Corporation liquidating trust

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LIQUIDATING TRUST AGREEMENT Dated as of December 31, 2004 by and among AFG Investment Trust D , a trust formed under the laws of the State of Delaware ("Investment Trust D") as Grantor by AFG ASIT Corporation , not in its individual capacity but solely as the Managing Trustee of Grantor and Wilmington Trust Company , not in its individual capacity but solely as the Liquidating Trustee _________________________________________________________________________________ TABLE OF CONTENTS ARTICLE I: NAME AND DEFINITIONS 2 1.1 Name2 1.2 Certain Terms Defined 2 ARTICLE II: NATURE OF TRANSFER 4 2.1 Purpose of Liquidating Trust 4 2.2 Prohibited Activities 5 2.3 No Reversion to Investment Trust D 5 2.4 Payment of Liabilities & nbsp; 5 2.5 Bill of Sale, Assignment, Acceptance and Assumption Agreement; Instruments of Further Assurance 5 2.6 Incidents of Ownership & nbsp; 6 2.7 Notice to Unlocated Holders of Investment Trust D Units 6 ARTICLE III: BENEFICIARIES 6 3.1 Beneficial Interests 6 3.2 Rights of Beneficiaries 7 3.3 No Transfer of Interests of Beneficiaries 7 3.4 Trustee as Beneficiary & nbsp; 8 ARTICLE IV: DURATION AND TERMINATION OF LIQUIDATING TRUST 8 4.1 Duration 8 4.2 Other Obligations of the Liquidating Trustee upon Termination 8 ARTICLE V: ADMINISTRATION OF LIQUIDATING TRUST ASSETS 8 5.1 Sale of Liquidating Trust Assets 8 5.2 Transactions with Related Persons 9 5.3 Payment of Claims, Expenses and Liabilities 9 5.4 Interim Distributions 9 5.5 Final Distribution ; 9 5.6 Reports to Beneficiaries and Others 10 5.7 Federal Income Tax Information 10 5.8 Employment of Manager 11 ARTICLE VI: POWERS OF AND LIMITATIONS ON THE LIQUIDATING TRUSTEE 11 6.1 Limitations on Liquidating Trustee 11 6.2 Specific Powers of the Liquidating Trustee ; 12 ARTICLE VII: CONCERNING THE LIQUIDATING TRUSTEE, BENEFICIARIES, EMPLOYEES AND AGENTS 15 7.1 Generally 15 7.2 Reliance by Liquidating Trustee 15 7.3 Limitation on Liability to Third Persons & nbsp; 16 7.4 Recitals 17 7.5 Indemnification 17 7.6 Rights of Liquidating Trustee, Employees, Independent Contractors and Agents to Own Liquidating Trust Units or Other Property and to Engage in Other Business 18 7.7 Contribution Back 18 ARTICLE VIII: PROTECTION OF PERSONS DEALING WITH THE LIQUIDATING TRUSTEE 19 8.1 Action by Liquidating Trustee 19 8.2 Reliance on Statements by the Liquidating Trustee 19 ARTICLE IX: COMPENSATION OF LIQUIDATING TRUSTEE 19 9.1 Amount of Compensation & nbsp; 19 9.2 Dates of Payment & nbsp; 19 9.3 Expenses 19 ARTICLE X: THE LIQUIDATING TRUSTEE AND SUCCESSOR LIQUIDATING TRUSTEE 19 10.1 Number and Qualification of Liquidating Trustees 19 10.2 Resignation and Removal 20 10.3 Appointment of Successor 20 10.4 Acceptance of Appointment by Successor Liquidating Trustee 21 10.5 Bonds ; 21 ARTICLE XI: CONCERNING THE BENEFICIARIES 21 11.1 Evidence of Action by Beneficiaries 21 11.2 Limitation on Suits by Beneficiaries 22 11.3 Requirement of Undertaking 22 ARTICLE XII: MEETING OF BENEFICIARIES 22 DIV 12.1 Purpose of Meetings 22 12.2 Meeting Called by Liquidating Trustee 22 12.3 Meeting Called on Request of Beneficiaries 22 12.4 Persons Entitled to Vote at Meeting of Beneficiaries 23 12.5 Quorum 23 12.6 Adjournment of Meeting 23 12.7 Conduct of Meetings 23 12.8 Record of Meeting ; 23 ARTICLE XIII: AMENDMENTS ; 23 13.1 Consent of Beneficiaries 23 13.2 Notice and Effect of Amendment 24 13.3 Liquidating Trustee' s Declining to Execute Documents 24 ARTICLE XIV: MISCELLANEOUS PROVISIONS 24 14.1 Filing Documents 24 14.2 Intention of Parties to Establish Liquidating Trust 24 14.3 Beneficiaries Have No Rights or Privileges as Holders of Investment Trust D Units 24 14.4 Laws as to Construction 25 14.5 Severability 25 14.6 Notices 25 14.7 Counterparts 26 LIQUIDATING TRUST AGREEMENT This LIQUIDATING TRUST AGREEMENT (this "Agreement"), dated as of December 31, 2004 (the "Effective Date"), by and among AFG ASIT Corporation, not in its individual capacity but solely as Managing Trustee (the "Managing Trustee") of AFG Investment Trust D, a trust formed under the laws of the State of Delaware ("Investment Trust D"), pursuant to a certain Third Amended and Restated Declaration of Trust dated as of October 1, 2003, as the same has been amended thereafter from time to time (the "Trust Agreement") and WILMINGTON TRUST COMPANY, a Delaware banking corporation as Liquidating Trustee (the "Liquidating Trustee").

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