Common use of Tenure, Removal, and Replacement of the Members of the Trust Advisory Board Clause in Contracts

Tenure, Removal, and Replacement of the Members of the Trust Advisory Board. The authority of the members of the Trust Advisory Board will be effective as of the Effective Date and will remain and continue in full force and effect until the Trust is terminated in accordance with Section 10(a). The service of the members of the Trust Advisory Board will be subject to the following: (i) The members of the Trust Advisory Board will serve until death or resignation, or removal pursuant to subsection (ii) or (iii) below; (ii) A member of the Trust Advisory Board may resign at any time by providing a written notice of resignation to the remaining members of the Trust Advisory Board. Such resignation will be effective when a successor is appointed as provided herein; (iii) Any member of the Trust Advisory Board may be removed for cause by the Bankruptcy Court, upon the motion of the Trustee or any Beneficiary or on the Court’s own motion. (iv) In the event of a vacancy in any member’s position (whether by removal, death or resignation), other than the position of At-Large Member, the Recommending Beneficiary for the vacating member shall be entitled to recommend to the Bankruptcy Court an individual or entity to be appointed as a successor to the vacating member. In the event that the Bankruptcy Court declines to appoint an individual or entity recommended by a Recommending Beneficiary as a successor member, the Recommending Beneficiary may recommend additional individuals or entities to the Bankruptcy Court. If the Recommending Beneficiary fails timely to seek the appointment of a successor member, or fails timely to recommend an additional individual or entity after the Court has declined to appoint a recommended individual or entity, the Trustee or any Beneficiary may make application to the Court for the appointment of a successor member notwithstanding the lack of action by the Recommending Beneficiary. Upon appointment of a successor member, such appointment will be evidenced by delivery of notice to record holders of Litigation Trust Interests, which notice will include the name, address and telephone number of the successor member of the Trust Advisory Board. (v) In the event of a vacancy in the At-Large Member’s position, a successor At-Large Member shall be chosen by the unanimous vote of the other members of the Trust Advisory Board; provided that if the Trust Advisory Board fails to select an At-Large Member by unanimous vote at its first meeting after the vacancy arises, the Trustee may move the Bankruptcy Court to appoint a successor At-Large Member. (vi) Immediately upon appointment of any successor member of the Trust Advisory Board, all rights, powers, duties, authority and privileges of the predecessor member of the Trust Advisory Board hereunder will be vested in and undertaken by the successor member of the Trust Advisory Board without any further act, and the successor member of the Trust Advisory Board will not be liable for any act or omission of the predecessor member of the Trust Advisory Board.