Common use of Multistate Trust Miscellaneous Provisions Clause in Contracts

Multistate Trust Miscellaneous Provisions. a. The Multistate Trustee shall at all times seek to have the Multistate Trust treated as a “qualified settlement fund” as that term is defined in Treasury Regulation section 1.468B-1. For purposes of complying with Section 468B(g)(2) of the Internal Revenue Code of 1986, as amended, this Settlement Agreement shall constitute a Consent Decree between the parties. Approval of the Court, as a unit of the District Court, shall be sought, and the Court shall retain continuing jurisdiction over the Multistate Trust and Multistate Trust Accounts sufficient to satisfy the requirements of Treasury Regulation section 1.468B-1. The Multistate Trustee shall cause any taxes imposed on the earnings of the Multistate Trust, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Multistate Trust under applicable tax laws. The Multistate Trustee shall be the “administrator” of the Multistate Trust pursuant to Treasury Regulation section 1.468B-2(k)(3). To the extent that the Debtors choose to make a Grantor Trust Election with respect to the Multistate Trust, the Multistate Trustee shall provide reasonable cooperation to the Debtors as needed to facilitate such election. For the avoidance of doubt, any Grantor Trust Election is for tax purposes only and shall in no way affect the substantive rights and obligations of the parties under this Settlement Agreement or the Multistate Trust Agreement. b. The Multistate Trustee shall use the Multistate Trust Environmental Cost Account for each of the Multistate Owned Funded Sites to fund future Environmental Actions and certain future oversight costs with respect to that Owned Funded Site. The Multistate Trustee shall use the Multistate Trust Work Account for the Non-Owned Service Stations to fund future Environmental Actions with respect to Non-Owned Service Stations. The Multistate Trustee shall use the Multistate Trust Administrative Account to fund the Administrative Costs of the Multistate Trust that have been approved by the United States and States that are Lead Agencies of the Multistate Owned Funded Sites. c. The administrative funds within the Multistate Trust Administrative Account shall be used by the Multistate Trustee for Administrative Costs. Within 90 days following the Effective Date in the first year and thereafter by January 1 of each year, the Multistate Trustee shall provide the Governments with an annual budget for administration of the Multistate Trust for review and approval or disapproval by the United States and States that are Lead Agencies. d. In no event shall any of the Multistate Trust Parties be held liable to any third parties for any liability, action, or inaction of any other party, including Debtors or any other Multistate Trust Party. e. The Multistate Trustee shall implement any institutional controls or deed restrictions requested by the Governments with respect to any of the Multistate Owned Funded Sites. Additionally, the Multistate Trustee shall abide by the terms of any institutional controls or deed restrictions in place or of record as to any Multistate Owned Funded Sites. f. In the event that the Court finds that the Multistate Trustee in any material respect, as a result of its negligence, exacerbates or aggravates hazardous conditions at any of the Multistate Owned Funded Sites, is seriously or repeatedly deficient or late in performance of the work or violates the provisions of this Settlement Agreement, the Multistate Trust Agreement or other related implementation agreements, the United States and the State in which the relevant Site is located may jointly direct that (i) the Multistate Trustee be replaced in accordance with the Multistate Trust Agreement or (ii) all remaining funds and future recoveries in the Multistate Trust be paid to US EPA or to the applicable State to be used in accordance with the terms of this Settlement Agreement. g. The Multistate Trustee may resign from its trusteeship generally, and without cause, by giving not less than 120 days prior written notice thereof to the Court, the United States, and the States. h. The Multistate Trust is intended to be governed by the terms of this Settlement Agreement and the Multistate Trust Agreement and shall not be subject to any provision of the Uniform Custodial Trust Act as adopted by any state, now or in the future.

Multistate Trust Miscellaneous Provisions. ‌‌ a. The Multistate Trustee shall at all times seek to have the Multistate Trust treated as a “qualified settlement fund” as that term is defined in Treasury Regulation section 1.468B-1. For purposes of complying with Section 468B(g)(2) of the Internal Revenue Code of 1986, as amended, this Settlement Settlement‌ Agreement shall constitute a Consent Decree between the parties. Approval of the Court, as a unit of the District Court, shall be sought, and the Court shall retain continuing jurisdiction over the Multistate Trust and Multistate Trust Accounts sufficient to satisfy the requirements of Treasury Regulation section 1.468B-1. The Multistate Trustee shall cause any taxes imposed on the earnings of the Multistate Trust, if any, to be paid out of such earnings and shall comply with all tax reporting and withholding requirements imposed on the Multistate Trust under applicable tax laws. The Multistate Trustee shall be the “administrator” of the Multistate Trust pursuant to Treasury Regulation section 1.468B-2(k)(3). To the extent that the Debtors choose to make a Grantor Trust Election with respect to the Multistate Trust, the Multistate Trustee shall provide reasonable cooperation to the Debtors as needed to facilitate such election. For the avoidance of doubt, any Grantor Trust Election is for tax purposes only and shall in no way affect the substantive rights and obligations of the parties under this Settlement Agreement or the Multistate Trust Agreement. b. The Multistate Trustee shall use the Multistate Trust Environmental Cost Account for each of the Multistate Owned Funded Sites to fund future Environmental Actions and certain future oversight costs with respect to that Owned Funded Site. The Multistate Trustee shall use the Multistate Trust Work Account for the Non-Owned Service Stations to fund future Environmental Actions with respect to Non-Owned Service Stations. The Multistate Trustee shall use the Multistate Trust Administrative Account to fund the Administrative Costs of the Multistate Trust that have been approved by the United States and States that are Lead Agencies of the Multistate Owned Funded Sites.Sites.‌ c. The administrative funds within the Multistate Trust Administrative Account shall be used by the Multistate Trustee for Administrative Costs. Within 90 days following the Effective Date in the first year and thereafter by January 1 of each year, the Multistate Trustee shall provide the Governments with an annual budget for administration of the Multistate Trust for review and approval or disapproval by the United States and States that are Lead Agencies. d. In no event shall any of the Multistate Trust Parties be held liable to any third parties for any liability, action, or inaction of any other party, including Debtors or any other Multistate Trust Party. e. The Multistate Trustee shall implement any institutional controls or deed restrictions requested by the Governments with respect to any of the Multistate Owned Funded Sites. Additionally, the Multistate Trustee shall abide by the terms of any institutional controls or deed restrictions in place or of record as to any Multistate Owned Funded Sites. f. In the event that the Court finds that the Multistate Trustee in any material respect, as a result of its negligence, exacerbates or aggravates hazardous conditions at any of the Multistate Owned Funded Sites, is seriously or repeatedly deficient or late in performance of the work or violates the provisions of this Settlement Agreement, the Multistate Trust Agreement or other related implementation agreements, the United States and the State in which the relevant Site is located may jointly direct that (i) the Multistate Trustee be replaced in accordance with the Multistate Trust Agreement or (ii) all remaining funds and future recoveries in the Multistate Trust be paid to US EPA or to the applicable State to be used in accordance with the terms of this Settlement Agreement. g. The Multistate Trustee may resign from its trusteeship generally, and without cause, by giving not less than 120 days prior written notice thereof to the Court, the United States, and the States. h. The Multistate Trust is intended to be governed by the terms of this Settlement Agreement and the Multistate Trust Agreement and shall not be subject to any provision of the Uniform Custodial Trust Act as adopted by any state, now or in the future.