Common use of Rights, Powers and Privileges Clause in Contracts

Rights, Powers and Privileges. The Trustee shall have only the rights, powers and privileges expressly provided in this Agreement. The Trustee shall have the power to take the actions granted in the subsections below and any powers reasonably incidental thereto, which the Trustee, in his reasonable discretion, deems necessary or appropriate to fulfill the purposes of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: A. Hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereof; B. In reliance upon the official claims register maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust held by each Beneficiary; C. Protect and enforce the rights to the Trust Assets vested in the Trustee by this Agreement by any method deemed appropriate including, without limitation, by judicial proceedings or otherwise; D. Subject to the provisions of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions provided for in, or contemplated by, the Plan and/or this Agreement; F. Open and maintain bank accounts on behalf, or in the name, of the Trust; G. Make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file returns for the Trust pursuant to Section 8.9 hereof; X. Xxxx annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay all expenses and make all other payments relating to the Trust Assets and the operation of the Trust; L. Retain and pay third parties pursuant to Section 3.2 hereof; M. Carry insurance coverage or obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or in the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted Investments; and R. Take any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out of the Trust Assets in accordance with Section 8.8 of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the Trustee.

Rights, Powers and Privileges. The Trustee shall have only the rights, powers and privileges expressly provided to the Trustee in this AgreementAgreement or in the Plan. The Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the subsections below Plan, and any powers reasonably incidental thereto, which the Trustee, in his its reasonable discretion, deems necessary or appropriate to fulfill the purposes liquidating purpose of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: A. Hold hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereof; B. In in reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's ’s books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust herein held by each Beneficiary; C. Protect protect and enforce the rights to the Trust Assets (including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate appropriate, including, without limitation, by judicial proceedings or otherwise; D. Subject make all distributions to the provisions of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions Beneficiaries provided for in, or contemplated by, the Plan and/or and this Agreement; F. Open E. establish reserves for Disputed Claims and open and maintain bank accounts on behalf, behalf of or in the name, name of the Trust; G. Make F. make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file tax returns for the Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to Section 8.9 and in accordance with the Plan and Article 7.9 hereof; X. Xxxx G. send annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share ’s share of the Trust’s income, gain, loss, deduction or credit credit, and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish H. establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay I. pay all expenses and make all other payments relating to the Trust Assets and the operation of the Trust; L. Retain Assets; J. retain and pay third parties pursuant to Section 3.2 hereofArticle 3.2, 11.5 and/or 11.6; M. Carry K. carry insurance coverage or and, as required in the Confirmation Order, obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the L. exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or Plan, including the right to pursue and settle Causes of Action and object to and settle objections to Claims, subject to the limitations set forth in Article XI hereof and the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted InvestmentsPlan; and R. Take M. invest any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out moneys held as part of the Trust Assets in accordance with Section 8.8 the terms of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the TrusteeArticle 3.4 hereof.

Rights, Powers and Privileges. The Trustee shall have only the rights, powers and privileges expressly provided to the Trustee in this AgreementAgreement or in the Plan. The Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the subsections below Plan, and any powers reasonably incidental thereto, which the Trustee, in his its reasonable discretion, deems necessary or appropriate to fulfill the purposes liquidating purpose of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: : A. Hold hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for ; B. in Article IV hereof; B. In reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's ’s books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust herein held by each Beneficiary; ; C. Protect protect and enforce the rights to the Trust Assets (including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate appropriate, including, without limitation, by judicial proceedings or otherwise; ; D. Subject make all distributions to the provisions of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions Beneficiaries provided for in, or contemplated by, the Plan and/or and this Agreement; F. Open ; E. establish reserves for Disputed Claims and open and maintain bank accounts on behalf, behalf of or in the name, name of the Trust; G. Make ; F. make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file tax returns for the Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to Section 8.9 and in accordance with the Plan and Article 7.9 hereof; X. Xxxx ; G. send annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share ’s share of the Trust’s income, gain, loss, deduction or credit credit, and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish ; H. establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay ; I. pay all expenses and make all other payments relating to the Trust Assets and the operation of the Trust; L. Retain Assets; J. retain and pay third parties pursuant to Section 3.2 hereof; M. Carry Article 3.2, 11.5 and/or 11.6; K. carry insurance coverage or and, as required in the Confirmation Order, obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the ; L. exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or Plan, including the right to pursue and settle Causes of Action and object to and settle objections to Claims, subject to the limitations set forth in the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted Investments; and R. Take any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses Article XI hereof and the compensation to be paid to the Trustee out Plan; and M. invest any moneys held as part of the Trust Assets in accordance with Section 8.8 the terms of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the Trustee.Article 3.4

Rights, Powers and Privileges. The Distribution Trustee shall will have only the rights, powers and privileges to act on behalf of the Distribution Trust expressly provided in the Plan and this Agreement. The Trustee shall have the power to take the actions granted Agreement and as provided by law in the subsections below and event that the Plan or this Agreement does not reference any powers reasonably incidental theretosuch right, which the Trustee, in his reasonable discretion, deems necessary power or appropriate to fulfill the purposes of the Trust, unless privilege. Unless otherwise specifically expressly limited or restricted by the Plan or this Agreement, so long as such actions are, in the Stockholders’ Agreement or Distribution Trustee’s reasonable judgment, necessary to manage the Call Agreementaffairs of the Distribution Trust and safeguard the interest of the Beneficiaries, the Distribution Trustee will have the right, power, privilege and obligation, to: A. Hold legal title (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Plan; (b) establish, maintain and administer the Trust Accounts and, if necessary, any additional trust accounts (including paying all Distribution Trust Expenses using the Distribution Trust Expenses Account), and determine the manner of ascertainment of income and principal of the assets in the Distribution Trust, and the apportionment of income and principal among such assets; (c) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle and protect the Distribution Trust Assets (directly or through one or more third party Disbursing Agents), each in accordance with the Plan and this Agreement; (d) sell, liquidate, transfer, distribute or otherwise dispose of the Distribution Trust Assets (directly or through a Third Party Disbursing Agent) or any part thereof or any interest therein upon such terms as the Distribution Trustee determines to be necessary, appropriate or desirable, pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan, and otherwise consistent with the terms of the Plan; (e) calculate and make distributions of the Distribution Trust Assets to holders of Allowed Claims pursuant to the procedures for allowing Claims and making distributions prescribed in the Plan; (f) subject to Section ‎7.2, review, reconcile, compromise, settle, prosecute or object to Disputed Claims and resolve any such objections as set forth in the Plan and this Agreement; (g) investigate and pursue Causes of Action as contemplated by Section ‎4.2, and raise defenses in connection with any actions or claims adverse to the Distribution Trust and, in connection therewith, establish, maintain and administer any litigation or similar trusts and related accounts, in each case, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (h) retain and compensate, without further order of the Bankruptcy Court, the services of professionals or other persons or entities (including professionals, persons or entities already retained by the Estates) to represent, advise and assist the Distribution Trustee in the fulfillment of its responsibilities in connection with the Plan and this Agreement, all rights as it determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (i) file appropriate Tax returns and other reports on behalf of the Distribution Trust and the Debtors and pay Taxes or other obligations owed by the Distribution Trust and the Debtors; (j) enforce, waive, assign or release rights, powers, privileges and immunities of any kind of the Debtors, except to the extent expressly limited by, or otherwise contrary to its duties established by, the Plan or this Agreement, as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (k) take such actions as are necessary, appropriate or desirable to cause the transfer of any attorney-client privilege, work-product privilege or other privilege or immunity of the Debtors attaching to any documents or communications (whether written or oral) to the Distribution Trust (which privileges and immunities are intended to be transferred to the Beneficiaries Distribution Trust); (l) purchase insurance with such coverage and limits as it determines, in its Permitted Discretion, to be necessary, appropriate or arising from desirable (including insurance covering the Trust AssetsIndemnified Parties for liabilities incurred in connection with the performance of duties under the Plan and this Agreement); (m) appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to the Plan, including, but not limited tothis Agreement, the New Securities and Distribution Trust, the right to vote the New Securities and any other Distribution Trust Assets consisting of securities as provided for in Article IV hereofor the Debtors; B. In reliance upon (n) xxx, defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to the official claims register maintained Plan, this Agreement, the Distribution Trust, the Distribution Trust Assets or the Debtors and, in the Debtors' Chapter 11 casesconnection therewith, establish, maintain on and administer any litigation or similar trusts and related accounts, in each case, as the Trustee's books and records Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable; (o) take such actions as are necessary or on the books and records of appropriate to close or dismiss any agent appointed by the Trustee to maintain a record or all of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust held by each BeneficiaryBankruptcy Cases; C. Protect (p) comply with the Plan and enforce the exercise its rights to the Trust Assets vested in the Trustee by this Agreement by any method deemed appropriate and fulfill its obligations thereunder, including, without limitation, (i) any undertaking to perform any obligation of the Distribution Trustee and the Debtors provided for or required by judicial proceedings the Plan, including production of documents and providing of testimony, with respect to any investigation, subpoena or otherwiseinquiry into the Debtors or the Debtors’ financial affairs, and (ii) the execution, delivery and performance of such other agreements and documents or the exercise of such other powers and duties as the Distribution Trustee determines, in its Permitted Discretion, to be necessary, appropriate or desirable to accomplish and implement the purposes and provisions of the Distribution Trust as set forth in the Plan and this Agreement; D. Subject (q) exercise such further powers as the Distribution Trustee reasonably deems to be necessary and proper to implement the provisions of the Stockholders' Agreement Plan and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions provided for in, or contemplated by, the Plan and/or this Agreement;; and F. Open and maintain bank accounts on behalf, or in (r) dissolve the name, of the Trust; G. Make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Distribution Trust and file returns for the Trust pursuant to Section 8.9 hereof; X. Xxxx annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay all expenses and make all other payments relating to the Trust Assets and the operation terms of the Trust; L. Retain Plan and pay third parties pursuant to Section 3.2 hereof; M. Carry insurance coverage or obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or in the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted Investments; and R. Take any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out of the Trust Assets in accordance with Section 8.8 of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the Trustee.

Rights, Powers and Privileges. The GUC Trustee shall have only the rights, powers and privileges expressly provided in this GUC Trust Agreement and in any order of the Bankruptcy Court that is not, absent the consent of the GUC Trustee, inconsistent with the terms and purpose of the Settlement and GUC Trust Agreement. The Subject to the terms of this GUC Trust Agreement, GUC Trustee shall have the power to take the actions granted specified in the subsections below this Section 3.1 and any powers actions reasonably incidental thereto, which the Trustee, in his reasonable discretion, deems GUC Trustee reasonably determines to be necessary or appropriate to fulfill the purposes purpose of the GUC Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: A. Hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, including but not limited to, : A. exercise all power and authority that may be necessary to implement the New Securities Settlement on behalf of the GUC Trust and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereofenforce all provisions thereof; B. In reliance upon open and maintain bank accounts, make Distributions and take other actions consistent with the official claims register maintained Settlement and this GUC Trust Agreement, including the maintenance of appropriate reserves (including the Disputed Claim Reserve), in the Debtors' Chapter 11 cases, name of the GUC Trust; C. maintain on the Trustee's books and records (or on the books and records of the GUC Trust, including any agent appointed by the Trustee to maintain a record books and records of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust held by each Beneficiary; C. Protect and enforce the rights Debtors transferred to the Trust Assets vested in the Trustee by this Agreement by any method deemed appropriate including, without limitation, by judicial proceedings or otherwiseGUC Trust; D. Subject to incur and pay reasonable and necessary expenses in connection with the provisions implementation and consummation of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriateSettlement; E. Make make decisions without court approval, regarding the retention or engagement of professionals or other Entities, and to pay, without court approval, all distributions provided for in, or contemplated by, reasonable fees and expenses of the Plan and/or this AgreementGUC Trust accruing from and after the Effective Date; F. Open collect and maintain bank accounts on behalf, liquidate all Assets transferred or in to be transferred to the name, of the GUC Trust; G. Make all tax withholdings, prepare and file tax information returns, make tax elections by returns and related forms and filings on behalf of the Trust and file returns for GUC Trust; H. investigate, prosecute and/or settle or abandon causes of action, including but not limited to the Trust D&O Claims, not otherwise released pursuant to Section 8.9 hereof; X. Xxxx annually the Settlement and transferred to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returnsGUC Trust; I. Establish such reserves for taxes, assessments and other expenses seek a determination of administration tax liability under section 505 of the Bankruptcy Code or otherwise and to pay, or cause to be paid, from the Assets any taxes incurred by the GUC Trustee on or after the Effective Date; J. invest, or cause to be invested, cash as deemed appropriate by the GUC Trustee, provided, however, such investments shall be Permitted Investments; K. enter, or cause to be entered, into any agreement or execute any document required by or consistent with this GUC Trust Agreement and the Settlement; L. abandon, or cause to be abandoned, in any commercially reasonable manner any Distributable Assets that the GUC Trustee reasonably concludes are burdensome or of inconsequential value and benefit to the GUC Trust without any need for Bankruptcy Court approval; M. prepare and file post-Effective Date operating reports as set forth in this GUC Trust Agreement; N. take all other actions not inconsistent with the provisions of this GUC Trust Agreement and the Settlement which the GUC Trustee deems reasonably necessary or desirable in connection with the administration and consummation of the GUC Trust and Settlement; and O. exercise such other powers as may be necessary vested in the GUC Trustee, consistent with the intent and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay all expenses and make all other payments relating to the Trust Assets and the operation purpose of the Trust; L. Retain GUC Trust Agreement and pay third parties pursuant to Section 3.2 hereof; M. Carry insurance coverage or obtain a bond in such amounts as the Trustee deems advisable as an expense Settlement, by order of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or in the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted Investments; and R. Take any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out of the Trust Assets in accordance with Section 8.8 of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the TrusteeBankruptcy Court.

Rights, Powers and Privileges. The Trustee shall have only the rights, powers and privileges expressly provided to the Trustee in this AgreementAgreement or in the Plan. The Without limiting the foregoing, the Trustee shall have the power to take the following actions in addition to the powers granted in the subsections below Plan, and any powers reasonably incidental thereto, which the Trustee, in his its reasonable discretion, deems necessary or appropriate to fulfill the purposes liquidating purpose of the Trust, unless otherwise specifically limited or restricted by the Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: A. Hold hold legal title to any and all rights of the Debtors and the Beneficiaries in or arising from the Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereof; B. In in reliance upon the Debtors’ schedules and the official claims register (the “Register”) maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's ’s books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust herein held by each Beneficiary; C. Protect protect and enforce the rights to the Trust Assets (including any Causes of Action) vested in the Trustee by this Agreement by any method deemed appropriate appropriate, including, without limitation, by judicial proceedings or otherwise; D. Subject make all distributions to the provisions of the Stockholders' Agreement and the Call Agreement, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriate; E. Make all distributions Beneficiaries provided for in, or contemplated by, the Plan and/or and this Agreement; F. Open E. establish reserves for Disputed Claims and open and maintain bank accounts on behalf, behalf of or in the name, name of the Trust; G. Make F. make all tax withholdings, file tax information returns, make tax elections by and on behalf of the Trust and file tax returns for the Trust as a grantor trust under IRC Section 671 and Treasury Income Tax Regulation Section 1.671-4 pursuant to Section 8.9 and in accordance with the Plan and Article 7.9 hereof; X. Xxxx G. send annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share ’s share of the Trust’s income, gain, loss, deduction or credit credit, and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish H. establish such reserves for taxes, assessments and other expenses of administration of the Trust as may be necessary and appropriate for the proper operation of matters incident to the Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay I. pay all expenses and make all other payments relating to the Trust Assets and the operation of the TrustAssets; L. Retain J. retain and pay third parties pursuant to Section 3.2 hereofArticle 3.2, 11.5 and/or 11.6; M. Carry K. carry insurance coverage or and, as required in the Confirmation Order, obtain a bond in such amounts as the Trustee deems advisable as an expense of the Trust; X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the L. exercise of his business judgment; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise all powers provided under the Plan or Plan, including the right to pursue and settle Causes of Action and object to and settle objections to Claims, subject to the limitations set forth in Article XI hereof and the Confirmation Order; Q. Invest any Trust Assets consisting of cash in Permitted InvestmentsPlan; and R. Take M. invest any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out moneys held as part of the Trust Assets in accordance with Section 8.8 the terms of this Agreement, the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the TrusteeArticle 3.33.4 hereof.

Rights, Powers and Privileges. The Litigation Trustee shall have only the rights, powers and privileges expressly provided in this AgreementAgreement and the MRC/Marathon Plan. The Litigation Trustee shall have the power to take the actions granted in the subsections below and any powers reasonably incidental thereto, which the Litigation Trustee, in his his/her reasonable discretion, deems necessary or appropriate to fulfill the purposes purpose of the Litigation Trust, unless otherwise specifically limited or restricted by the MRC/Marathon Plan or this Agreement, the Stockholders’ Agreement or the Call Agreement: A. Hold 4.1.1 file, initiate, analyze, investigate, compromise and settle all Causes of Action that are Litigation Trust Assets; 4.1.2 commence and/or pursue any and all actions involving Litigation Trust Assets that could arise or be asserted at any time, unless otherwise waived or relinquished in the MRC/Marathon Plan; 4.1.3 hold legal title to any and all rights of the Debtors Grantor and the Beneficiaries in or arising from the Litigation Trust Assets, including, but not limited to, the New Securities and the right to vote the New Securities and any other Trust Assets consisting of securities as provided for in Article IV hereof; B. In reliance upon the official claims register maintained in the Debtors' Chapter 11 cases, maintain on the Trustee's books and records (or on the books and records of any agent appointed by the Trustee to maintain a record of the Beneficiaries and their respective beneficial interests in the Trust) a register evidencing the beneficial interest in the Trust held by each Beneficiary; C. Protect 4.1.4 protect and enforce the rights to the Litigation Trust Assets (including, without limitation, any and all Causes of Action that are Litigation Trust Assets) vested in the Litigation Trustee by this Agreement and the MRC/Marathon Plan by any method deemed appropriate including, without limitation, by judicial proceedings or otherwise; D. Subject 4.1.5 compromise, adjust, arbitrate, xxx on or defend, abandon, or otherwise deal with and settle, in accordance with the terms of this Agreement, claims in favor of or against the PLC Litigation Trust; 4.1.6 determine and satisfy any and all liabilities created or incurred by the PLC Litigation Trust; 4.1.7 file, if necessary, any and all tax and information returns with respect to the provisions of PLC Litigation Trust and pay taxes properly payable by the Stockholders' Agreement and the Call AgreementPLC Litigation Trust, sell or exchange the New Securities for cash and/or other property at such times and for such consideration that the Trustee deems appropriateif any; E. Make all 4.1.8 request any appropriate tax determination with respect to the PLC Litigation Trust; 4.1.9 in reliance upon the official claims register maintained in the Debtors’ chapter 11 cases, maintain on the Litigation Trustee’s books and records, a register evidencing the beneficial interest herein held by each Beneficiary; 4.1.10 administer, reconcile and resolve Claims asserted in Classes 7, 8 and 9 under the MRC/Marathon Plan (including the filing of any objections to such claims as appropriate) and make distributions to Holders of Allowed Claims in Classes 7, 8 and 9 under the MRC/Marathon Plan as provided for in, or contemplated by, this Agreement and the Plan and/or this AgreementMRC/Marathon Plan; F. Open 4.1.11 open and maintain bank accounts on behalf, behalf of or in the name, name of the Litigation Trust; G. Make 4.1.12 make all tax withholdings, file tax information returns, make tax elections by and on behalf of the PLC Litigation Trust and file returns for the PLC Litigation Trust pursuant to Section 8.9 7.9.2 hereof; X. Xxxx 4.1.13 send annually to each Beneficiary a separate statement stating the Beneficiary's Proportionate Share ’s share of income, gain, loss, deduction or credit and instruct all such Beneficiaries to report such items on their federal tax returns; I. Establish 4.1.14 establish such reserves for Disputed Claims, taxes, assessments assessments, Litigation Trustee’s fees and professional fees and other expenses of administration of the PLC Litigation Trust as may be necessary and appropriate for the proper operation of matters incident to the PLC Litigation Trust; J. Provide Beneficiaries with access to financial information concerning the Trust and the Trust Assets in accordance with Section 8.9; K. Pay 4.1.15 pay all expenses and make all other payments relating to the Litigation Trust Assets and the operation of the TrustAssets; L. Retain 4.1.16 retain and pay third parties pursuant to Section 3.2 4.2 hereof; M. Carry 4.1.17 obtain insurance coverage or obtain a bond in such amounts as with respect to the Trustee deems advisable as an expense liabilities and obligations of the TrustLitigation Trustee and the members of the Litigation Trust Board under this Agreement (in the form of an errors and omissions policy or otherwise); X. Xxxx, pursue, prosecute, release, settle, sell, transfer or abandon, as 4.1.18 make distributions in accordance with the case may be, any and all Unresolved Avoidance Actions (against parties not released under the Plan) and Retained Actions as the Trustee reasonably determines in the exercise of his business judgmentterms hereof; O. Object to Class C-4 Claims and prosecute and/or settle objections to Class C-4 Claims; P. Exercise 4.1.19 all powers provided under the MRC/Marathon Plan or in to the Confirmation OrderLitigation Trustee; Q. Invest 4.1.20 invest any Trust Assets consisting of cash in Permitted Investments; and R. Take any and all actions necessary to cause the Trust to be or remain in compliance with applicable federal, state and/or local laws, rules and regulations. Notwithstanding the foregoing, except for the reimbursement of expenses and the compensation to be paid to the Trustee out moneys held as part of the Litigation Trust Assets in accordance with the terms of Section 8.8 4.3 hereof; and 4.1.21 terminate the PLC Litigation Trust consistent with the terms of this Agreement, Agreement and the Trustee shall not, directly or indirectly, sell or otherwise transfer all or any part of the Trust Assets to the Trustee or any person affiliated with the TrusteeMRC/Marathon Plan.