Common use of Rights, Powers and Privileges Clause in Contracts

Rights, Powers and Privileges. The Distribution Trustee will have only the rights, powers and privileges to act on behalf of the Distribution Trust expressly provided in the Plan and this Agreement and as provided by law in the event that the Plan or this Agreement does not reference any such right, power or privilege. Unless otherwise expressly limited or restricted by the Plan or this Agreement, so long as such actions are, in the Distribution Trustee’s reasonable judgment, necessary to manage the affairs of the Distribution Trust and safeguard the interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Plan; (b) establish, maintain and administer the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly or through one or more third party Disbursing Agents), each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth in the Plan and this Agreement; (g) investigate and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order of the Bankruptcy Court, the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes or other obligations owed by the Distribution Trust and the Debtors; (j) enforce, waive, assign or release rights, powers, privileges and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors; (n) ▇▇▇, defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors provided for or required by the Plan, including production of documents and providing of testimony, with respect to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as set forth in the Plan and this Agreement; (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions of the Plan and this Agreement; and (r) dissolve the Distribution Trust in accordance with the terms of the Plan and this Agreement.

Rights, Powers and Privileges. The Distribution Trustee will shall have only the rights, powers and privileges expressly provided to act on behalf the Trustee in this Agreement or in the Plan. Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the Plan, and any powers reasonably incidental thereto, which the Trustee, in its reasonable discretion, deems necessary or appropriate to fulfill the liquidating purpose of the Distribution Trust expressly provided in the Plan and this Agreement and as provided by law in the event that the Plan or this Agreement does not reference any such rightTrust, power or privilege. Unless unless otherwise expressly specifically limited or restricted by the Plan or this Agreement, so long as such actions are, : A. hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets; B. in reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Distribution Chapter 11 cases, maintain on the Trustee’s reasonable judgment, necessary to manage books and records a register evidencing the affairs of the Distribution Trust and safeguard the beneficial interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Planherein held by each Beneficiary; (b) establish, maintain C. protect and administer enforce the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using rights to the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate, including, without limitation, by judicial proceedings or through one otherwise; D. make all distributions to the Beneficiaries provided for in, or more third party Disbursing Agents)contemplated by, each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures E. establish reserves for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth open and maintain bank accounts on behalf of or in the Plan and this Agreementname of the Trust; (g) investigate F. make all tax withholdings, file tax information returns, make tax elections by and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order on behalf of the Bankruptcy Court, Trust and file tax returns for the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection accordance with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirableArticle 7.9 hereof; (i) file appropriate Tax returns G. send annually to each Beneficiary a separate statement stating the Beneficiary’s share of the Trust’s income, gain, loss, deduction or credit, and instruct all such Beneficiaries to report such items on their federal tax returns; H. establish such reserves for taxes, assessments and other reports on behalf expenses of administration of the Distribution Trust as may be necessary and appropriate for the Debtors and pay Taxes or other obligations owed by proper operation of matters incident to the Distribution Trust and the DebtorsTrust; (j) enforce, waive, assign or release rights, powers, privileges I. pay all expenses and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or make all other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or payments relating to the PlanTrust Assets; J. retain and pay third parties pursuant to Article 3.2, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors11.5 and/or 11.6; (n) ▇▇▇, defend and participateK. carry insurance coverage and, as required in the Confirmation Order, obtain a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to bond as an expense of the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or L. exercise all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors powers provided for or required by under the Plan, including production the right to pursue and settle Causes of documents Action and providing of testimonyobject to and settle objections to Claims, with respect subject to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as limitations set forth in Article XI hereof and the Plan and this Agreement; (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions of the Plan and this AgreementPlan; and (r) dissolve M. invest any moneys held as part of the Distribution Trust Assets in accordance with the terms of the Plan and this AgreementArticle 3.4 hereof.

Rights, Powers and Privileges. The Distribution Litigation Trustee will shall have only the rights, powers and privileges to act on behalf of the Distribution Trust expressly provided in the Plan and this Agreement and as provided by law the MRC/Marathon Plan. The Litigation Trustee shall have the power to take the actions granted in the event that subsections below and any powers reasonably incidental thereto, which the Plan Litigation Trustee, in his/her reasonable discretion, deems necessary or this Agreement does not reference any such rightappropriate to fulfill the purpose of the Litigation Trust, power or privilege. Unless unless otherwise expressly specifically limited or restricted by the MRC/Marathon Plan or this Agreement: 4.1.1 file, so long as such initiate, analyze, investigate, compromise and settle all Causes of Action that are Litigation Trust Assets; 4.1.2 commence and/or pursue any and all actions areinvolving Litigation Trust Assets that could arise or be asserted at any time, unless otherwise waived or relinquished in the Distribution Trustee’s reasonable judgment, necessary to manage the affairs of the Distribution Trust and safeguard the interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the MRC/Marathon Plan; (b) establish, maintain 4.1.3 hold legal title to any and administer the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal rights of the assets in the Distribution Trust, Grantor and the apportionment of income and principal among such assetsBeneficiaries in or arising from the Litigation Trust Assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle 4.1.4 protect and protect enforce the Distribution rights to the Litigation Trust Assets (directly or through one or more third party Disbursing Agents), each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth in the Plan and this Agreement; (g) investigate and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order of the Bankruptcy Court, the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes or other obligations owed by the Distribution Trust and the Debtors; (j) enforce, waive, assign or release rights, powers, privileges and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors; (n) ▇▇▇, defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (iany and all Causes of Action that are Litigation Trust Assets) any undertaking to perform any obligation of vested in the Distribution Litigation Trustee by this Agreement and the Debtors provided for MRC/Marathon Plan by any method deemed appropriate including, without limitation, by judicial proceedings or required by the Plan, including production of documents and providing of testimony, with respect to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as set forth in the Plan and this Agreementotherwise; (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary 4.1.5 compromise, adjust, arbitrate, ▇▇▇ on or defend, abandon, or otherwise deal with and proper to implement the provisions of the Plan and this Agreement; and (r) dissolve the Distribution Trust settle, in accordance with the terms of the Plan and this Agreement, claims in favor of or against the PLC Litigation Trust; 4.1.6 determine and satisfy any and all liabilities created or incurred by the PLC Litigation Trust; 4.1.7 file, if necessary, any and all tax and information returns with respect to the PLC Litigation Trust and pay taxes properly payable by the PLC Litigation Trust, if any; 4.1.8 request any appropriate tax determination with respect to the PLC Litigation Trust; 4.1.9 in reliance upon the official claims register maintained in the Debtors’ chapter 11 cases, maintain on the Litigation Trustee’s books and records, a register evidencing the beneficial interest herein held by each Beneficiary; 4.1.10 administer, reconcile and resolve Claims asserted in Classes 7, 8 and 9 under the MRC/Marathon Plan (including the filing of any objections to such claims as appropriate) and make distributions to Holders of Allowed Claims in Classes 7, 8 and 9 under the MRC/Marathon Plan as provided for in, or contemplated by, this Agreement and the MRC/Marathon Plan; 4.1.11 open and maintain bank accounts on behalf of or in the name of the Litigation Trust; 4.1.12 make all tax withholdings, file tax information returns, make tax elections by and on behalf of the PLC Litigation Trust and file returns for the PLC Litigation Trust pursuant to Section 7.9.2 hereof; 4.1.13 send annually to each Beneficiary a separate statement stating the Beneficiary’s share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returns; 4.1.14 establish such reserves for Disputed Claims, taxes, assessments, Litigation Trustee’s fees and professional fees and other expenses of administration of the PLC Litigation Trust as may be necessary and appropriate for the proper operation of matters incident to the PLC Litigation Trust; 4.1.15 pay all expenses and make all other payments relating to the Litigation Trust Assets; 4.1.16 retain and pay third parties pursuant to Section 4.2 hereof; 4.1.17 obtain insurance coverage or a bond with respect to the liabilities and obligations of the Litigation Trustee and the members of the Litigation Trust Board under this Agreement (in the form of an errors and omissions policy or otherwise); 4.1.18 make distributions in accordance with the terms hereof; 4.1.19 all powers provided under the MRC/Marathon Plan to the Litigation Trustee; 4.1.20 invest any moneys held as part of the Litigation Trust Assets in accordance with the terms of Section 4.3 hereof; and 4.1.21 terminate the PLC Litigation Trust consistent with the terms of this Agreement and the MRC/Marathon Plan.

Rights, Powers and Privileges. The Distribution Trustee will shall have only the rights, powers and privileges expressly provided to act on behalf the Trustee in this Agreement or in the Plan. Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the Plan, and any powers reasonably incidental thereto, which the Trustee, in its reasonable discretion, deems necessary or appropriate to fulfill the liquidating purpose of the Distribution Trust expressly provided in the Plan and this Agreement and as provided by law in the event that the Plan or this Agreement does not reference any such rightTrust, power or privilege. Unless unless otherwise expressly specifically limited or restricted by the Plan or this Agreement, so long as such actions are, : A. hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets; B. in reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Distribution Chapter 11 cases, maintain on the Trustee’s reasonable judgment, necessary to manage books and records a register evidencing the affairs of the Distribution Trust and safeguard the beneficial interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Planherein held by each Beneficiary; (b) establish, maintain C. protect and administer enforce the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using rights to the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate, including, without limitation, by judicial proceedings or through one otherwise; D. make all distributions to the Beneficiaries provided for in, or more third party Disbursing Agents)contemplated by, each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures E. establish reserves for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth open and maintain bank accounts on behalf of or in the Plan and this Agreementname of the Trust; (g) investigate F. make all tax withholdings, file tax information returns, make tax elections by and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order on behalf of the Bankruptcy Court, Trust and file tax returns for the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection accordance with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirableArticle 7.9 hereof; (i) file appropriate Tax returns G. send annually to each Beneficiary a separate statement stating the Beneficiary’s share of the Trust’s income, gain, loss, deduction or credit, and instruct all such Beneficiaries to report such items on their federal tax returns; H. establish such reserves for taxes, assessments and other reports on behalf expenses of administration of the Distribution Trust as may be necessary and appropriate for the Debtors and pay Taxes or other obligations owed by proper operation of matters incident to the Distribution Trust and the DebtorsTrust; (j) enforce, waive, assign or release rights, powers, privileges I. pay all expenses and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or make all other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or payments relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the DebtorsAssets; (n) ▇▇▇J. retain and pay third parties pursuant to Article 3.2, defend and participate11.5 and/or 11.6; K. carry insurance coverage and, as required in the Confirmation Order, obtain a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to bond as an expense of the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or L. exercise all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors powers provided for or required by under the Plan, including production the right to pursue and settle Causes of documents Action and providing of testimonyobject to and settle objections to Claims, with respect subject to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as limitations set forth in Article XI hereof and the Plan and this Agreement; (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions of the Plan and this AgreementPlan; and (r) dissolve M. invest any moneys held as part of the Distribution Trust Assets in accordance with the terms of the Plan and this AgreementArticle 3.33.4 hereof.

Rights, Powers and Privileges. The Distribution Trustee will shall have only the rights, powers and privileges expressly provided to act on behalf the Trustee in this Agreement or in the Plan. Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the Plan, and any powers reasonably incidental thereto, which the Trustee, in its reasonable discretion, deems necessary or appropriate to fulfill the liquidating purpose of the Distribution Trust expressly provided in the Plan and this Agreement and as provided by law in the event that the Plan or this Agreement does not reference any such rightTrust, power or privilege. Unless unless otherwise expressly specifically limited or restricted by the Plan or this Agreement, so long as such actions are, : A. hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets; B. in reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Distribution Chapter 11 cases, maintain on the Trustee’s reasonable judgment, necessary books and records a register evidencing the beneficial interest herein held by each Beneficiary; C. protect and enforce the rights to manage the affairs of the Distribution Trust and safeguard the interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Plan; (b) establish, maintain and administer the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate, including, without limitation, by judicial proceedings or through one otherwise; D. make all distributions to the Beneficiaries provided for in, or more third party Disbursing Agents)contemplated by, each the Plan and this Agreement; E. establish reserves for Disputed Claims and open and maintain bank accounts on behalf of or in the name of the Trust; F. make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file tax returns for the Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to and in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose Article 7.9 hereof; G. send annually to each Beneficiary a separate statement stating the Beneficiary’s share of the Distribution Trust’s income, gain, loss, deduction or credit, and instruct all such Beneficiaries to report such items on their federal tax returns; H. establish such reserves for taxes, assessments and other expenses of administration of the Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as may be necessary and appropriate for the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant proper operation of matters incident to the procedures for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate Trust; I. pay all expenses and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth in the Plan and this Agreement; (g) investigate and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order of the Bankruptcy Court, the services of professionals or all other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes or other obligations owed by the Distribution Trust and the Debtors; (j) enforce, waive, assign or release rights, powers, privileges and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or payments relating to the PlanTrust Assets; J. retain and pay third parties pursuant to Article 3.2, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors; (n) ▇▇▇, defend and participate11.5 and/or 11.6; K. carry insurance coverage and, as required in the Confirmation Order, obtain a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, bond as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or all an expense of the Bankruptcy Cases; (p) comply with the Plan and Trust; L. exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors all powers provided for or required by under the Plan, including production the right to pursue and settle Causes of documents Action and providing of testimonyobject to and settle objections to Claims, with respect subject to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as limitations set forth in Article XI hereof and the Plan Plan; and this Agreement; (q) exercise such further powers M. invest any moneys held as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions part of the Plan and this Agreement; and (r) dissolve the Distribution Trust Assets in accordance with the terms of the Plan and this Agreement.Article 3.4

Rights, Powers and Privileges. The Distribution Trustee will shall have only the rights, powers and privileges to act on behalf of the Distribution Trust expressly provided in this Agreement. The Trustee shall have the Plan and this Agreement and as provided by law power to take the actions granted in the event that subsections below and any powers reasonably incidental thereto, which the Plan Trustee, in his reasonable discretion, deems necessary or this Agreement does not reference any such rightappropriate to fulfill the purposes of the Trust, power or privilege. Unless unless otherwise expressly specifically limited or restricted by the Plan or this Agreement, so long as such actions are, in the Distribution Trustee’s reasonable judgment, necessary to manage Stockholders’ Agreement or the affairs of the Distribution Trust and safeguard the interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, toCall Agreement: (a) effect A. Hold legal title to any and all actions and execute all agreements, instruments and other documents necessary to implement the Plan; (b) establish, maintain and administer the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account), and determine the manner rights of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly or through one or more third party Disbursing Agents), each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth in the Plan and this Agreement; (g) investigate and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order of the Bankruptcy Court, the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other obligations owed Trust Assets consisting of securities as provided for in Article IV hereof; B. In reliance upon the official claims register maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's books and records (or on the books and records of any agent appointed by the Distribution Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust and the Debtorsheld by each Beneficiary; (j) enforce, waive, assign or release rights, powers, privileges C. Protect and immunities of any kind of enforce the Debtors, except rights to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or vested in the Debtors; (n) ▇▇▇, defend and participate, as a party or otherwise, in Trustee by this Agreement by any judicial, administrative, arbitrative or other proceeding relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, method deemed appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking by judicial proceedings or otherwise; D. Subject to perform any obligation of the Distribution Trustee and the Debtors provided for or required by the Plan, including production of documents and providing of testimony, with respect to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as set forth in Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions provided for in, or contemplated by, the Plan and and/or this Agreement; (q) exercise F. Open and maintain bank accounts on behalf, or in the name, of the Trust; G. Make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file returns for the Trust pursuant to Section 8.9 hereof; ▇. ▇▇▇▇ annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share of income, gain, loss, deduction or credit and instruct all such further powers Beneficiaries to report such items on their federal tax returns; I. Establish such reserves for taxes, assessments and other expenses of administration of the Trust as the Distribution Trustee reasonably deems to may be necessary and appropriate for the proper operation of matters incident to implement the provisions Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay all expenses and make all other payments relating to the Trust Assets and the operation of the Trust; L. Retain and pay third parties pursuant to Section 3.2 hereof; M. Carry insurance coverage or obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; ▇. ▇▇▇▇, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan and this Agreementor in the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted Investments; and (r) dissolve R. Take any and all actions necessary to cause the Distribution Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out of the Trust Assets in accordance with Section 8.8 of this Agreement, the terms Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Plan and this AgreementTrust Assets to the Trustee or any person affiliated with the Trustee.

Rights, Powers and Privileges. The Distribution GUC Trustee will shall have only the rights, powers and privileges expressly provided in this GUC Trust Agreement and in any order of the Bankruptcy Court that is not, absent the consent of the GUC Trustee, inconsistent with the terms and purpose of the Settlement and GUC Trust Agreement. Subject to act the terms of this GUC Trust Agreement, GUC Trustee shall have the power to take the actions specified in this Section 3.1 and any actions reasonably incidental thereto, which the GUC Trustee reasonably determines to be necessary or appropriate to fulfill the purpose of the GUC Trust, including but not limited to: A. exercise all power and authority that may be necessary to implement the Settlement on behalf of the Distribution GUC Trust expressly provided in and enforce all provisions thereof; B. open and maintain bank accounts, make Distributions and take other actions consistent with the Plan Settlement and this Agreement and as provided by law in the event that the Plan or this Agreement does not reference any such right, power or privilege. Unless otherwise expressly limited or restricted by the Plan or this GUC Trust Agreement, so long as such actions areincluding the maintenance of appropriate reserves (including the Disputed Claim Reserve), in the Distribution Trustee’s reasonable judgment, necessary to manage the affairs name of the Distribution Trust GUC Trust; C. maintain the books and safeguard the interest records of the BeneficiariesGUC Trust, including any books and records of the Distribution Trustee will have Debtors transferred to the right, power, privilege and obligation, to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the PlanGUC Trust; (b) establishD. incur and pay reasonable and necessary expenses in connection with the implementation and consummation of the Settlement; E. make decisions without court approval, maintain and administer regarding the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account)retention or engagement of professionals or other Entities, and determine the manner of ascertainment of income to pay, without court approval, all reasonable fees and principal expenses of the assets in GUC Trust accruing from and after the Distribution Trust, and the apportionment of income and principal among such assetsEffective Date; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle F. collect and protect liquidate all Assets transferred or to be transferred to the Distribution Trust Assets (directly or through one or more third party Disbursing Agents), each in accordance with the Plan and this AgreementGUC Trust; (d) sell, liquidate, transfer, distribute or otherwise dispose G. prepare and file tax returns and related forms and filings on behalf of the Distribution Trust Assets (directly GUC Trust; H. investigate, prosecute and/or settle or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as abandon causes of action, including but not limited to the Distribution Trustee determines to be necessaryD&O Claims, appropriate or desirable, not otherwise released pursuant to the procedures for allowing Claims Settlement and making distributions prescribed in transferred to the PlanGUC Trust; I. seek a determination of tax liability under section 505 of the Bankruptcy Code or otherwise and to pay, and otherwise or cause to be paid, from the Assets any taxes incurred by the GUC Trustee on or after the Effective Date; J. invest, or cause to be invested, cash as deemed appropriate by the GUC Trustee, provided, however, such investments shall be Permitted Investments; K. enter, or cause to be entered, into any agreement or execute any document required by or consistent with this GUC Trust Agreement and the terms of the PlanSettlement; (e) calculate L. abandon, or cause to be abandoned, in any commercially reasonable manner any Distributable Assets that the GUC Trustee reasonably concludes are burdensome or of inconsequential value and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant benefit to the procedures GUC Trust without any need for allowing Claims and making distributions prescribed in the PlanBankruptcy Court approval; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims M. prepare and resolve any such objections file post-Effective Date operating reports as set forth in the Plan and this GUC Trust Agreement; (g) investigate N. take all other actions not inconsistent with the provisions of this GUC Trust Agreement and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses the Settlement which the GUC Trustee deems reasonably necessary or desirable in connection with any actions or claims adverse to the Distribution administration and consummation of the GUC Trust andand Settlement; and O. exercise such other powers as may be vested in the GUC Trustee, in connection therewithconsistent with the intent and purpose of the GUC Trust Agreement and Settlement, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further by order of the Bankruptcy Court, the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes or other obligations owed by the Distribution Trust and the Debtors; (j) enforce, waive, assign or release rights, powers, privileges and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable (including insurance covering the Indemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors; (n) ▇▇▇, defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to the Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or appropriate to close or dismiss any or all of the Bankruptcy Cases; (p) comply with the Plan and exercise its rights and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors provided for or required by the Plan, including production of documents and providing of testimony, with respect to any investigation, subpoena or inquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as set forth in the Plan and this Agreement; (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions of the Plan and this Agreement; and (r) dissolve the Distribution Trust in accordance with the terms of the Plan and this Agreement.