Liquidating trust agreement and indemnification


09-Apr-2019 11:52

In addition, Holdco made representations confirming that CFI Holdings and the Servicer do not owe Holdco any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, subject to the limited circumstances set forth above, need not consult with Holdco with respect to any action taken by CFI Holdings or the Servicer in connection with the Mortgage Loan.

In addition, pursuant to the Participation Agreement, Holdco may not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of the Retained Asset without CFI Holding’s (or it successor’s) prior written consent.

This Puerto Rico Liquidating Trust Agreement, dated as of ________ ___, 2006 (this “ Agreement ”), is made by and among Arahova Communications, Inc.

(“ Reorganized Arahova ”) acting on behalf of the Puerto Rico Trust Interest Holders (as defined below) and [________________], as trustee (in such capacity, the “ Initial Trustee ”)., on the Commencement Date, the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);, on [________ __], 2006, the Bankruptcy Court entered an order (the “ Confirmation Order ”) confirming the Debtors’ [Fourth] Amended Joint Plan of Reorganization (as such plan may hereafter be amended or otherwise modified, the “ Plan ”);, Century Communications Corporation, a Texas corporation and a wholly owned subsidiary of Arahova Communications, Inc.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐This Current Report on Form 8-K (this “Current Report”) is being filed in connection with the completion on January 31, 2018 (the “Closing Date”) of the transactions contemplated by that certain Master Combination Agreement (the “Combination Agreement”), dated as of August 25, 2017, as amended and restated on November 20, 2017, by and among (i) Colony Capital Operating Company, LLC (“CLNS OP”), a Delaware limited liability company and the operating company of Colony North Star, Inc., a Maryland corporation (“CLNS”), (ii) NRF RED REIT Corp., a Maryland corporation and indirect subsidiary of CLNS OP, (iii) North Star Real Estate Income Trust, Inc., a Maryland corporation (“North Star I”), (iv) North Star Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership and the operating partnership of North Star I (“North Star I OP”), (v) North Star Real Estate Income II, Inc., a Maryland corporation (“North Star II”), (vi) North Star Real Estate Income Operating Partnership II, LP, a Delaware limited partnership and the operating partnership of North Star II, (vii) Colony North Star Credit Real Estate, Inc., a Maryland corporation and wholly owned subsidiary of CLNS (“CLNC”), and (viii) Credit RE Operating Company, LLC, a Delaware limited liability company and wholly owned subsidiary of CLNC.

liquidating trust agreement and indemnification-44

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The Combination Agreement contemplates, among other things, a plan for the liquidation (the “Plan”) of a certain asset of North Star I that was not transferred to CLNC in the North Star I Merger.

Specifically, the Plan provides for the liquidation of that certain Promissory Note (the “Note”) in the original maximum principal sum of 0,150,000.00, dated April 11, 2014, as given by the borrowers named therein (collectively, “Borrower”) to NS Income DB Loan – Series III, a series of NS Income DB Loan, LLC, a Delaware limited liability company (“NS Income DB Loan”), as successor in interest to SE Malls Lender NT‑I, LLC, a Delaware limited liability company (“Lender”), which Note was evidenced in part by that certain Loan Agreement dated as of April 11, 2014 (the “Mortgage Loan Agreement”) between Borrower and Lender (the “Excluded Asset”). Westfahl, in their capacities as trustees of the Trust, and North Star I, entered into an Agreement and Declaration of Trust (the “Liquidating Trust Agreement”) of N1 Liquidating Trust, a Maryland statutory trust (the “Trust”).

In accordance with the Plan, on January 31, 2018 and prior to the North Star I Merger Effective Time (as defined in the Combination Agreement), NS Income DB Loan, a wholly owned subsidiary of North Star I OP transferred the Excluded Asset to N1 Hendon Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of North Star I (“Holdco”). The Liquidating Trust Agreement was executed and the Trust was formed pursuant to the Plan and the Combination Agreement for the purpose of liquidating the Retained Asset.

Each of the Indemnified Party and the Indemnifying Parties shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate with the other in connection with any Third Party Claim.

, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim.

The Participation Agreement provides that the Senior Participation, the Retained Asset and the mortgage loan underlying the Excluded Asset (the “Mortgage Loan”) will be serviced by CFI Holdings or such replacement servicer selected by CFI Holdings in its sole and absolute discretion (the “Servicer”).



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