Common use of Distributions; Withholding Clause in Contracts

Distributions; Withholding. The Liquidating Trustee shall make distributions at such times, consistent with the terms of the Plan, the Confirmation Order, and this Agreement, as the Liquidating Trustee deems appropriate from all net Cash income and all other Cash proceeds received by the Liquidating Trust; provided, however that the Liquidating Trust may retain such amounts (i) as are reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Trust Assets during the term of the Liquidating Trust, (ii) to pay reasonable administrative expenses, including, without limitation, the compensation and the reimbursement of reasonable costs, fees (including attorneys’ and other professional fees), and expenses of the Liquidating Trustee and Debtor Representative in connection with the performance of their duties in connection with this Liquidating Trust Agreement and under the Plan and Confirmation Order, and (iii) to satisfy all other liabilities incurred or assumed by the Liquidating Trust (or to which the Liquidating Trust Assets are otherwise subject) in accordance with the Plan, the Confirmation Order, and this Agreement. All such distributions shall be made, subject to any withholding or reserve, as provided in this Agreement, the Plan, or the Confirmation Order. Additionally, the Liquidating Trustee may withhold from amounts otherwise distributable on behalf of Beneficiaries any and all amounts, determined in the Liquidating Trustee’s reasonable sole discretion, required by any law, regulation, rule, ruling, directive, or other governmental requirement. The Liquidating Trustee may withhold the entire distribution to any Holder of an Allowed Claim until such time as the Holder provides the Liquidating Trustee with the necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision of the Plan, (i) each Holder of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution; and

Distributions; Withholding. The Liquidating Trustee shall make distributions at such times, consistent with the terms Subject to Section 3.4 of the Plan, the Confirmation Order, and this Agreement, as the Liquidating Litigation Trustee deems appropriate from shall distribute, in accordance with this Article 6, to the holders of the Litigation Trust Interests the Litigation Trust Proceeds (including, without limitation, all net Cash cash income and plus all other Cash net cash proceeds received by from the Liquidating Trustliquidation of Litigation Trust Assets (including as cash, for this purpose, all cash equivalents), but excluding, for greater certainty, the Litigation Funding Amount or any remaining portion thereof); provided, however however, that the Liquidating Trust Litigation Trustee may retain and not distribute to holders of the Litigation Trust Interests such amounts as determined by the Litigation Trust Board (i) as are reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Litigation Trust Assets during the term of the Liquidating Trust, liquidation and (ii) to pay reasonable and necessary administrative expenses, including, without limitation, the compensation and the reimbursement of reasonable costs, fees (including attorneys’ and other professional fees), and expenses of the Liquidating Trustee and Debtor Representative incurred in connection with liquidation and any taxes imposed on the performance Litigation Trust or in respect of their duties the Litigation Trust Assets, and provided further that prior to any distribution of Litigation Trust Proceeds to the holders of the Litigation Trust Interests, the Litigation Trustee shall first pay to Newco an amount in connection cash equivalent to the Litigation Funding Amount (together with any other amounts that may have been advanced by Newco as Litigation Funding Amounts). All distributions and/or payments to be made to the holders of the Litigation Trust Interests pursuant to this Liquidating Agreement shall be made to the holders of the Litigation Trust Agreement and under Interests pro rata based on the amount of Litigation Trust Interests held by a holder compared with the aggregate amount of the Litigation Trust Interests outstanding, subject, in each case, to the terms of the Plan and Confirmation Order, and (iii) to satisfy all other liabilities incurred or assumed by the Liquidating Trust (or to which the Liquidating Trust Assets are otherwise subject) in accordance with the Plan, the Confirmation Order, and this Agreement. All such distributions shall be made, subject to any withholding or reserve, as provided in this Agreement, the Plan, or the Confirmation Order. Additionally, the Liquidating The Litigation Trustee may withhold from amounts otherwise distributable on behalf of Beneficiaries to any Person any and all amounts, determined in the Liquidating Litigation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive, directive or other governmental requirement. The Liquidating Trustee may withhold the entire distribution to any Holder of an Allowed Claim until such time as the Holder provides the Liquidating Trustee with the necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision of the Plan, (i) each Holder of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution; and.

Distributions; Withholding. The Liquidating Trustee shall make distributions at such times, consistent with the terms Subject to Section 8.17 of the PlanPlan and Sections 1.6, the Confirmation Order, 3.3 and 6.2(b) of this Agreement, as the Liquidating Litigation Trustee deems appropriate from shall distribute, in accordance with this Article 6, to the Litigation Trust Beneficiaries, all net Cash income and plus all other net Cash proceeds received by from the Liquidating Trustliquidation of Litigation Trust Assets (including as Cash, for this purpose, all Cash Equivalents); provided, however that however, that, subject to Section 6.2(b) of this Agreement, the Liquidating Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries such amounts as determined by the Litigation Trustee (i) as are reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Litigation Trust Assets during the term of the Liquidating Trustliquidation, (ii) to pay reasonable administrative expenses, including, without limitation, the compensation and the reimbursement of reasonable costs, fees (including attorneys’ and other professional fees), and necessary expenses of the Liquidating Trustee and Debtor Representative incurred in connection with liquidation and any taxes imposed on the performance Litigation Trust or in respect of their duties in connection with this Liquidating the Litigation Trust Agreement and under the Plan and Confirmation OrderAssets, and (iii) as are reasonably necessary to satisfy all other liabilities incurred establish and maintain a separate reserve for the Litigation Trust Interests to be distributed to holders of unliquidated or assumed disputed FairPoint Communications Unsecured Claims. Reorganized FairPoint (or, as the case may be, the court-appointed claims agent) shall provide the Litigation Trustee with such information as may be reasonably requested by the Liquidating Litigation Trustee regarding the claims register for purposes of maintaining and establishing the reserve set forth in clause (iii) of the preceding sentence. To the extent that any distributions and/or payments are required to be made pursuant to this Agreement to repay the Initial Litigation Trust (or Funds to the holders of Allowed Prepetition Credit Agreement Claims, such repayment shall be made to the Prepetition Credit Agreement Agent for the account and on behalf of the holders of Allowed Prepetition Credit Agreement Claims, which shall distribute the Liquidating Trust Assets are otherwise subject) same to the holders of Allowed Prepetition Credit Agreement Claims in accordance with the Plan. All distributions and/or payments to be made to the holders of Litigation Trust Interests pursuant to this Agreement shall be made to each holder of Litigation Trust Interests pro rata based on the amount of Litigation Trust Interests held by such holder of Litigation Trust Interests compared with the aggregate amount of the Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation Order, the Plan and this Agreement. All such distributions shall be made, subject to any withholding or reserve, as provided in this Agreement, the Plan, or the Confirmation Order. Additionally, the Liquidating The Litigation Trustee may withhold from amounts otherwise distributable on behalf of Beneficiaries to any Person any and all amounts, determined in the Liquidating Litigation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive, directive or other governmental requirement. The Liquidating Trustee may withhold the entire distribution to any Holder of an Allowed Claim until such time as the Holder provides the Liquidating Trustee with the necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision of the Plan, (i) each Holder of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution; and.

Distributions; Withholding. The Liquidating Liquidation Trustee shall make distributions to the Primary Beneficiaries in accordance with the Plan at such timestimes and in such amounts as the Liquidation Trustee may determine in its sole discretion, consistent with the terms of after appropriate Reserves have been established to fund amounts required under the Plan, the Confirmation Order, and this Agreement, as the Liquidating Trustee deems appropriate from all net Cash income and all other Cash proceeds received by the Liquidating Trust; provided, however that in addition, to the Liquidating Reserves, the Liquidation Trust may retain and supplement from time to time a supplemental reserve (the “Supplemental Reserve”) in such amounts amount: (ia) as are is otherwise reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Liquidation Trust Assets during the term of the Liquidating Liquidation Trust, ; (iib) to otherwise pay reasonable administrative expenses, expenses including, without limitation, the compensation and the reimbursement of reasonable reasonable, actual and necessary costs, fees fees, and expenses (including attorneys’ fees and other professional fees)expenses, financial advisor fees and expenses, and expenses Distribution Agent fees and expenses) of the Liquidating Liquidation Trustee and Debtor Representative in connection with the performance of their its duties in connection with this Liquidating Liquidation Trust Agreement and under the Plan and Confirmation Order, Agreement; and (iiic) to otherwise satisfy all other liabilities and claims of creditors of the Liquidation Trust incurred or assumed by in respect of the Liquidating Liquidation Trust (or to which the Liquidating Liquidation Trust Assets are otherwise subject) in accordance with the Plan, the Confirmation Order, Plan and this Liquidation Trust Agreement. All such distributions shall be mademade as provided, and subject to any withholding or reserve, as provided in this Agreementwithholding, the PlanReserves, or the Confirmation OrderSupplemental Reserve as set forth in this Liquidation Trust Agreement or the Plan. Additionally, the Liquidating Liquidation Trustee may withhold from amounts otherwise distributable on behalf of Beneficiaries to any Beneficiary any and all amounts, determined in the Liquidating Liquidation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. The Liquidating Trustee may withhold the entire distribution to any Holder of an Allowed Claim until such time as the Holder provides the Liquidating Trustee with the necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision In addition, all distributions under this Liquidation Trust Agreement shall be net of the Plan, (i) each Holder actual and reasonable costs of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of making such distribution; anddistributions.

Distributions; Withholding. The Liquidating Trustee TrusteeLiquidating Trust Board shall make distributions to Holders of Allowed Claims in accordance with the Plan and section 6.2 hereto at such times, consistent times and in such amounts as the TrusteeLiquidating Trust Board may determine in its sole discretion; provided that the TrusteeLiquidating Trust Board shall retain and supplementadjust from time to time the funds placed in the Wind-Down Reserve in an amount determined with the terms of the Plan, the Confirmation Order, and this Agreement, as the Liquidating Trustee deems appropriate from all net Cash income and all other Cash proceeds received by the Liquidating Trust; provided, however that consent ofby the Liquidating Trust may retain Committee (such amounts consent not to be unreasonably withheld)Board (ia) as are is reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Trust Assets during the term of the Liquidating Trust, Trust (iiprovided that in no event shall funds be required to be reserved to maintain or pursue Intermediation Priority Collateral or Disputed Priority June 21 Insurance Proceeds without the consent of the Liquidating Trust Committee);; (b) to pay reasonable administrative expenses, expenses including, without limitation, the compensation and the reimbursement of reasonable reasonable, actual and necessary costs, fees fees, and expenses (including attorneys’ fees and other professional fees)expenses, financial advisor fees and expenses, and expenses disbursing agent fees and expenses) of the Liquidating Trustees and the Delaware Trustee and Debtor Representative in connection with the performance of their its duties in connection with this Liquidating Trust Agreement and under the Plan and Confirmation Order, Agreement; and (iiic) to satisfy Liquidating Trust Obligations and all other liabilities and claims of creditors of the Liquidating Trust incurred or assumed by in respect of the Liquidating Trust (or to which the Liquidating Trust Assets are otherwise subject) )), including Restructuring Expenses (which shall be paid solely from Term Loan Priority Collateral), in accordance with the Plan, the Confirmation Order, and this Liquidating Trust Agreement. All such distributions shall be mademade as provided, and subject to any withholding or reserve, as provided in this Agreement, the Plan, or the Confirmation Order. Additionally, the Liquidating Trustee The TrusteeLiquidating Trust Board may withhold from amounts otherwise distributable on behalf of Beneficiaries to any Beneficiary any and all amounts, determined in the Liquidating TrusteeT rustee’sLiquidating Trust Board’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. The Liquidating Trustee may withhold the entire distribution to any Holder of an Allowed Claim until such time as the Holder provides the Liquidating Trustee with the necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision of the Plan, (i) each Holder of an Allowed Claim that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution; and.

Distributions; Withholding. The Liquidating Liquidation Trustee shall make distributions at such times, consistent with the terms of the Plan, the Confirmation Order, and this Agreement, as the Liquidating Trustee deems appropriate from all net Cash income and all other Cash proceeds received by the Liquidating Trust; provided, however that the Liquidating Trust may retain such amounts (i) as are reasonably necessary to meet known and contingent liabilities and to maintain the value of the Liquidating Trust Assets during the term of the Liquidating Trust, (ii) to pay reasonable administrative expenses, including, without limitation, the compensation and the reimbursement of reasonable costs, fees (including attorneys’ and other professional fees), and expenses of the Liquidating Trustee and Debtor Representative in connection with the performance of their duties in connection with this Liquidating Trust Agreement and under the Plan and Confirmation Order, and (iii) to satisfy all other liabilities incurred or assumed by the Liquidating Trust (or to which the Liquidating Trust Assets are otherwise subject) in accordance with the Plan, the Confirmation Order, and this Agreement. All such distributions shall be made, subject to any withholding or reserve, as provided in this Agreement, the Plan, the Confirmation Order or the Confirmation OrderCCAA Approval Order and shall, together with the Chief Wind Down Officer of the Reorganized Debtors, be responsible for arranging to pay any Class Settlement Litigation Proceeds which may become due to the Lead Plaintiff pursuant to the Plan. Notwithstanding anything to the contrary in this Agreement, the Liquidation Trust shall distribute at least annually its net income (calculated after the prior payment of any Class Settlement Litigation Proceeds) plus all net proceeds from the sale of Liquidation Trust Assets, except that the Liquidation Trust may retain an amount of net proceeds or net income reasonably necessary to maintain the value of the Liquidation Trust Assets or to meet claims and contingent liabilities (including Disputed Parent Equity Interests), in accordance with Rev. Proc. 94-45. Additionally, the Liquidating Liquidation Trustee may withhold from amounts otherwise distributable on behalf of Beneficiaries with respect to a Beneficial Trust Interest any and all amounts, determined in the Liquidating Liquidation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive, or other governmental requirement. The Liquidating Prior to the making of any distributions contemplated hereunder,, the Liquidation Trustee shall provide the Liquidation Trust Advisory Board with three (3) business days’ written notice of any such distribution, which notice shall include a summary of the aggregate amounts to be distributed. Within two (2) business days of receipt of the notice of distribution, any Member of the Liquidation Trust Advisory Board may request additional information regarding the calculation of the aggregate distribution amount. Distributions may be processed by or on behalf of the Liquidation Trust through DTC and CDS or another Distribution Agent, provided however, the Liquidation Trustee may withhold the entire distribution instead elect to any Holder of an Allowed Claim until such time process distributions in a different manner, as the Holder provides Liquidation Trustee determines necessary or appropriate under applicable laws. As set forth in the Liquidating Plan, the Liquidation Trustee and any Distribution Agent reserves the right to allocate all distributions to be made hereunder in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, Liens and encumbrances. The Liquidation Trustee may condition any distribution in respect of a Beneficial Trust Interests on the Liquidation Trustee’s receipt of such information and documentation that the Liquidation Trustee determines is appropriate or necessary information to comply with any withholding requirements of any governmental unit. Notwithstanding any other provision of applicable laws (including but not limited to the Plan, “Tax Documents”) (i) each Holder of an Allowed Claim that as the Liquidation Trustee determines in its sole discretion is necessary to receive effect a distribution pursuant in accordance with applicable laws, and may delay or deny (in full or in part) any distribution which the Liquidation Trustee determines in its sole discretion fails to meet the requirements necessary for compliance with applicable laws. In the event, such information and documentation (including the Tax Documents) has not been received by the Liquidation Trustee within three (3) months after request therefor, the Liquidation Trustee may declare the amount otherwise distributable to be an Undeliverable Distribution and subject to the Plan shall have sole and exclusive responsibility for the satisfaction and payment provisions of any tax obligations imposed by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution; andSection 9.6.