Common use of Authority of Trustee Clause in Contracts

Authority of Trustee. Subject only to any limitations contained herein, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish the purposes of the Litigation Trust, and is expressly authorized to: (a) hold legal title to any and all rights of the holders of the Litigation Trust Interests in or arising from the Litigation Trust Assets, including collecting, receiving any and all money and other property belonging to the Litigation Trust (including any Litigation Trust Proceeds) and the right to vote any claim or interest relating to a Litigation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereon; (b) exercise and perform the rights, powers and duties held by the Debtor’s estate with respect to the Litigation Trust Assets, including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Code, and act in the capacity of a trustee under sections 704 and 1106 of the Bankruptcy Code, including by commencing, prosecuting or settling causes of action, enforcing contracts or asserting claims, defenses, offsets and privileges; (c) take possession and control, administer, maintain and dispose of documents, books and records related to the Litigation Trust Assets; (d) protect and enforce the rights to the Litigation Trust Assets by any method deemed appropriate including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (e) obtain reasonable insurance coverage with respect to the liabilities and obligations of the Trustee under this Agreement (in the form of an errors and omissions policy or otherwise); (f) obtain insurance coverage with respect to real and personal property that may become assets of the Litigation Trust, if any; (g) retain and pay such counsel and other professionals, including any professionals previously retained by the Debtor, as the Trustee shall select to assist the Trustee in its duties, on such terms as the Trustee deems reasonable and appropriate, without Bankruptcy Court approval. The Trustee may commit the Litigation Trust to, and shall pay such counsel, experts, litigation consultants, and other professionals reasonable compensation for, services rendered (including on an hourly, contingency, or modified contingency basis) and reasonable, documented out- of-pocket expenses incurred. Notwithstanding the foregoing, the approval of the majority of the Trust Board shall be required for the retention of any counsel by the Trustee on a basis other than on contingency fee basis; (h) retain and pay an accounting firm to perform such reviews and/or audits of the financial books and records of the Litigation Trust as may be required by applicable laws (including, if applicable, securities laws) and/or this Agreement, and to prepare and file any tax returns, informational returns or periodic and current reports for the Litigation Trust as required by applicable laws (including, if applicable, securities laws) and/or by this Agreement. The Trustee may commit the Litigation Trust to and shall pay such accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred; (i) retain, enter into fee arrangements with and pay such third parties to assist the Trustee in carrying out its powers, authorities and duties under this Agreement. The Trustee may commit the Litigation Trust to and shall pay all such Persons reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Litigation Trust to indemnify any such Persons in connection with the performance of services (provided that such indemnity shall not cover any losses, costs, damages, expenses or liabilities that result from the fraud, gross negligence, bad faith, willful misconduct or knowing violation of law by such Persons); (j) in the exercise of its reasonable discretion, waive any privilege (including the Privileges) or any defense on behalf of the Litigation Trust or, with respect to the Litigation Trust Assets; (k) investigate, analyze, initiate, compromise, settle, adjust, arbitrate, mediate, xxx on or defend, pursue, prosecute, release, withdraw, abandon, dismiss, exercise rights, powers and privileges with respect to, litigate to judgment or otherwise administer, in accordance with the terms set forth herein, all causes of action, objections and Litigation Trust Assets in favor of or against the Litigation Trust without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court, except as set forth in Section 3.9, below; (l) invest any moneys held as part of the Litigation Trust in accordance with the terms of Section 3.15 of this Agreement, limited, however, to such investments that are consistent with the Litigation 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; (m) request any appropriate tax determination with respect to the Litigation Trust, including a determination pursuant to section 505 of the Bankruptcy Code; (n) seek the examination of any Person, subject to the provisions of Bankruptcy Rule 2004 or any other applicable law or rule; (o) make distributions in accordance with Article 6 of this Agreement; (p) determine and satisfy any and all liabilities created or incurred by the Litigation Trust; and (q) take or refrain from taking any and all other actions that the Trustee reasonably deems necessary or convenient for the continuation, protection and maximization of the Litigation Trust Assets, or to otherwise carry out the purposes hereof.

Authority of Trustee. Subject only The Trustee shall have such powers as are reasonably necessary to any limitations contained carry out the purposes of this Trust as specified in this Trust Agreement. Among the other powers stated or implied herein, in connection with the administration of this Trust, the Trustee is authorized to perform any and all acts necessary or desirable to accomplish in its fiduciary capacity may exercise the purposes of the Litigation Trustfollowing powers, authority, and is expressly authorized discretion to: (a) hold legal title to any and all rights of the holders of the Litigation Trust Interests Beneficiaries in or arising from the Litigation sale of any Trust AssetsProperty, including collecting, receiving and to receive and collect any and all money and other property belonging to the Litigation Trust (including payments due in connection with any Litigation Trust Proceeds) and the right to vote any claim or interest relating to a Litigation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereonsuch sales; (b) exercise determine the nature and perform amount of the rights, powers and duties held by the Debtor’s estate consideration to be received with respect to the Litigation sale or other disposition of the Assets; (c) cancel, terminate or amend any instruments, contracts, agreements or obligations relating to or forming a part of the Assets, and to execute new instruments, contracts, agreements and obligations regarding the Assets; (d) receive, hold, maintain, convey, release, assign or otherwise transfer legal title to any Trust AssetsProperty; (e) hold Trust Property in the name of a nominee or in any other way without disclosing the trust relationship; (f) execute and deliver, upon proper payment, partial and complete releases of any third-party obligations transferred to the Trust; (g) protect and enforce the rights vested in the Trustee to the Trust Property by this Trust Agreement by any method deemed appropriate, including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Code, and act in the capacity of a trustee under sections 704 and 1106 of the Bankruptcy Code, including by commencing, prosecuting or settling causes of action, enforcing contracts or asserting claims, defenses, offsets and privileges; (c) take possession and control, administer, maintain and dispose of documents, books and records related to the Litigation Trust Assets; (d) protect and enforce the rights to the Litigation Trust Assets by any method deemed appropriate including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (e) obtain reasonable insurance coverage with respect to the liabilities and obligations of the Trustee under this Agreement (in the form of an errors and omissions policy or otherwise); (f) obtain insurance coverage with respect to real and personal property that may become assets of the Litigation Trust, if any; (g) retain and pay such counsel and other professionals, including any professionals previously retained by the Debtor, as the Trustee shall select to assist the Trustee in its duties, on such terms as the Trustee deems reasonable and appropriate, without Bankruptcy Court approval. The Trustee may commit the Litigation Trust to, and shall pay such counsel, experts, litigation consultants, and other professionals reasonable compensation for, services rendered (including on an hourly, contingency, or modified contingency basis) and reasonable, documented out- of-pocket expenses incurred. Notwithstanding the foregoing, the approval of the majority of the Trust Board shall be required for the retention of any counsel by the Trustee on a basis other than on contingency fee basisproceedings; (h) retain and pay an accounting firm take any steps necessary to perform such reviews and/or audits of the financial books and records of the Litigation establish clear title to any Trust as may be required by applicable laws (including, if applicable, securities laws) and/or this Agreement, and to prepare and file any tax returns, informational returns or periodic and current reports for the Litigation Trust as required by applicable laws (including, if applicable, securities laws) and/or by this Agreement. The Trustee may commit the Litigation Trust to and shall pay such accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurredProperty; (i) retainemploy legal counsel, enter into fee arrangements accountants, advisors, custodians and other agents (including, without limitation, real estate brokers, property managers and appraisers) in connection with the administration or termination of this Trust, to delegate to them any powers of the Trustee, including, without limitation, pursuant to a power of attorney, and to pay out of the Trust Property to such third parties to assist the Trustee in carrying out its powerslegal counsel, authorities accountants, advisors, custodians and duties under this Agreement. The Trustee may commit the Litigation Trust to and shall pay all such Persons other agents reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Litigation Trust to indemnify any such Persons in connection with the performance of services (provided that such indemnity shall not cover any losses, costs, damages, expenses or liabilities that result from the fraud, gross negligence, bad faith, willful misconduct or knowing violation of law by such Persons)rendered; (j) file any and all tax returns required in connection with the exercise of its reasonable discretionTrust, waive including those described in Section 7, and to pay any privilege (including taxes properly payable by the Privileges) or any defense on behalf Trust out of the Litigation Trust or, with respect to the Litigation Trust AssetsProperty; (k) investigate, analyze, initiate, terminate and dissolve any legal entities owned by the Trust; (l) compromise, settle, adjust, arbitrate, mediate, xxx sxx on or defend, pursue, prosecute, release, withdraw, abandon, dismiss, exercise rights, powers and privileges with respect to, litigate to judgment abandon or otherwise administer, in accordance deal with the terms set forth herein, all causes of action, objections and Litigation Trust Assets settle claims in favor of or against this Trust or any Trust Property as the Litigation Trust without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court, except as set forth in Section 3.9, below; (l) invest any moneys held as part of the Litigation Trust in accordance with the terms of Section 3.15 of this Agreement, limited, however, to such investments that are consistent with the Litigation 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;Trustee deems best; and (m) request any purchase appropriate tax determination with respect insurance to indemnify or reimburse the Litigation TrustTrustee, including a determination pursuant to section 505 its agents and representatives, and the Trust in the event of the Bankruptcy Code; (n) seek the examination of any Person, subject to the provisions of Bankruptcy Rule 2004 or any other applicable law or rule; (o) make distributions in accordance with Article 6 of this Agreement; (p) determine and satisfy any and all liabilities created or incurred occurrences covered by the Litigation Trust; and (q) take or refrain from taking any and all other actions that the Trustee reasonably deems necessary or convenient for the continuation, protection and maximization of the Litigation Trust Assets, or to otherwise carry out the purposes hereofsuch insurance.

Authority of Trustee. Subject only The Trustee is hereby specifically authorized to any limitations contained hereindo the following on behalf of the Trust: if so provided in the applicable Supplement, to acknowledge and agree to the Credit Agreement; if so provided in the applicable Sup plement, to execute and deliver the Guarantee Agreement; to establish and maintain the Trust Account and the Eximbank Payment Account hereunder; to accept delivery of the Promissory Notes and the other Trust Property; if so provided in the applicable Supplement, accept and agree to the Liquidity Agreement, to execute and deliver cer tificates, documents and other written instruments in connection with the creation of the Trust on the Closing Date; to perform all other acts specifically provided for in the Declaration. The Trustee is authorized to perform execute and deliver any and all acts necessary or desirable amendments to accomplish the purposes any of the Litigation Trustdocuments rferred to or contemplated by the preceding sentence; provided, and is expressly authorized to: (a) hold legal title however, the Trustee shall not agree to any amendment of the Promissory Notes or the Credit Agreement, or consent to any deviation from the respective provisions thereof, without the prior written consent of Eximbank and all rights the Liquidity Provider, if any; and provided, further, after the initial issuance of the Certificates, the Trustee shall not agree, without the prior written consent of the holders of 100% of the Litigation Trust Interests in Certificates, to any amendment of the Promissory Notes, the Credit Agreement, the Guarantee or arising from the Litigation Trust AssetsGuarantee Agree ment if such amendment would diminish, including collecting, receiving any and all money and other property belonging delay or adversely affect the distributions which would otherwise be made to Certificateholders pursuant to the Litigation Trust Declaration (including it being understood that, in determining whether any Litigation Trust Proceeds) and proposed amendment would diminish, delay or adversely affect the right distributions which would otherwise be made to vote any claim or interest relating to a Litigation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereon; (b) exercise and perform the rights, powers and duties held by the Debtor’s estate with respect Certificateholders pursuant to the Litigation Trust Assets, including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Code, and act in the capacity of a trustee under sections 704 and 1106 of the Bankruptcy Code, including by commencing, prosecuting or settling causes of action, enforcing contracts or asserting claims, defenses, offsets and privileges; (c) take possession and control, administer, maintain and dispose of documents, books and records related to the Litigation Trust Assets; (d) protect and enforce the rights to the Litigation Trust Assets by any method deemed appropriate including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (e) obtain reasonable insurance coverage with respect to the liabilities and obligations of the Trustee under this Agreement (in the form of an errors and omissions policy or otherwise); (f) obtain insurance coverage with respect to real and personal property that may become assets of the Litigation Trust, if any; (g) retain and pay such counsel and other professionals, including any professionals previously retained by the Debtor, as the Trustee shall select to assist the Trustee in its duties, on such terms as the Trustee deems reasonable and appropriate, without Bankruptcy Court approval. The Trustee may commit the Litigation Trust to, and shall pay such counsel, experts, litigation consultants, and other professionals reasonable compensation for, services rendered (including on an hourly, contingency, or modified contingency basis) and reasonable, documented out- of-pocket expenses incurred. Notwithstanding the foregoing, the approval of the majority of the Trust Board shall be required for the retention of any counsel by the Trustee on a basis other than on contingency fee basis; (h) retain and pay an accounting firm to perform such reviews and/or audits of the financial books and records of the Litigation Trust as may be required by applicable laws (including, if applicable, securities laws) and/or this Agreement, and to prepare and file any tax returns, informational returns or periodic and current reports for the Litigation Trust as required by applicable laws (including, if applicable, securities laws) and/or by this Agreement. The Trustee may commit the Litigation Trust to and shall pay such accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred; (i) retain, enter into fee arrangements with and pay such third parties to assist the Trustee in carrying out its powers, authorities and duties under this Agreement. The Trustee may commit the Litigation Trust to and shall pay all such Persons reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Litigation Trust to indemnify any such Persons in connection with the performance of services (provided that such indemnity shall not cover any losses, costs, damages, expenses or liabilities that result from the fraud, gross negligence, bad faith, willful misconduct or knowing violation of law by such Persons); (j) in the exercise of its reasonable discretion, waive any privilege (including the Privileges) or any defense on behalf of the Litigation Trust or, with respect to the Litigation Trust Assets; (k) investigate, analyze, initiate, compromise, settle, adjust, arbitrate, mediate, xxx on or defend, pursue, prosecute, release, withdraw, abandon, dismiss, exercise rights, powers and privileges with respect to, litigate to judgment or otherwise administer, in accordance with the terms set forth herein, all causes of action, objections and Litigation Trust Assets in favor of or against the Litigation Trust without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court, except as set forth in Section 3.9, below; (l) invest any moneys held as part of the Litigation Trust in accordance with the terms of Section 3.15 of this Agreement, limited, however, to such investments that are consistent with the Litigation 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; (m) request any appropriate tax determination with respect to the Litigation Trust, including a determination pursuant to section 505 of the Bankruptcy Code; (n) seek the examination of any Person, subject to the provisions of Bankruptcy Rule 2004 or any other applicable law or rule; (o) make distributions in accordance with Article 6 of this Agreement; (p) determine and satisfy any and all liabilities created or incurred by the Litigation Trust; and (q) take or refrain from taking any and all other actions Declaration that the Trustee reasonably deems necessary or convenient for may obtain and conclusively rely upon an Opinion of Coun sel delivered (at the continuation, protection and maximization expense of the Litigation Person requesting such amendment) pursuant to Section 7.2(c)) or, if such amendment would, in and of itself, result in the reduc tion, qualification or withdrawal of the rating then as signed to the Certificates by either of the Rating Agen cies; and provided, further, no such amendment, without the prior written consent of the holders of 100% of the Certificates, as evidenced by an Opinion of Counsel (delivered at the expense of the Person requesting such amendment), shall cause the Trust Assets, or to otherwise carry out the purposes hereofbe treated other than as a grantor trust for federal income tax purposes.

Authority of Trustee. Subject only to any limitations contained hereinIn connection with the administration of the Trust, except as set forth in this Agreement, the Trustee is authorized to perform any and all acts action necessary or desirable to accomplish the purposes purpose of the Litigation TrustTrust to the extent such action is consistent with IRS Revenue Procedure 94-45, 1994-2 C.B. 684, and is Treasury Regulations section 301.7701-4(d). Without limiting, but subject to, the foregoing, the Trustee shall be expressly authorized authorized, but shall not be required, to: (a) hold legal title to any and all rights of the holders of the Litigation Trust Interests in or arising from the Litigation Trust Assets, including collecting, receiving any and all money and other property belonging to the Litigation Trust (including any Litigation Trust Proceeds) and the right to vote any claim or interest relating to a Litigation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereon; (b) exercise and perform the rightsduties, powers and duties held by exercise the Debtor’s estate with respect to the Litigation Trust Assets, including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Codepowers, and act in assert the capacity rights of a trustee under sections Sections 704 and 1106 of the Bankruptcy Code, including by including, without limitation, commencing, prosecuting or settling causes Causes of actionAction, enforcing contracts or contracts, and asserting claims, defenses, offsets and privileges; (b) manage, sell, transfer, assign or deal in any other manner with any of the Millennium Trust Assets in such manner not otherwise explicitly provided for herein as the Trustee may deem advisable, to the extent any such action would be consistent with the terms of this Agreement and the Plan and subject to consultation with the Trust Advisory Board; (c) execute and file any and all documents and take possession any and controlall other actions related to, administeror in connection with, maintain the liquidation of the Millennium Trust Assets, the exercise of the Trustee’s powers granted herein and dispose the enforcement of documentsany and all instruments, books and records related contracts, agreements or causes of action relating to the Litigation Trust AssetsTrust; (d) protect and enforce the rights to the Litigation Millennium Trust Assets by any method deemed appropriate including appropriate, including, without limitation, by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (e) borrow funds, incur or assume liabilities, and pledge any portion of the Millennium Trust Assets on behalf of the Trust in furtherance of or in connection with the Trustee’s or the Trust’s duties, powers, authority, and obligations under this Agreement, and determine and satisfy any and all liabilities created, incurred or assumed by the Trust; (f) timely file (or cause to be timely filed) all tax and information returns required to be filed by the Trust, and timely pay (or cause to be timely paid) all taxes properly due and owing by the Trust or the DC Reserve; (g) pay all expenses and make all other payments relating to the Millennium Trust Assets; (h) obtain reasonable insurance coverage with respect to the Trustee’s liabilities and obligations of the as Trustee under this Agreement (in the form of an errors and omissions policy or otherwise); (f) obtain as well as insurance coverage with respect to real and personal property that may become assets the any liability for indemnification of the Litigation TrustTrustee, if any; (g) retain and pay such counsel and other professionals, including any professionals previously retained by the Debtor, as the Trustee shall select to assist the Trustee in its duties, on such terms as the Trustee deems reasonable and appropriate, without Bankruptcy Court approval. The Trustee may commit the Litigation Trust toIndemnified Persons, and shall pay such counselany persons with other contractual rights to indemnification, experts, litigation consultants, and other professionals reasonable compensation for, services rendered (including on an hourly, contingency, or modified contingency basis) and reasonable, documented out- of-pocket expenses incurred. Notwithstanding the foregoing, the approval each of the majority foregoing to the fullest extent provided for in the Plan, hereunder or under the terms of the Trust Board shall be required for the retention of any counsel by the Trustee on a basis other than on contingency fee basis; (h) retain and pay an accounting firm to perform such reviews and/or audits of the financial books and records of the Litigation Trust as may be required by applicable laws (including, if applicable, securities laws) and/or this Agreement, and to prepare and file any tax returns, informational returns or periodic and current reports for the Litigation Trust as required by applicable laws (including, if applicable, securities laws) and/or by this Agreement. The Trustee may commit the Litigation Trust to and shall pay such accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurredcontracts; (i) retainhave the sole and exclusive power to exercise all voting right with respect to the Equity Interests of MCI pursuant to this Agreement in Person, enter into fee arrangements by proxy, by consent to corporate action or otherwise, in the Trustee’s reasonable discretion in accordance with and pay such third parties to assist the purpose of the Trust (it being understood that the Trustee in carrying out its powers, authorities and duties under this Agreement. The Trustee may commit the Litigation Trust shall be entitled to serve as a director of MCI and shall pay have the sole power to appoint and to remove all such Persons reasonable compensation for services rendered other directors and reasonable and documented out-of-pocket expenses incurred, as well as commit the Litigation Trust to indemnify any such Persons in connection with the performance officers of services (provided that such indemnity shall not cover any losses, costs, damages, expenses or liabilities that result from the fraud, gross negligence, bad faith, willful misconduct or knowing violation of law by such PersonsMCI); (j) in cause the exercise of its reasonable discretionTrust, waive any privilege MCI, and/or the MCI Subsidiaries to retain and employ [AlixPartners LLP] including retaining and appointing that firm’s personnel to assist the Trustee or to assist and/or serve as directors and officers (including the Privilegesor other appropriate Persons responsible for management) of, as needed, MCI and each MCI Subsidiary, and instruct such directors (or any defense such other appropriate Persons) to cause such appointed officers to maintain separate records and accounts with respect to all funds held on behalf of MCI and each MCI Subsidiary, provided that, (x) the Litigation Trust or, retention of such firm and personnel shall be pursuant to an agreement with respect terms and conditions that shall also be generally applicable to the Litigation Trust Assets; (k) investigate, analyze, initiate, compromise, settle, adjust, arbitrate, mediate, xxx on or defend, pursue, prosecute, release, withdraw, abandon, dismiss, exercise rights, powers and privileges with respect to, litigate to judgment or otherwise administer, in accordance with the terms set forth herein, all causes of action, objections and Litigation Trust Assets in favor of or against the Litigation Trust without the consent or approval of any third party or further notice to or action, order, or approval Trust’s retention of the Bankruptcy Court, except as set forth in Section 3.9, below; (l) invest any moneys held as part of the Litigation Trust in accordance with the terms of Section 3.15 of this Agreement, limited, however, to such investments that are consistent with the Litigation 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; (m) request any appropriate tax determination with respect to the Litigation Trust, including a determination pursuant to section 505 of the Bankruptcy Code; (n) seek the examination of any Person, subject to the provisions of Bankruptcy Rule 2004 or any other applicable law or rule; (o) make distributions in accordance with Article 6 of this Agreement; (p) determine and satisfy any and all liabilities created or incurred by the Litigation Trust; and (q) take or refrain from taking any and all other actions that the Trustee reasonably deems necessary or convenient for the continuation, protection and maximization of the Litigation Trust Assets, or to otherwise carry out the purposes hereof.Trustee,

Authority of Trustee. Subject only to any limitations contained Except as otherwise specifically provided herein, the Trustee is authorized shall have the following powers and authority which may be exercised by the Trustee at any time and from time to perform any and all acts necessary or desirable to accomplish time as may be deemed advisable in the purposes discretion of the Litigation TrustTrustee, without the necessity of giving prior notice to any person and is expressly authorized towithout the necessity of obtaining any court order therefor or in connection therewith: (a) hold legal title To employ any person or persons to any handle the managing and all rights maintaining of the holders Trust or any part thereof, including receipt and payment of money, without being liable for loss incurred thereby; and to engage attorneys, accountants, agents, custodians and clerks and any such persons as the Trustee may deem advisable in the administration of the Litigation Trust, and to make such payment therefor as the Trustee may deem reasonable, and to charge the expense therefor to income of the Trust Interests in or arising from and to delegate to such persons any discretions which the Litigation Trust Assets, including collecting, receiving any and all money and other property belonging to the Litigation Trust (including any Litigation Trust Proceeds) and the right to vote any claim or interest relating to a Litigation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereonTrustee may deem proper; (b) To keep any or all of the Trust Assets at any place or places in the United States, or with a depository or custodian at such place or places; (c) To exercise all powers and perform authority, including any discretion conferred upon the rightsTrustee in this Trust Agreement, after the termination of the Trust and until the same is fully distributed; (d) To execute and deliver agreements, assignments, bills of sale, contracts, deeds, notes, powers of attorney, receipts, and duties held other instruments in writing which in its judgment are necessary or desirable for the proper or advantageous management, investment and discharge of the Trust or for the exercise of any power or authority conferred upon it in this Trust Agreement; (e) To determine in accordance with applicable rules of law the manner of ascertainment of income and principal and the allocation or apportionment between income and principal of all receipts and disbursements; (f) To enter into such other arrangements with third parties as are deemed by the Debtor’s estate with respect Trustee to be useful in carrying out the Litigation purposes of the Trust Assets, (possibly including, without limitation, the authority under section 1123(b)(3) of the Bankruptcy Codeengaging a person having trust powers to act as paying agent, and act in the capacity of a trustee under sections 704 and 1106 of the Bankruptcy Code, including by commencing, prosecuting depository or settling causes of action, enforcing contracts or asserting claims, defenses, offsets and privileges; (c) take possession and control, administer, maintain and dispose of documents, books and records related to the Litigation Trust Assets; (d) protect and enforce the rights to the Litigation Trust Assets by any method deemed appropriate including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity; (e) obtain reasonable insurance coverage with respect to the liabilities and obligations of the Trustee under this Agreement (in the form of an errors and omissions policy or otherwisecustodian); (f) obtain insurance coverage with respect to real and personal property that may become assets of the Litigation Trust, if any;; and (g) retain and pay such counsel and other professionals, including any professionals previously retained by the Debtor, as the Trustee shall select to assist the Trustee in its duties, on such terms as the Trustee deems reasonable and appropriate, without Bankruptcy Court approval. The Trustee may commit the Litigation Trust to, and shall pay such counsel, experts, litigation consultants, and other professionals reasonable compensation for, services rendered (including on an hourly, contingency, or modified contingency basis) and reasonable, documented out- of-pocket expenses incurred. Notwithstanding the foregoing, the approval of the majority of the Trust Board shall be required for the retention of any counsel by the Trustee on a basis other than on contingency fee basis; (h) retain and pay an accounting firm to To perform such reviews and/or audits of the financial books and records of the Litigation Trust as may be required by applicable laws (including, if applicable, securities laws) and/or this Agreement, and to prepare and file any tax returns, informational returns or periodic and current reports for the Litigation Trust as required by applicable laws (including, if applicable, securities laws) and/or by this Agreement. The Trustee may commit the Litigation Trust to and shall pay such accounting firm reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred; (i) retain, enter into fee arrangements with and pay such third parties to assist the Trustee in carrying out its powers, authorities and duties under this Agreement. The Trustee may commit the Litigation Trust to and shall pay all such Persons reasonable compensation for services rendered and reasonable and documented out-of-pocket expenses incurred, as well as commit the Litigation Trust to indemnify any such Persons in connection with the performance of services (provided that such indemnity shall not cover any losses, costs, damages, expenses or liabilities that result from the fraud, gross negligence, bad faith, willful misconduct or knowing violation of law by such Persons); (j) in the exercise of its reasonable discretion, waive any privilege (including the Privileges) or any defense on behalf of the Litigation Trust or, with respect to the Litigation Trust Assets; (k) investigate, analyze, initiate, compromise, settle, adjust, arbitrate, mediate, xxx on or defend, pursue, prosecute, release, withdraw, abandon, dismiss, exercise rights, powers and privileges with respect to, litigate to judgment or otherwise administer, in accordance with the terms set forth herein, all causes of action, objections and Litigation Trust Assets in favor of or against the Litigation Trust without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court, except as set forth in Section 3.9, below; (l) invest any moneys held as part of the Litigation Trust in accordance with the terms of Section 3.15 of this Agreement, limited, however, to such investments that are consistent with the Litigation 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; (m) request any appropriate tax determination with respect to the Litigation Trust, including a determination pursuant to section 505 of the Bankruptcy Code; (n) seek the examination of any Person, subject to the provisions of Bankruptcy Rule 2004 or any other applicable law or rule; (o) make distributions in accordance with Article 6 of this Agreement; (p) determine and satisfy any and all liabilities created or incurred by the Litigation Trust; and (q) take or refrain from taking any and all other actions that acts in the Trustee reasonably deems Trustee's judgment necessary or convenient appropriate for the continuation, protection proper and maximization advantageous management and distribution of the Litigation Trust Assets, or to otherwise carry out the purposes hereofTrust.