Common use of Distributions; Withholding Clause in Contracts

Distributions; Withholding. (a) The Trustee shall distribute to the Litigation Trust Beneficiaries, in accordance with this Article 6, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets; provided, however, that the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) of the preceding sentence. All distributions and/or payments to be made to the holders of 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 compared with the aggregate amount of Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation Order, the Plan and this Agreement. The Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. (b) As set forth more fully in the Plan and Confirmation Order (i) distributions on account of D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.

Distributions; Withholding. (a) The Subject to Section 3.4 of this Agreement, the Litigation Trustee shall distribute to the Litigation Trust Beneficiariesdistribute, 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 plus all net Cash cash proceeds from the liquidation of Litigation Trust AssetsAssets (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, that the Litigation Trust Trustee may retain and not distribute to holders of the Litigation Trust Beneficiaries, and maintain as a reserve, Interests such amounts as determined by the Trustee Litigation Trust Board (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, liquidation and (ii) to pay reasonable and necessary administrative expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary provided further that prior to establish and maintain any distribution of Litigation Trust Proceeds to the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) holders of the preceding sentenceLitigation Trust Interests, the Litigation Trustee shall first pay to Newco an amount in 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 Agreement shall be made to each holder the holders of the Litigation Trust Interests pro rata based on the amount of Litigation Trust Interests held by such a holder 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. The Litigation Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Litigation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. (b) As set forth more fully in the Plan and Confirmation Order (i) distributions on account of D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.

Distributions; Withholding. The TrusteeLiquidating Trust Board shall make distributions to Holders of Allowed Claims in accordance with the Plan and section 6.2 hereto at such 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 consent ofby the Liquidating Trust Committee (such consent not to be unreasonably withheld)Board (a) The Trustee shall distribute to the Litigation Trust Beneficiaries, in accordance with this Article 6, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets; provided, however, that the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are is reasonably necessary to meet contingent liabilities to maintain the value of the Litigation Liquidating Trust Assets during liquidation, the term of the Liquidating 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 including, without limitation, the compensation and the reimbursement of reasonable, actual and necessary costs, fees, and expenses incurred (including attorneys’ fees and expenses, financial advisor fees and expenses, and disbursing agent fees and expenses) of the Liquidating Trustees and the Delaware Trustee in connection with liquidation the performance of its duties in connection with this Liquidating Trust Agreement; and any taxes imposed on (c) to satisfy Liquidating Trust Obligations and all other liabilities and claims of creditors of the Litigation Liquidating Trust incurred or assumed in respect of the Litigation Liquidating Trust Assets(or to which the Liquidating Trust Assets are otherwise subject)), and including Restructuring Expenses (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) of the preceding sentence. All distributions and/or payments to be made to the holders of Trust Interests pursuant to this Agreement which shall be made to each holder of Litigation Trust Interests pro rata based on the amount of Litigation Trust Interests held by such holder compared paid solely from Term Loan Priority Collateral), in accordance with the aggregate amount of Litigation Trust Interests outstandingPlan, subject, in each case, to the terms of the Confirmation Order, the Plan and this Liquidating Trust Agreement. All such distributions shall be made as provided, and subject to any withholding or reserve, in this Agreement, the Plan, or the Confirmation Order. The Trustee TrusteeLiquidating Trust Board may withhold from amounts distributable to any Person Beneficiary any and all amounts, determined in the TrusteeT rustee’sLiquidating Trust Board’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive directive, or other governmental requirement. (b) As set forth more fully in the Plan and Confirmation Order (i) distributions on account of D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.

Distributions; Withholding. (a) The Wind Down Entity Trustee shall distribute make distributions to the Litigation Trust Beneficiaries, Lender Wind Down Claimholders and/or Beneficiaries in accordance with this Article 6, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets; provided, however, that the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) of the preceding sentence. All distributions and/or payments to be made to the holders of 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 compared with the aggregate amount of Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation Order, the Plan and this AgreementAgreement at least once every 60 days unless such distributions would be less than $250,000 in the aggregate. Notwithstanding the foregoing, the Wind Down Entity Board may authorize the Wind Down Entity Trustee to retain proceeds from the Post-Effective Date Assets to fund additional costs of the Wind Down Entity or the Non-Debtor Subsidiaries following the date hereof, provided that such amount shall not exceed the amount provided for in the Wind Down Entity Budget. The Trustee Wind Down Entity may withhold from amounts otherwise distributable to any Person Entity any and all amounts, determined in the Wind Down Entity Trustee’s reasonable sole discretiondiscretion but not to exceed, to together with all other cash held by the Wind Down Entity at such time, $85 million, that may be required by this Agreement, or any law, regulation, rule, ruling, directive directive, treaty or other governmental requirement. (b) As set forth more fully in . Any party issuing any instrument or making any distribution under the Plan shall comply with all applicable withholding and Confirmation Order (i) reporting requirements imposed by any U.S. federal, state or local tax law or tax authority, and all distributions under this Agreement shall be subject to any such withholding or reporting requirements. Notwithstanding the above, each holder of an Allowed Claim and each Beneficiary that is to receive a distribution shall have the sole and exclusive responsibility for the satisfaction and payment of any Taxes imposed on such holder by any governmental unit, including income, withholding and other Tax obligations, on account of D&O Claims such distribution. The Wind Down Entity has the right, but not the obligation, to not make a distribution until any such holder has made arrangements satisfactory to the Wind Down Entity Trustee for payment of any such Tax obligations, and, if the Wind Down Entity fails to withhold with respect to any such holder’s distribution and is later held liable for the amount of such withholding, such holder shall reimburse the Wind Down Entity. The Wind Down Entity Trustee may require, as a condition to the receipt of a distribution, that the applicable holder complete the appropriate Form W-8 or Form W-9, as applicable to such holder. If the holder fails to comply with such a request within 180 days, such distribution shall be made 100% deemed to Non-Insider Equity Interest Holders on be Unclaimed Property (defined below). Prior to the making of any distributions contemplated hereunder to holders of Allowed Claims, the Lender Wind Down Claim or any Beneficiary, the Wind Down Entity Trustee shall provide the Wind Down Entity Board with five business days’ written notice of any such distribution, which notice shall include a pro rata basis; summary of the aggregate amounts to be distributed. Within three business days of receipt of the notice of distribution, any Member may request additional information regarding the calculation of the aggregate distribution amounts and the identity of the payees in respect thereof. No Claims (iiincluding the Lender Wind Down Claim) distributions or Wind Down Entity Interests, Allowed or otherwise (including Administrative Claims), shall be entitled, under any circumstances, to receive any interest on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basissuch Claim or Wind Down Entity Interest.

Distributions; Withholding. (a) The Liquidation Trustee shall distribute make such distributions as provided in this Agreement, the Plan, the Confirmation Order or the CCAA 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 BeneficiariesAssets, 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 this Article 6, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust Assets; provided, however, that the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below)Rev. Proc. The Debtors shall provide the Trustee with such information as may be reasonably requested by the Trustee regarding the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth in clause (iii) of the preceding sentence94-45. All distributions and/or payments to be made to the holders of 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 compared with the aggregate amount of Litigation Trust Interests outstanding, subject, in each case, to the terms of the Confirmation OrderAdditionally, the Plan and this Agreement. The Liquidation Trustee may withhold from amounts distributable with respect to any Person a Beneficial Trust Interest any and all amounts, determined in the Liquidation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive directive, or other governmental requirement. . Prior to the making of any distributions contemplated hereunder,, the Liquidation Trustee shall provide the Liquidation Trust Advisory Board with three (b3) 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 instead elect to process distributions in a different manner, as the Liquidation Trustee determines necessary or appropriate under applicable laws. As set forth more fully in the Plan Plan, the Liquidation Trustee and Confirmation Order (i) any Distribution Agent reserves the right to allocate all distributions on account of D&O Claims shall to be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronixhereunder in compliance with all applicable wage garnishments, Inc.alimony, as reimbursement for the Expense Fund, until Vactronix has been reimbursed in fullchild support, and secondother 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 to comply with applicable laws (including but not limited to the “Tax Documents”) (as the Liquidation Trustee determines in its sole discretion is necessary to effect a distribution 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 Vactronix has been reimbursed in fullrequest therefor, 85% the Liquidation Trustee may declare the amount otherwise distributable to Non-Insider Equity Interest Holders on a pro rata basis be an Undeliverable Distribution and 15% subject to Insider Equity Interest Holders on a pro rata basisthe provisions of Section 9.6.

Distributions; Withholding. (aSubject to Section 8.17 of the Plan and Sections 1.6, 3.3 and 6.2(b) The of this Agreement, the Litigation Trustee shall distribute to the Litigation Trust Beneficiariesdistribute, in accordance with this Article 6, to the Litigation Trust Beneficiaries, all net Cash income plus all net Cash proceeds from the liquidation of Litigation Trust AssetsAssets (including as Cash, for this purpose, all Cash Equivalents); provided, however, that that, subject to Section 6.2(b) of this Agreement, the Litigation Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, Beneficiaries such amounts as determined by the Litigation Trustee (i) as are reasonably necessary to meet contingent liabilities of the Litigation Trust during liquidation, (ii) to pay reasonable and necessary expenses incurred in connection with liquidation and any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, and (iii) as are reasonably necessary to establish and maintain a separate reserve for the Disputed Equity Interest Reserve Litigation Trust Interests to be distributed to holders of unliquidated or disputed FairPoint Communications Unsecured Claims. Reorganized FairPoint (defined below). The Debtors 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 Litigation Trustee regarding the stock transfer ledger claims register for purposes of maintaining and establishing the Disputed Equity Interest Reserve 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 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 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. The Litigation Trustee may withhold from amounts distributable to any Person any and all amounts, determined in the Litigation Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive or other governmental requirement. (b) As set forth more fully in the Plan and Confirmation Order (i) distributions on account of D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basis; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.

Distributions; Withholding. (a) The Liquidating Trustee shall distribute to make distributions at such times, consistent with the Litigation Trust Beneficiariesterms of the Plan, in accordance with the Confirmation Order, and this Article 6Agreement, as the Liquidating Trustee deems appropriate from all net Cash income plus and all net other Cash proceeds from received by the liquidation of Litigation Trust AssetsLiquidating Trust; provided, however, however that the Litigation Liquidating Trust may retain and not distribute to the Litigation Trust Beneficiaries, and maintain as a reserve, such amounts as determined by the Trustee (i) as are reasonably necessary to meet known and contingent liabilities and to maintain the value of the Litigation Liquidating Trust Assets during liquidationthe term of the Liquidating Trust, (ii) to pay reasonable administrative expenses, including, without limitation, the compensation and necessary the reimbursement of reasonable costs, fees (including attorneys’ and other professional fees), and expenses incurred of the Liquidating Trustee and Debtor Representative in connection with liquidation the performance of their duties in connection with this Liquidating Trust Agreement and any taxes imposed on under the Litigation Trust or in respect of the Litigation Trust AssetsPlan and Confirmation Order, and (iii) as are reasonably necessary to establish and maintain the Disputed Equity Interest Reserve (defined below). The Debtors shall provide the Trustee with such information as may be reasonably requested satisfy all other liabilities incurred or assumed by the Trustee regarding Liquidating Trust (or to which the stock transfer ledger for purposes of maintaining and establishing the Disputed Equity Interest Reserve set forth Liquidating Trust Assets are otherwise subject) in clause (iii) of the preceding sentence. All distributions and/or payments to be made to the holders of 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 compared accordance with the aggregate amount of Litigation Trust Interests outstandingPlan, subject, in each case, to the terms of the Confirmation Order, the Plan and this Agreement. The 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 to any Person on behalf of Beneficiaries any and all amounts, determined in the Liquidating Trustee’s reasonable sole discretion, to be required by any law, regulation, rule, ruling, directive directive, or other governmental requirement. (b) As set forth more fully in . The Liquidating Trustee may withhold the Plan and Confirmation Order 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) distributions 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 D&O Claims shall be made 100% to Non-Insider Equity Interest Holders on a pro rata basissuch distribution; (ii) distributions on account of the Causes of Action shall be distributed first to Vactronix, Inc., as reimbursement for the Expense Fund, until Vactronix has been reimbursed in full, and second, after Vactronix has been reimbursed in full, 85% to Non-Insider Equity Interest Holders on a pro rata basis and 15% to Insider Equity Interest Holders on a pro rata basis.and