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at public or privateisale for consideration which may consist in whole or in part of cash, securities or the property of ~any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its affairs;} provided, however, that any position of all or substantially all of the 4M Fund Property shall reclui~e approval of the principal terms of the transaction and the nature and amount of the consideration~ by affirmative vote of not less than a majority of the Participants entitled to vote thereon; and :(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection; the Trustees may distribute the remaining 4M Fund Property, in cash or in kind or partly in ea~:h, among the Participants according to their respective proportionate allocation of Shares. (c) .Upon termination of the 4MFund and distribution to the Participants as herein provided, a majority of the Trustees shall execute and lodge among the records of the 4M Fund an instrument in writitlg setting forth the fact of such termination, and the Trustees shall thereupon be discharged from i all further liabilities and duties hereunder, and the right, title and interest of all Participants shall>cease and be cancelled and discharged. (d) ~A certification in recordable form signed by a majority of the Trustees setting forth an amendment: and reciting that it was duly adopted by the Participants or by the Trustees as aforesaid or a copy ~f the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shalt be conclusive evidence of such amendment. i3.2 Power to Effect Reor_~anization. If permitted by applicable Law, the Trustees, by vote or written approval of a majority of the Trustees, may select, or direct the organization of, a corporation, association, trust or other Person with which the 4M Fund may merge, or which shall take over the 4M FUnd Property and carry on the affairs of the 4M Fund, and after receiving an affirmative vote of ~aot less than a majority of the Participants entitled to vote at anv meeting of the Participants, th( notice for which includes a statement of such proposed action, the Trustees may effect such m~rger or ma5' sell, convey and transfer, the 4M Fund Property to an}, such corporation, associatmn, trust or other Person in exchange for cash or shares or securities thereof, or beneficial interes~t therein with the assumption by such transferee of the liabilities of the 4M Fund; and thereupott the Trustees shall terminate the 4M Fund and deliver such cash, shares, securities or benefic'_ml interest ratably among the participants of this 4M Fund. 13.3 Duraiion. The 4M Fund shall continue in existence in perpetuity, subject in all respects to the provisions of the Article XIII. ARTICLE XIV Miscellaneous 14.1 Govei'nin~ Law. This Declaration of Trust is executed by the Initial Participants and delivered in the[State of Minnesota and with reference to the Laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to and construed according to the Laws of said State of Minnesota. 14.2 Coun[erparts. This Declaration of Trust may be executed in several counterparts, each of which when [so executed shall be deemed to be an original, and such counterparts, together, shall constitute but one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. 31