Common use of Trust Advisory Board Clause in Contracts

Trust Advisory Board. (i) The Trust Advisory Board shall be comprised of five members appointed to serve on the Trust Advisory Board by the Bankruptcy Court, and one member (the “At-Large Member”) selected as provided in subsection 8(a)(i)(II), below. (I) Initially, the members other than the At-Large Member shall be the five individuals or entities listed on the attached Schedule 2, who are deemed appointed by the Bankruptcy Court’s approval of this Litigation Trust Agreement. Two members shall be deemed to have been recommended to the Bankruptcy Court for appointment jointly by the United States and the Beneficiaries other than the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, and one member shall be deemed to have been recommended to the Bankruptcy Court for appointment by each of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, in each case as indicated on the attached Schedule 2. (The Beneficiary or Beneficiaries deemed to be recommending such member referred to as the “Recommending Beneficiary.”) Each of these members of the Trust Advisory Board shall owe fiduciary duties only to the Recommending Beneficiary or Beneficiaries for that member. For the avoidance of doubt, the nominees of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust shall have fiduciary duties only to the beneficiaries of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, respectively. The relationship between Board members and Recommending Beneficiaries is not an attorney-client relationship, and the fiduciary duties governing activities of Board members under this Litigation Trust Agreement will not preclude Board members who are attorneys, or the law firms of which they are members or with which they are associated, from representing clients with interests adverse to the Recommending Beneficiaries on unrelated matters. (II) The At-Large Member shall be chosen as soon as practicable after the Effective Date 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 within 90 days of the Effective Date, the Trustee shall move the Bankruptcy Court to appoint the At-Large Member. In the event the Trustee makes a motion to appoint the At-Large Member, as described in the preceding sentence, the Bankruptcy Court shall not appoint any person or entity to serve as such At-Large Member unless such person is disinterested within the meaning of Section 327 of the Bankruptcy Code. Immediately after being selected by the members of the Trust Advisory Board or the Bankruptcy Court, the At-Large Member shall execute, acknowledge, and deliver to the Trustee and to the other members of the Trust Advisory Board, and file with the Bankruptcy Court, an instrument accepting its appointment as the At- Large Member under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of the At-Large Member pursuant to this Litigation Trust Agreement. The At-Large Member shall be an entity or person qualified to review environmental analyses and shall have access to the final expert reports of Dr. Ram, and, to the extent not inconsistent with protecting documents and information from disclosure in the Anadarko Litigation, shall also have access to Dr. Ram and any other work product prepared by Dr. Ram. If necessary, the At-Large Member may incur up to $50,000 in expenses in reviewing available environmental analyses and conferring with Dr. Ram. The At-Large Member shall owe fiduciary duties to all Beneficiaries. The At-Large Member shall be a non-voting member of the Trust Advisory Board (except as provided in subsections 4(c)(i)(III) and 5(a)(v)(II)), and the rights, power and authority of the At-Large Member under this Litigation Trust Agreement shall be limited to (i) the right to attend and participate, other than by voting, in any meeting of the Trust Advisory Board, to the same extent as other members of the Trust Advisory Board and (ii) the rights, power and authority to vote for or against a Distribution Plan as and to the extent and based on the factors set forth in subsections 4(c)(i)(III) and 5(a)(v)(II). Without limiting the foregoing, the At-Large Member shall not be considered a “member of the Trust Advisory Board” for the purpose of the first two sentences of subsection 8(e)(i) or for the purpose of subsections 8(e)(ii) and 8(f), below. (ii) The Trust Advisory Board shall have the authority and responsibility to oversee, review, and guide the activities and performance of the Trustee and shall have the authority to remove and replace the Trustee at any time for cause by written consent of a majority of the members (excluding the At-Large Member) or at a meeting of the Trust Advisory Board called for the purpose of removing the Trustee. For the purpose of the preceding sentence, “cause” shall mean willful misconduct, fraud, or gross negligence; any negligence, even if not rising to the level of gross negligence, that risks adversely affecting the success of the Anadarko Litigation; any seriously or repeatedly deficient performance of duties under the Litigation Trust Agreement; or any violation of the provisions of this Litigation Trust Agreement. The Trustee shall consult with and provide information to the Trust Advisory Board in accordance with and pursuant to the terms of this Litigation Trust Agreement. The Trust Advisory Board may direct the Trustee to take any action or not take any action with respect to Trust Property or otherwise so long as such direction is consistent with the Plan; the Environmental Claims Settlement Agreement as it exists on the Effective Date and as modified by the First Amendment to the Consent Decree and Environmental Settlement Agreement (“First Amendment”); the Tort Claims Trust Agreement as it exists on the Effective Date; the Special Fee Arrangement; this Litigation Trust Agreement; and the purposes of the Litigation Trust; provided, however, that the Trustee, upon advice of counsel, shall refuse to follow any direction that conflicts with law, the Plan, the Environmental Claims Settlement Agreement as it exists on the Effective Date and as modified by the First Amendment, the Tort Claims Trust Agreement as it exists on the Effective Date, the Special Fee Arrangement, this Litigation Trust Agreement, or the purposes of the Litigation Trust; provided further that the Trust Advisory Board may not direct the Trustee to undertake any action that the Trustee is prohibited, by Section 4(c) or otherwise, to take under this Litigation Trust Agreement; and provided further that nothing in this Litigation Trust Agreement shall be interpreted to authorize the Trust Advisory Board to direct the Trustee to take any action that this Litigation Trust Agreement conditions (i) upon the joint agreement of the Trustee and the Trust Advisory Board or (ii) upon Trust Advisory Board approval of a proposal made by the Trustee, including but not limited to the provisions of subsection 4(c)(i). Members of the Trust Advisory Board shall make themselves reasonably available for consultation by their respective Recommending Beneficiaries.

Trust Advisory Board. (i) The Trust Advisory Board shall be comprised of five members appointed to serve on the Trust Advisory Board by the Bankruptcy Court, and one member (the “At-Large Member”) selected as provided in subsection 8(a)(i)(II), below. (I) Initially, the members other than the At-Large Member shall be the five individuals or entities listed on the attached Schedule 2, who are deemed appointed by the Bankruptcy Court’s approval of this Litigation Trust Agreement. Two members shall be deemed to have been recommended to the Bankruptcy Court for appointment jointly by the United States and the Beneficiaries other than the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, and one member shall be deemed to have been recommended to the Bankruptcy Court for appointment by each of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, in each case as indicated on the attached Schedule 2. (The Beneficiary or Beneficiaries deemed to be recommending such member referred to as the “Recommending Beneficiary.”) Each of these members of the Trust Advisory Board shall owe fiduciary duties only to the Recommending Beneficiary or Beneficiaries for that member. For the avoidance of doubt, the nominees of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust shall have fiduciary duties only to the beneficiaries of the Multistate Trust, the Nevada Trust, and the Tort Claims Trust, respectively. The relationship between Board members and Recommending Beneficiaries is not an attorney-client relationship, and the fiduciary duties governing activities of Board members under this Litigation Trust Agreement will not preclude Board members who are attorneys, or the law firms of which they are members or with which they are associated, from representing clients with interests adverse to the Recommending Beneficiaries on unrelated matters. (II) The At-Large Member shall be chosen as soon as practicable after the Effective Date 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 within 90 days of the Effective Date, the Trustee shall move the Bankruptcy Court to appoint the At-Large Member. In the event the Trustee makes a motion to appoint the At-Large Member, as described in the preceding sentence, the Bankruptcy Court shall not appoint any person or entity to serve as such At-Large Member unless such person is disinterested within the meaning of Section 327 of the Bankruptcy Code. Immediately after being selected by the members of the Trust Advisory Board or the Bankruptcy Court, the At-Large Member shall execute, acknowledge, and deliver to the Trustee and to the other members of the Trust Advisory Board, and file with the Bankruptcy Court, an instrument accepting its appointment as the At- Large Member under this Litigation Trust Agreement and agreeing to be bound hereto, and thereupon, without any further act, deed, or conveyance, shall become vested with all rights, powers, trusts, and duties of the At-Large Member pursuant to this Litigation Trust Agreement. The At-Large Member shall be an entity or person qualified to review environmental analyses and shall have access to the final expert reports of Dr. RamXxx, and, to the extent not inconsistent with protecting documents and information from disclosure in the Anadarko Litigation, shall also have access to Dr. Ram Xxx and any other work product prepared by Dr. RamXxx. If necessary, the At-Large Member may incur up to $50,000 in expenses in reviewing available environmental analyses and conferring with Dr. RamXxx. The At-Large Member shall owe fiduciary duties to all Beneficiaries. The At-Large Member shall be a non-voting member of the Trust Advisory Board (except as provided in subsections 4(c)(i)(III) and 5(a)(v)(II)), and the rights, power and authority of the At-Large Member under this Litigation Trust Agreement shall be limited to (i) the right to attend and participate, other than by voting, in any meeting of the Trust Advisory Board, to the same extent as other members of the Trust Advisory Board and (ii) the rights, power and authority to vote for or against a Distribution Plan as and to the extent and based on the factors set forth in subsections 4(c)(i)(III) and 5(a)(v)(II). Without limiting the foregoing, the At-Large Member shall not be considered a “member of the Trust Advisory Board” for the purpose of the first two sentences of subsection 8(e)(i) or for the purpose of subsections 8(e)(ii) and 8(f), below. (ii) The Trust Advisory Board shall have the authority and responsibility to oversee, review, and guide the activities and performance of the Trustee and shall have the authority to remove and replace the Trustee at any time for cause by written consent of a majority of the members (excluding the At-Large Member) or at a meeting of the Trust Advisory Board called for the purpose of removing the Trustee. For the purpose of the preceding sentence, “cause” shall mean willful misconduct, fraud, or gross negligence; any negligence, even if not rising to the level of gross negligence, that risks adversely affecting the success of the Anadarko Litigation; any seriously or repeatedly deficient performance of duties under the Litigation Trust Agreement; or any violation of the provisions of this Litigation Trust Agreement. The Trustee shall consult with and provide information to the Trust Advisory Board in accordance with and pursuant to the terms of this Litigation Trust Agreement. The Trust Advisory Board may direct the Trustee to take any action or not take any action with respect to Trust Property or otherwise so long as such direction is consistent with the Plan; the Environmental Claims Settlement Agreement as it exists on the Effective Date and as modified by the First Amendment to the Consent Decree and Environmental Settlement Agreement (“First Amendment”); the Tort Claims Trust Agreement as it exists on the Effective Date; the Special Fee Arrangement; this Litigation Trust Agreement; and the purposes of the Litigation Trust; provided, however, that the Trustee, upon advice of counsel, shall refuse to follow any direction that conflicts with law, the Plan, the Environmental Claims Settlement Agreement as it exists on the Effective Date and as modified by the First Amendment, the Tort Claims Trust Agreement as it exists on the Effective Date, the Special Fee Arrangement, this Litigation Trust Agreement, or the purposes of the Litigation Trust; provided further that the Trust Advisory Board may not direct the Trustee to undertake any action that the Trustee is prohibited, by Section 4(c) or otherwise, to take under this Litigation Trust Agreement; and provided further that nothing in this Litigation Trust Agreement shall be interpreted to authorize the Trust Advisory Board to direct the Trustee to take any action that this Litigation Trust Agreement conditions (i) upon the joint agreement of the Trustee and the Trust Advisory Board or (ii) upon Trust Advisory Board approval of a proposal made by the Trustee, including but not limited to the provisions of subsection 4(c)(i). Members of the Trust Advisory Board shall make themselves reasonably available for consultation by their respective Recommending Beneficiaries.