Common use of Payment of Litigation Trust Expenses Clause in Contracts

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur any reasonable and necessary fees and expenses in pursuing the Litigation Trust Assets, administering the Litigation Trust, managing the Litigation Trust Assets and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of the Litigation Trust shall be paid by, and solely be the obligation of, the Litigation Trust. (b) The Litigation Trustee shall maintain an expense fund (the “Expense Fund”) as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded with proceeds from the Trust Loan. (c) After the satisfaction of accrued and unpaid fees and expenses, the Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund to ensure that the Expense Fund will be adequate to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment, in full, of the Trust Loan, (i) the amount of Cash that may be held in the Expense Fund shall not exceed $25 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held in the Expense Fund. (d) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Expense Fund for that purpose.

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur any reasonable and necessary fees and expenses in pursuing the Litigation Trust Assets, administering the Litigation Trust, managing the Litigation Trust Assets and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of the Litigation Trust shall be paid byfrom the Litigation Trust Proceeds or the proceeds of the Litigation Trust Facility, and solely be the obligation of, the Litigation Trust. (b) The Litigation Trustee shall maintain an expense fund (the “"Expense Fund”") as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the . The Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded from time to time with Litigation Trust Proceeds or the proceeds from the Litigation Trust LoanFacility. (c) After the satisfaction of accrued and unpaid fees and expenses, the Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund to ensure that the Expense Fund will be adequate to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment, in full, of the Trust Loan, (i) the amount of Cash that may be held in the Expense Fund shall not exceed $25 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held in the Expense Fund. (d) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Expense Fund reasonably expected to be sufficient for that purpose.

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur shall maintain a litigation expense fund (the “Litigation Expense Fund”) and expend the assets of the Litigation Expense Fund (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the assets of the Litigation Trust during liquidation, (ii) to pay reasonable administrative expenses (including but not limited to, the costs and expenses of the Litigation Trustee (including reasonable fees, costs, and expenses of professionals), any reasonable and necessary taxes imposed on the Litigation Trust or fees and expenses in pursuing connection with, arising out of or related to the Litigation Trust Assets, administering (iii) reimburse NewCo, the Reorganized Debtors, HVM and their officers, directors and managers for all reasonable costs and expenses incurred as a third party in connection with any cause of action or proceeding pursued by or otherwise involving the Litigation Trust, managing Trust and the Litigation Trust Assets or as a defendant in relation to a claim that has been released pursuant to the Plan, as detailed in section 6.17(f) of the Plan; and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of (iv) to satisfy other liabilities incurred or assumed by the Litigation Trust shall be paid by, and solely be (or to which the obligation of, assets are otherwise subject) in accordance with the Plan or this Litigation TrustTrust Agreement. (b) The Litigation Trustee shall maintain an expense fund (the “Expense Fund”) as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded with proceeds from the Trust Loan. (c) After the satisfaction of accrued and unpaid fees and expenses, the Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds and add to the Litigation Expense Fund, at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund deems reasonable and appropriate to ensure that the Litigation Expense Fund will be adequate to pay fees meet the expenses and expenses anticipated to be incurred liabilities described in the future for the purposes set forth in Sections 3.4(asubsection (a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment, in full, of the Trust Loan, (i) the amount of Cash that may be held in the Expense Fund shall not exceed $25 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held in the Expense Fundthis Section. (dc) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Litigation Expense Fund for that purpose.

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur any reasonable and necessary fees and expenses in pursuing the Litigation Trust Assets, administering the Litigation Trust, managing the Litigation Trust Assets and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of the Litigation Trust shall be paid by, and solely be the obligation of, the Litigation Trust. (b) The Litigation Trustee shall maintain an expense fund (the “Expense Fund”) as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded with proceeds from the Trust Loan. (c) After the satisfaction of accrued and unpaid fees and expenses, the The Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds Proceeds, at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund to ensure that the Expense Fund will be adequate to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment; provided, that in full, of the Trust Loan, (i) no event shall the amount of Cash that may be held in the Expense Fund shall not exceed $25 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held [TBD] in the Expense Fundaggregate. (d) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Expense Fund for that purpose.

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur any reasonable and necessary fees and expenses in pursuing the Litigation Trust Assets, administering the Litigation Trust, managing the Litigation Trust Assets and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of the Litigation Trust shall be paid by, and solely be the obligation of, the Litigation Trust. (b) The Litigation Trustee shall maintain an expense fund (the “Expense Fund”) as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded with proceeds from the Trust Loan. (c) After the satisfaction of accrued and unpaid fees and expenses, the The Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund to ensure that the Expense Fund will be adequate to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment; provided, that in full, of the Trust Loan, (i) no event shall the amount of Cash that may be held in the Expense Fund shall not exceed $25 20 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held in the Expense Fundaggregate. (d) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Expense Fund for that purpose.

Payment of Litigation Trust Expenses. (a) The Litigation Trustee may incur any reasonable and necessary fees and expenses in pursuing the Litigation Trust Assets, administering the Litigation Trust, managing the Litigation Trust Assets and making distributions on account of Litigation Trust Interests. All fees, expenses, and costs of the Litigation Trust shall be paid by, and solely be the obligation of, the Litigation Trust. (b) The Litigation Trustee shall maintain an expense fund (the “Expense Fund”) as a reserve to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and expend the assets of the Expense Fund to pay such fees and expenses as and when they become due; provided, however, that the Litigation Trustee may not expend assets of the Expense Fund until such time as the proceeds of the Trust Loan have been fully utilized. For the avoidance of doubt, under no circumstances shall the Expense Fund be funded with proceeds from the Trust Loan. (c) After the satisfaction of accrued and unpaid fees and expenses, the The Litigation Trustee may, subject to the approval of the Litigation Trust Advisory Board, retain from the Litigation Trust Proceeds at any time and from time to time, such amounts as the Litigation Trustee determines should be held in the Expense Fund to ensure that the Expense Fund will be adequate to pay fees and expenses anticipated to be incurred in the future for the purposes set forth in Sections 3.4(a) and 3.5 herein and add such amounts to the Expense Fund. Prior to the repayment; provided, that in full, of the Trust Loan, (i) no event shall the amount of Cash that may be held in the Expense Fund shall not exceed $25 million and (ii) all Net Litigation Trust Proceeds shall be applied in accordance with the Litigation Trust Distribution Schedule. Upon repayment, in full, of the Trust Loan, there shall be no limitation on the amount of Cash that may be held [TBD] in the Expense Fundaggregate. (d) Notwithstanding any other provision of this Litigation Trust Agreement to the contrary, the Litigation Trustee shall not be required to take any action or enter into or maintain any claim, demand, action or proceeding relating to the Litigation Trust unless it shall have sufficient funds in the Expense Fund for that purpose.