General Powers of the Trustee. In connection with the administration of the Trust, except as set forth in this Trust Agreement, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Trust. Without limiting, but subject to, the foregoing and to Section 3.6 hereof, the Trustee shall be expressly authorized to: (a) hold legal title to any and all rights of the holders of the Common Equity Trust Interests in or arising from the Trust Assets, including, but not limited to, voting the Exchanged Enron Common Stock (subject to Section 3.10), collecting any and all money and other property belonging to the Trust, and voting any claim or interest in a case under the Bankruptcy Code and receiving any distribution therein; (b) perform the duties, exercise the powers, and assert the rights of a trustee under sections 704 and 1106 of the Bankruptcy Code; (c) protect and enforce the rights to the Trust Assets by any method deemed appropriate including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium, or similar law and general principles of equity; (d) compromise, adjust, arbitrate, sue on or defend, pursue, prosecute abandon, or otherwise deal with a▇▇ settle any cause of action or Ownership Dispute in favor of or against the Trust as the Trustee shall deem advisable; (e) determine and satisfy any and all liabilities created, incurred or assumed by the Trust; (f) file, if necessary, any and all tax and information returns with respect to the Trust and pay taxes properly payable by the Trust, if any; (g) execute offsets against claims as provided for in the Plan; (h) assert or waive any Privileges or defense on behalf of the Trust; (i) pay all expenses and make all other payments relating to the Trust Assets; (j) retain and pay such independent law firms as counsel to the Trust as the Trustee may select to aid in the prosecution of any claims that constitute the Trust Assets, and to perform such other functions as may be appropriate. The Trustee may commit the Trust to and shall pay such independent law firms reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred. The Trustee may retain counsel on a nunc pro tunc basis, to a date prior to the Effective Date. A law firm shall not be disqualified from serving as independent counsel to the Trust solely because of its prior retention by the Debtors, the Creditors' Committee, or a member of the Creditors' Committee; (k) retain and pay an independent public accounting firm to perform such reviews and/or audits of the financial books and records of the Trust as may be appropriate and to prepare and file any tax returns or informational returns for the Trust as may be required. The Trustee may retain an independent accounting firm on a nunc pro tunc basis, to a date prior to the Effective Date. The Trustee may commit the Trust to and shall pay such independent public accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred. An independent public accounting firm shall not be disqualified from serving as independent counsel to the Trust solely because of its prior retention by the Debtors, the Creditors' Committee, or a member of the Creditors' Committee; (l) retain and pay such third parties as the Trustee may deem necessary or appropriate to assist the Trustee in carrying out its powers and duties under this Trust Agreement. The Trustee may commit the Trust to and shall pay all such persons or entities reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Trust to indemnify any such parties in connection with the performance of services, on a nunc pro tunc basis, to a date prior to the Effective Date; (m) invest any moneys held as part of the Trust in accordance with the terms of Section 4.4 hereof, limited, however, to such investments that are consistent with the Trust's status as a liquidating trust within the meaning of Treasury Regulation Section 301.7701-4(d) and in accordance with Rev. Proc. 94-45, 1994-2 C.B. 684; (n) request any appropriate tax determination with respect to the Trust, including, without limitation, a determination pursuant to section 505 of the Bankruptcy Code; (o) establish and maintain a web site for the purpose of providing notice of Trust activities in lieu of sending written notice to holders of Common Equity Trust Interests, subject to providing notice to those holders referred to in Section 7.4 hereof; (p) seek the examination of any entity under, and subject to, the provisions of Bankruptcy Rule 2004; and (q) take or refrain from taking any and all actions the Trustee reasonably deems necessary for the continuation, protection, and maximization of the Trust Assets consistent with the purposes hereof.
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General Powers of the Trustee. In connection with the administration of the Trust, except as set forth in this Trust Agreement, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Trust. Without limiting, but subject to, the foregoing and to Section 3.6 hereof, the Trustee shall be expressly authorized to:
(a) hold legal title to any and all rights of the holders of the Common Preferred Equity Trust Interests in or arising from the Trust Assets, including, but not limited to, voting the Exchanged Enron Common Preferred Stock (subject to Section 3.10), collecting any and all money and other property belonging to the Trust, and voting any claim or interest in a case under the Bankruptcy Code and receiving any distribution therein;
(b) perform the duties, exercise the powers, and assert the rights of a trustee under sections 704 and 1106 of the Bankruptcy Code;
(c) protect and enforce the rights to the Trust Assets by any method deemed appropriate including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium, or similar law and general principles of equity;
(d) compromise, adjust, arbitrate, sue on or defend, pursue, prosecute abandon, or otherwise deal with a▇▇ settle any cause of action or Ownership Dispute in favor of or against the Trust as the Trustee shall deem advisable;
(e) determine and satisfy any and all liabilities created, incurred or assumed by the Trust;
(f) file, if necessary, any and all tax and information returns with respect to the Trust and pay taxes properly payable by the Trust, if any;
(g) execute offsets against claims as provided for in the Plan;
(h) assert or waive any Privileges or defense on behalf of the Trust;
(i) pay all expenses and make all other payments relating to the Trust Assets;
(j) retain and pay such independent law firms as counsel to the Trust as the Trustee may select to aid in the prosecution of any claims that constitute the Trust Assets, and to perform such other functions as may be appropriate. The Trustee may commit the Trust to and shall pay such independent law firms reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred. The Trustee may retain counsel on a nunc pro tunc basis, to a date prior to the Effective Date. A law firm shall not be disqualified from serving as independent counsel to the Trust solely because of its prior retention by the Debtors, the Creditors' Committee, or a member of the Creditors' Committee;
(k) retain and pay an independent public accounting firm to perform such reviews and/or audits of the financial books and records of the Trust as may be appropriate and to prepare and file any tax returns or informational returns for the Trust as may be required. The Trustee may retain an independent accounting firm on a nunc pro tunc basis, to a date prior to the Effective Date. The Trustee may commit the Trust to and shall pay such independent public accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred. An independent public accounting firm shall not be disqualified from serving as independent counsel to the Trust solely because of its prior retention by the Debtors, the Creditors' Committee, or a member of the Creditors' Committee;
(l) retain and pay such third parties as the Trustee may deem necessary or appropriate to assist the Trustee in carrying out its powers and duties under this Trust Agreement. The Trustee may commit the Trust to and shall pay all such persons or entities reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Trust to indemnify any such parties in connection with the performance of services, on a nunc pro tunc basis, to a date prior to the Effective Date;
(m) invest any moneys held as part of the Trust in accordance with the terms of Section 4.4 hereof, limited, however, to such investments that are consistent with the Trust's status as a liquidating trust within the meaning of Treasury Regulation Section 301.7701-4(d) and in accordance with Rev. Proc. 94-45, 1994-2 C.B. 684;
(n) request any appropriate tax determination with respect to the Trust, including, without limitation, a determination pursuant to section 505 of the Bankruptcy Code;
(o) establish and maintain a web site for the purpose of providing notice of Trust activities in lieu of sending written notice to holders of Common Equity Trust Interests, subject to providing notice to those holders referred to in Section 7.4 hereof;
(p) seek the examination of any entity under, and subject to, the provisions of Bankruptcy Rule 2004; and
(q) take or refrain from taking any and all actions the Trustee reasonably deems necessary for the continuation, protection, and maximization of the Trust Assets consistent with the purposes hereof.
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