN WYCK has predeceased the Settlor or has predeceased any distribution set forth herein, any shaze of the Trust Estate she would have received shall be distributed as set forth in Paragraph 2.8(E)(2) above. ~ IO 4) Except as set forth in Pazagraph 2.8(F) below, the balance of the • • • • • Trust Estate as then constituted after malting the distribution set forth in Pazagraph 2.8(E)(1) through Paragraph 2.8(E)(3), inclusive, above, shall be promptly distributed in shazes substantially equal as to value to or apply for the benefit of the Settlor's children by right of representation free from the Trust. F) Notwithstanding the division and distribution set forth in Pazagraph 2.8(E)(4) above, MEADE BOLIN VAN WYCK and PHII.IP VAN RENSSELAER VAN WYCK, IV are hereby given and shall have the right of first refusal to take as all or a portion of his share of the Trust Estate all right, title and interest in and to any individual parcel of real property in the Trust as of the date of death of the Settlor as they may agree between themselves within sixty (60) days of the death of the Settlor and if they cannot agree then as the Trustee shall determine. 2.9 HELD IN TRUST FOR BENEFICIARY UNDER THE AGE OF 25: Except as ~ otherwise provided in Paragraph 2.8 above, if, at the time set for the distribution of Trust Estate according to the provisions of this Trust, a beneficiary is under the age of Twenty-five (25) years, then the Trustee shall ~ not distribute that beneficiary's share of the trust to him or her, but shall hold that beneficiary's allocated share of the trust until the beneficiary attains the age of Twenty-five (25) yeazs. So long as the beneficiary is under the age of ~ Twenty-five (25), the Trustee shall pay to or apply for the benefit of the beneficiary, out of the beneficiary's allocated share, as much of the net income and principal of the trust as the Trustee, in the Trustee's sole discretion, shall ~ deem necessary for his or her proper health, care, maintenance, support and education. In making this determination, the Trustee shall take into ~ I1 • consideration, to the extent the Trustee shall deem advisable, any other ~ income or resources of the beneficiary known to the Trustee and reasonably available for these purposes. Except as otherwise provided herein, when the beneficiary reaches the age of Twenty-five (25) yeazs, the Trustee shall ~ promptly distribute to him or her the balance of the beneficiary's allocated share free from the Trust. The foregoing payments shall be made without regazd to other resources of ~ the beneficiary or the duty of any person to support the beneficiary and without the intervention of any guazdian or like fiduciary; provided, however, that the Trustees shall insure and see to the application of the funds for the ~ benefit of the beneficiary, so that the funds will not be used by any adult person, or any other person for a purpose other than the direct benefit of the beneficiary, and particulazly so that said funds will not be diverted from the ~ purpose of health, care, maintenance, support and education of said beneficiary. ~ If a beneficiary for whom assets aze being held according to this pazagraph dies before reaching the age of Twenty-five (25), the undistributed balance of that beneficiary's share of the Trust Estate shall be distributed in the manner ~ that the deceased beneficiary's share would have been distributed had the Settlor died after the death of the deceased beneficiary. 2.10 DEATH OF ALL BENEFICIARIES: If, at the time of the Settlor's death or at ~ any later time before full distribution of the Trust Estate, any beneficiary entitled to distribution under the terms of this Trust is deceased and no other disposition of the property is directed by this Trust, that share shall thereupon ~ be distributed to those persons who would then be the deceased Settlor's heirs at law. ~ 12 • The identities and the respective shares of each of them shall be determined • by the Trustee according to the laws of the State of Arizona then in effect relating to the succession of property. • 3) PARAGRAPH 4.1 of the Declaration of Trust Agreement is hereby revoked in its ~ entirety and a new Paragrapph with the same number is hereby substituted in lieu of and in its stead, which Paragraph shall read as follows: 4.1 MANAGEMENT OF TRUST PROPERTY: With respect to the Trust ~ Property, except as otherwise specifically provided in this Trust, the Trustee and any successor shall have all powers now or hereafter conferred upon Trustees by applicable state law and also those powers appropriate to the ~ orderly and effective administration of the Trust. All powers shall be exercised at the expense of the Trust Estate. Such powers shall include, but are not necessarily limited to, the following powers with respect to the assets in the ~ Trust Estate: a. To manage, operate, control, purchase, buy, sell, convey, divide, convert or allot the Trust Property, and to sell upon deferred payments; to lease for terms within or extending beyond the duration of the Trust for any purpose including exploration for and removal of gas, oil or other ~ minerals; to enter into community oil leases; and to enter into covenants and agreements relating to the property so leased or any improvements which may be erected on such property. b. To abandon or retain underproductive and unproductive property, ~ including stock of the Trustee, and invest and reinvest the Trust funds in such property as the Trustee, in the exercise of reasonable business judgement, may deem advisable, whether or not the property is of the character specifically permitted by law for the investment of trust funds, including iYrvestments in any common trust fund now or hereafter ~ established by Trustee. c. To retain nonproductive assets at the direction of the Settlor or current income beneficiaries of the Trust. ~ 13 • d. To borrow money for any purpose; to place, replace, renew or extend any encumbrance upon any Trust Property by mortgage, deed of trust, • pledge or otherwise, regardless of the purpose of any such action. e. To establish lines of credit and to guarantee any and all loans made to the Settlor regardless of the purpose of the loan. • f. To participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations and, in connection therewith, to deposit securities with and transfer title and delegate discretions to any protective or other committee as the Trustee may deem advisable. • g. To acquire or dispose of an asset, for cash or on credit, at public or private sale; and to exchange, partition, change the character of or abandon a Trust Asset or any interest therein. h. To make ordinary or extraordinary repairs, improvements or • alterations in buildings or other Trust Property, to demolish any improvements, to raze existing or erect new party walls or buildings. i. To subdivide, develop or dedicate land to public use; or to make or obtain the vacation of plats and adjust boundaries; or to adjust differences in valuation on exchange or partition by giving or receiving • consideration; or to dedicate easements to public use without consideration; or to create restrictions, easements or other servitudes. To grant an option involving disposition of a Trust Asset, or to take an option for the acquisition of any asset. • k. To vote a security, in person or by general or limited proxy. 1. To pay calls, assessments and any other sums chargeable or accruing against or on account of securities. • m. To sell or to exercise or not exercise, as the Trustee may deem advisable, any subscription, conversion or other rights or options which may at any time attach to, belong to or be given to the holders of any stocks, bonds, securities or other instruments in the Trust Estate. • n. To buy, sell and trade in precious metals of any nature, including, but not limited to, gold, silver and platinum, on margin or otherwise. o. To sell short, to invest in warrants, to invest in options of all kinds, including but not limited to, the purchase or sale of options of all kinds, the purchase of put and call options, the writing (selling) of put and call • options, selling naked put and call options, to engage in covered call writing, to engage in option spreading and all types of option trading and to engage in speculative investments of every type. • I4 • p. To buy, sell and trade in securities of any nature on margin or otherwise, including short sales and contracts for the future delivery of • commodities; to maintain and operate margin accounts and other accounts with brokers; and to pledge any securities held or purchased by the Trust to brokers as security for loans and advances made to the Trust. • q. To hold a security in the name of a nominee or in other form without disclosure of the Trust, so that title to the security may pass by delivery, but the Trustee is liable for any act of the nominee in connection with the security so held. r. To insure the assets of the Trust against damage or loss, and the • Trustee against liability with respect to third persons. s. To advance money for the protection of the Trust, and for all expenses, losses and liabilities sustained in the administration of the Trust or because of the holding or ownership of any Trust Assets, for which • advances with any interest the Trustee has a lien on the Trust Assets as against the beneficiary. t. To pay or contest any claim; to settle a claim by or against the Trust by compromise, arbitration or otherwise; and to release, in whole or in part, any claim belonging to the trust to the extent that the claim is • uncollectible; to institute, compromise and defend actions and proceedings. u. To commence or defend litigation with respect to the Trust or any property of the Trust Estate as Trustee may deem advisable and to • employ such counsel as the Trustee shall deem advisable for that purpose. v. To enforce any mortgage, deed of trust or pledge and, at any sale under any mortgage, deed of trust or pledge, to bid and purchase, at the expense of the Trust, any property subject to any such security • instrument. w. To pay taxes, assessments, compensation of the Trustee and other reasonable expenses incurred in the collection, care, administration and protection of the Trust. • x. To prepare, execute and file on behalf of the Settlor any and all income-tax declarations and returns, and any other tax returns and reports (including but not limited to protests, claims, elections, consents, closing agreements, waivers of statutes of limitations and extensions), and to represent any trust, estate or interest created by this • Trust before the Internal Revenue Service or Treasury Department and any state and local tax authority with respect to any claim or proceeding having to do with the Settlor's tax liabilities, federal, state or local, for any and all years. • IS • y. To apply for a Certificate of Title upon, and endorse and transfer title thereto, for any automobile, truck, pickup, van, motorcycle or other • motor vehicle, and to represent in such transfer assignment that the title to said motor vehicle is free and clear of all liens and encumbrances except those specifically set forth in such transfer assignment. z. To hold S Corporation shares in accordance with Internal Revenue • Code Section 1361(c)(2)(A), or in accordance with any subsequent Code provisions or modifications of said Section. aa. To have access at any time or times to any safe deposit box rented by the Settlor or the Trust, wheresoever located, and to remove all or any • part of the contents thereoij and to surrender or relinquish said safe deposit box, and any institution in which any such safe deposit box may be located shall not incur any liability to the Settlor or the Settlor's estate as a result of permitting any agent to exercise this power. bb. To pay over to the Personal Representative of the deceased Settlor's • estate all obligations of the United States Government held hereunder which may be redeemed at par in payment of federal estate taxes, but only if such obligations are held as a part of .the deceased Settlor's estate and, if held as a part of a community estate, then only to the extent of one-half (1/2) thereof. • cc. To continue or participate in any business or other enterprise and to effect incorporation, dissolution or other change in the form of organization of the business or enterprise. dd. To pay the debts of the Settlor, the cost of any final illnesses of Settlor, and the cost of Settlor's funeral and final disposition, and to authorize • any actions necessary to arrange for Settlor's funeral, funeral service and fmal disposition. ee. To make distributions as authorized in this Trust Agreement, including distributions to the Trustee, in kind or in money or partly in each, even • if shares be composed differently. For such purposes, the valuation of the Trustee shall be given effect, if reasonably made. ff. To protect the assets held in any trust created hereunder, to deal with matters involving the actual or threatened contamination of trust property (including interests in sole proprietorships, partnerships or • corporations and any assets owned by such business entities) by hazardous substances or involving compliance with environmental laws. In particular, any trustee is empowered: 1) To conduct environmental assessments, audit, inspect and monitor any such property periodically, as it deems necessary, to • determine compliance with any environmental law or regulation affecting such property, with all expenses of such inspection and monitoring to be paid from the income or principal of the trust; • 16 • 2) To respond (or take any other action necessary to prevent, abate or "clean up") as it shall deem necessary, prior to or after the • initiation of enforcement action by any governmental body, individual, partnership, corporation, trust, or other entity, to any actual or threatened violation of any environmental law affecting any of such property, the cost of which shall be payable from trust assets; • 3) To refuse to accept property as a trust asset if it determines that such property is contaminated by any hazardous substance or that such property is being used or has been used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust or otherwise impair the • value of trust assets and to require as a prerequisite to accepting property that the donating party provide satisfactory evidence that any of the above is not or has not happened, including an environmental assessment by an environmental consulting company, of such scope as the trustee determines appropriate in its sole and exclusive discretion, with the costs of such • assessments to be paid from trust assets, even where the trustee declines to accept the property or act as trustee; 4) To institute legal proceedings concerning hazardous substances and to settle or compromise at any time any claim against this • trust related to any such matter asserted by any governmental body or private party; 5) To disclaim any power which it determines may cause it to incur personal liability as a result of such matters, whether such power is set forth in this document, incorporated by reference herein, • or granted or implied by any statute or rule of law; 6) To employ agents, consultants, and legal counsel to assist in or perform the above actions; and 7) To decline to serve as trustee or, having undertaken to serve, • resign at any time it believes there is or may be a conflict between it in its fiduciary capacity and in its individual capacity because of potential claims or liabilities which might be asserted against this trust because of the type or condition of trust assets. When used in this document the term "hazardous substance(s)" • shall mean any substance defined as hazardous or toxic or otherwise regulated by any federal, state or local law(s), rule(s) or regulation(s) relating to the protection of the environment or human health ("environmental law(s)"). gg. Notwithstanding any contrary provision of this instrument, the trustee • may withhold a distribution to a beneficiary from a trust hereunder until receiving from the beneficiary an indemnification agreement in which the beneficiary agrees to indemnify the trustee against any claims filed against the trustee as an "owner" or "operator" under the • 17 • Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation ~ thereunder, or any other environmental law; provided further that the trustee may not take any action under this paragraph which would in any way jeopardize any marital deduction available under federal or state law or property passing to or for the benefit of any spouse. • 4) The original Declaration of Trust Agreement or the said agreement as previously amended shall, in all other respects, remain m full force and effect. [7 • • • [7 • 18 • EXECUTION OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST ~ The Settlor as Trustee executes this Amendment and Restatement of Declaration of Trust Agreement effective as of January 25,1996. PHILIP V.R. VAN WYCK, III certifies he is the Settlor of and has read the forgoing Amendment and Restatement of Declazation of Trust Agreement. It correctly stated the ~ terms and conditions under which the Trust Estate is to be held, managged and disposed of by the Trustee. He approves the Amendment and Restatement of Declazation of Trust in all particulars and requests Trustee to execute it and by so doing accept the amendment and restatement as Initial Trustee. ~ SETTLOR: TRUSTEE: Philip .Van Wyck, III Philip .Van Wyck, III • ~ ACKNOWLEDGEMENT STATE OF ARIZONA } } S.S. COUNTY OF MARICOPA } On January 25, 1996, before me the undersigned, a Notary Public in and for the State of Arizona, personally appeazed PHILIP V.R. VAN WYCK, III, proven to me, on the basis of satisfactory evidence, to be the person whose name is subscribed to within the Amendment and Restatement of Declaration of Trust Agreement and aclaiowledged that PHII.IP V.R. ~ VAN WYCK, III executed the same. • (SEAL) • ~ 19 ~~ ~ ~ ~ i - AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST AGREEMENT This second (2nd) Amendment and Restatement of Declaration of Trust Agreement made this twenty-seventh {27th) day of March, 2000, by and between PHILIP V. R. VAN .WYCK, III (hereinafter referred to as the Settlor) and PHILIP V. R. VAN WYCK, III (hereinafter referred to as the Trustee). WHEREAS, the .Settlor and the Trustee entered into a Declaration of Trust Agreement, established., December 27, 1991 (hereinafter called the Trust Agreement), and WHEREAS, Article Three of the Trust Agreement provided that the Settlor reserved right to amend in any manner or revoke in whole or in part the Trust Agreement, and WHEREAS, the Settlor is desirous' of modifying and amending the Trust Agreement and the Trustee is agreeable to the modifi- cations and amendments contained herein, NOW, THEREFORE,. IT IS AGREED: 1) PARAGRAPH 2.8 of the Declaration of Trust Agreement is hereby ~ z'evoked in its entirety and a new Paragraph with the same number is hereby substituted in lieu of and in its stead, which "' paragraph shall read as follows: 2.8 DISTRIBUTION AFTER THE DEATH OF THE SETTLOR: Upon -the death of the Settlor, the remaining Trust `assets, including ~ any assets subsequently added to the Trust, shall be dis- tributed as follows: A) The. Trustee-shall promptly distribute all the Settlor's right,. title, and interest in and to the Settlor's. .tangible personal property in the Trust as of the date ~ of death of the Settlor to the person(s) designated` on the Settlor's Exhibit "A" o.f Tab X of the Settlor`s Personal Estate-Plan Organizer or on an Exhibit attached hereto and expressly made a part hereof for this purpose free from the Trust. ~ B) Except as set forth in Paragraph 2.8(C) below, if and in the event CATHERINE ANNE VAN WYCK survives the Settlor, the Trustee shall promptly distribute the balance of the Trust as then constituted after C7 (Page 1 of 5) d 0 r i • AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST AGREEMENT ~ This THIRD ('3rd) Amendment and t~estatement of Declaration of Trust Agreement made this twenty-seventh (27th) day of April 2001 (4/27./01), by and between PHILIP V. R. VAN WYCK, III (hereinafter referred to as the Settlor) and PHILIP V. R. VAN WYCK III (hereinafter referred to as the Trustee) ~ WHEREAS, the Settlor and the Trustee entered into a Declaration of Trust Agreement, established December 27, 1991 (hereinafter called the Trust Agreement), and WHEREAS, Article Three of the Trust Agreement provided ~ that the Settlor reserved the right to amend in any manner or revoke in whole or in part the Trust Agreement, and Whereas, the Settlor is desirous of modifying and amending the Trust Agreement and the Trustee is agreeable to the modi- fications and amendments contained herein. ~ NOW, THEREFORE, IT IS AGREED: 1) PARAGRAPfI 2.8 of the Declaration of Trust Agreement is hereby revoked in its entirety and a new Paragraph with the same number is hereby substituted in lieu of and in its stead, which ~ F.~.~ragr•spl-._ shall read as follows: 2.8 DISTRIBUTION AFTER THE DEATH OF THE SETTLOR: Upon the death of the Settlor, the remaining Trust. assets, including any assets subsequently added to the Trust,-shall be dis- tributed as follows: ~ A) The Trustee shall promptly distribute all the Settlor's right, title, and interest in and to the Settlor's tangible personal property in the Trust as of the date of death of the Settlor to the person (s) designated on the Settler's Exhibit "A" of Tab X of the Settlor's ~ Personal Estate Plan Organizer or on an Exhibit attached hersto and expressly made a part hereof for this purpose free from the Trust. B) Except as set forth in Paragraph 2.8(C) below, if and in the event CATHERINE ANNE VAN WYCK survives the ~ Settlor, the Trustee shall promptly distribute the balance of the Trust as then constituted after (Page 1 of 5) 3 r • • 2.8 (B) continued • making the distribution set forth in Paragraph 2.8(A) above, to or apply for the benefit of CATHERINE ANNE VAN WYCK, personally, or to the Trustee of a revocable living trust she may establish, as the Trustee of this Trust shall decide and determine free from this Trust. C) Notwithstanding the division and distribution of the • Trust Estate as set forth in Paragraph 2.8(A) and Paragraph 2.8(B) above, if and in the event CATHERINE ANNE VAN WYCK survives the Settlor, the Trustee shall retain in the Trust a portion of the Trust Estate which has a fair market value as of the date of death of the Settlor, equal to the maximum unified federal estate • tax exemption amount (currently $675,000), which Trust Estate and all the income and capital gains derived therefrom shall be distributed as follows: 1) Commencing on the date of death of the Settlor and continuing for so long as CATHERINE ANNE VAN • WYCK shall live, the Trustee shall promptly dis- tribute, in quarterly or more convenient install- ments as the Trustee shall determine, all the income and capital gains derived from the Trust Estate as then constituted to or apply for the benefit of CATHERINE ANNE VAN WYCK for so long . as she shall live free from the Trust. 2) Upon the subsequent death of CATHERINE ANNE VAN WYCK, the Trustee shall distribute the balance of the principal of the Trust Estate as then constituted, plus any accumulated and undistributed ~ income derived therefrom, as follows: The first $500,000 of the Trust estate shall be divided equally between the Settlor's two sons, MEADE BOLIN VAN WYCK AND PHILIP V.R. VAN WYCK, IV, or in the .event one of them has pre-deceased my wife CATHERINE ANNE VAN WYCK, then the first $250,000 shall be ~ distributed to the remaining son, and the balance of the Settlor's estate shall be distributed in equal shares to the Settlor's three children, MEADE BOLIN VAN WYCK, PHILIP V.R. VAN WYCK IV, and ALISON GRANT VAN WYCK, or to the survivors of the three children, by right of representation ~ free from the Trust. D) Notwithstanding the division and distribution of the Trust Estate as set forth in Paragraph 2.8(A) through (Page 2 of 5) • a 3 r • • C: • • • • • 2.8(D) continued D) Paragraph 2.8(C), inclusive, above, if for any reason the Settlor's death cannot be legally determined immediately, the Settlor hereby gives and CATHERINE ANNE VAN WYCK shall have the right to the sole and exclusive use, possession and enjoyment of the entire Estate Trust as then constituted until. such time as the Settlor's death can be legally determined. In addition, commencing on the disappearance of the Settlor pending legal certification of the Settlor's death, the Trustee shall promptly distribute, in quarterly or more convenient installments as the Trustee shall determine, all the income and capital gains derived from the Trust Estate as then constituted to or apply for the benefit of CATHERINE ANNE VAN WYCK for so long as she shall live, free from. the Trust, except that if CATHERINE ANNE VAN WYCK has predeceased the Settlor the Trustee shall promptly distribute, in quarterly or more convenient installments as the Trustee shall determine, all the income derived from the Trust Estate as then constituted in equal shares to or apply for the benefit of the Settlor's children, MEADE BOLIN VAN WYCK, PHILIP V. R. VAN WYCK IV, AND ALISON GRANT VAN WYCK, until such time as the fact of the Settlor's death has been legally established. or determined,. free from the Trust. Further, except. that if and in .the event either MEADE BOLIN VAN WYCK, PHILIP V.R. VAN WYCK IV, or ALISON GRANT VAN WYCK, has predeceased - any-distribution of income as provided ih thus para-- graph, all the income derived therefrom shalt be' promptly distributed in equal shares to the Settl.or's children that survive the Settlor until such time_as 3 r the fact of the Settlor's death has been. legally established or determined, free from the Trust. E) Notwithstanding the division and distribution set forth in Paragraph 2.8(A) through Paragraph 2.8(D), inclusive, above, if and in the event CATHERINE ANNE VAN WYCK has predeceased the Settlor or CATHERINE. ANNE VAN WYCK and the Settlor die under such circumstances where it cannot be determined who died. first, the entire balance of the Trust as then constituted shall be dis- tributed as follows: 1) The Trustee shall distribute all the Settlor's right, title, and interest in and to the Settlor's tangible personal property in the Trust as of the (Page 3 of 5) C7 • 2.8(E)7 continued date of death of the Settlor to the person(s) ~ designated on the Settlor's Exhibit "A" of Tab X of the Settlor's Personal Estate Plan Organizer or on an Exhibit attached hereto and expressly made a part hereof for this purpose free from the Trust. ~ 2) The balance of the Trust Estate as then constituted after making the distribution set forth in Paragraph 2.8(E)1 above, shall be promptly distributed in the same manner as defined in Paragraph 2.8(C)2 above. ~ 2) The original Declaration of Trust Agreement or the said agreement as previously amended shall, in all other respects, remain in full force and effect. 3 0 h • (Page 4 of 5) • • • EXECUTION OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST The Settlor as Trustee executes this Amendment and Restatement of Declaration of Trust Agreement effective as of a _ ~ ~ _ n i (date you make this amendment). PHILIP V.R. VAN WYCK, III certifies he or she is the Settlor of and has read the forgoing Amendment and Restatement of Declaration of Trust Agreement. It correctly states the terms and conditions under which the Trust Estate is to be held, managed and disposed of by the Trustee. He ~ or she approves the Amendment and Restatement of Declaration of Trust in all particulars and requests Trustee to execute it and by so doing accept the amendment and restatement as Initial Trustee. SETTLOR: TRUSTEE: • rhilip V.RUU. Van Wyck, III rhilip V. ..Van Wyck, III • ACKNOWLEDGEMENT STATE OF ARIZONA } } S.S. COUNTY OF MARICOPA } • ' On ~' ..~~ ~ ~ (date you make this amenJmentj, before me the undersigned, a Notary Public in and for the S ate of Arizona, personally appeared PHILIP V.R. VAN WYCK, III, proven to me, on the basis of satisfactory evidence, to be the person whose came is subscribed to within the Amendment - and Restatement of Declaration of-Trust 'Agreement .and acknowledged that RHILIA'V:R.-VAN .: A ' `WYCK, III executed the same: Witness hand and Notarial Seal 'OFFICIA!. SEAL" rJ~AR\' F.. BURNS NOt hC ~+~' • edolary Public .State o(Arizona Mariccpa County My Comm. Expires 12.30.2002 My 'ssion Expires: • • (Page 5 of 5) ~. FOURTH AMENDMENT and RESTATEMENT • Of the PHILIP V.R. VAN WYCK.111 TRUST AGREEMENT • This Fourth (4th) Amendment of the Philip V.R. Van Wyck, 111 Trust Agreement, as set forth on the following three {3) pages, is dated 03/16/2010 and written in the Settlor°s own hand and signed by him at the end. • The effect of this Fourth (4th) Amendment of the Philip V.R. Van Wyck, III Trust Agreement is to revoke paragraph 2.8 C of the Third Amendment of the said Trust Agreement, replacing it with "guidance" to Settlor's surviving ~ spouse and successor trustee, Catherine Van Wyck, as to the Settlor's "wishes regarding [his] children and the passing on of [his trust] assets" upon the death of said Catherine Van Wyck, such "wishes" to be incorporated in the Catherine Van Wyck Revocable Living Trust for the • Benefit of the Van Wyck Family "as soon as possible" "upon [Settlor's] death." • • • • • • • .~ u • • • • • • • i i •~ • •... __ ~ . _ .~_ ...~.~____ _____._ ___.--~_.-._ ~,,_. ~- _ _ ~ r _ ~.--- ~_~.~~ ~ r4•~sk ~..~ ___.. o ~.~_ w._ ; ~. ..--- .°-~- --- 4~._-~~~,..-____ _ _ _- ----- __ _ _ _ _. C7 ~'~ 11 b G\ ~~ /O ~ ~~ ~~a~o~ ~~L~4`ON~ ~b~ ~i'~n~ ..- S ' .a ..__ ~ ~ ` ~ V~Q.~-- a `1ST C~~[' V~~ ~ Ss ~' ~ Q S.a ~~ a . a .__ - __._ . ~. 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