EFTA01381166.pdf

render an account of their transactions with respect to the Trust. The Grantor shall have full power to settle finally any such account or to waive the same, and on the basis of such account or waiver, to release the Trustees, individually, and as Trustees, from all accountability, liability and responsibility for their acts or omissions as Trustees. Any such settlement and release or waiver and release shall be binding upon all persons, whether or not then in being, then or thereafter interested in either the income or the principal of the Trust and shall have the force and effect of a final decree, judgment or order of a court of competent jurisdiction rendered in an appropriate action or proceeding for the judicial settlement of such an account in which action or proceeding jurisdiction was obtained over all necessary and proper parties. The expenses of any such accounting shall be a proper administration expense of the Trust payable from principal or income of the Trust, or partly from each, as the Trustees, in their discretion, shall determine. The foregoing provision, however, shall not preclude the Trustees from having their accounts judicially settled, if they shall so desire, and the expenses of a judicial accounting shall be a proper administration expense of the Trust payable from principal. B. If any Trustee shall resign as a Trustee hereunder, the continuing Trustee or Trustees may deliver to the Trustee so resigning, an 7 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0079953 CONFIDENTIAL SDNY_GM_00226137 EFTA01381166