Common use of Authority and Responsibilities Clause in Contracts

Authority and Responsibilities. The Distribution Trust Advisory Board shall have the authority and responsibility to oversee, govern, and, as specifically set forth herein, to direct the activities of the Distribution Trust and the performance of the Distribution Trustee and shall have the authority to remove the Distribution Trustee in accordance with Section 5.4 hereof. The Distribution Trust Advisory Board shall also (a) monitor and oversee the administration of the Distribution Trust and the Distribution Trustee's performance of its responsibilities under the Directives and Section 4.2 hereof, and (b) perform such other tasks as are set forth in the Directives, including, without limitation, exercising its rights and complying with its obligations under Section 4.13 hereof. In all circumstances, except as explicitly provided herein, the Distribution Trust Advisory Board shall have fiduciary duties to the Beneficiaries consistent with the fiduciary duties that the members of an official committee of creditors appointed pursuant to section 1102 of the Bankruptcy Code have to the creditor constituents represented by such committee and shall exercise its responsibilities accordingly. In all circumstances, the Distribution Trust Advisory Board shall act in the best interests of the Beneficiaries and in furtherance of the purpose of the Distribution Trust. The Distribution Trustee shall consult with and provide information to the Distribution Trust Advisory Board in accordance with and pursuant to the terms of this Distribution Trust Agreement and the other Directives to enable the Distribution Trust Advisory Board to meet its obligations hereunder. Any provision of this Distribution Trust Agreement to the contrary notwithstanding, the Distribution Trustee shall not be required to obtain the approval or follow the directions of the Distribution Trust Advisory Board to the extent that (i) the Distribution Trust Advisory Board has not authorized the Distribution Trustee to take any action that the Distribution Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is required to be taken by applicable law or (ii) the Distribution Trust Advisory Board directs the Distribution Trustee to take action that the Distribution Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is prohibited by applicable law.

Authority and Responsibilities. The Distribution Creditors’ Trust Advisory Board shall have the authority and responsibility to oversee, govern, and, as specifically set forth herein, to direct the activities of the Distribution Creditors’ Trust and the performance of the Distribution Creditors’ Trustee and shall have the authority to remove the Distribution Creditors’ Trustee in accordance with Section 5.4 hereof. The Distribution Creditors’ Trust Advisory Board shall also (a) monitor and oversee the administration of the Distribution Creditors’ Trust and the Distribution Creditors’ Trustee's performance of its responsibilities under the Directives and Section 4.2 hereofDirectives, and (b) perform such other tasks as are set forth in the Directives, including, without limitation, exercising its rights and complying with its obligations under Section 4.13 hereof. In all circumstances, except as explicitly provided herein, the Distribution Creditors’ Trust Advisory Board shall have fiduciary duties to the Beneficiaries consistent with the fiduciary duties that the members of an official committee of creditors appointed pursuant to section 1102 of the Bankruptcy Code have to the creditor constituents represented by such committee and shall exercise its responsibilities accordingly; provided, that the Creditors’ Trust Advisory Board shall not owe fiduciary obligations to any defendants of State Law Avoidance Claims in their capacities as such, it being the intent of such fiduciary duties to ensure that the Creditors’ Trust Advisory Board’s obligations are to maximize the value of the Creditors’ Trust Assets, including the State Law Avoidance Claims and to ensure that those Beneficiaries justly entitled to receive proceeds of State Law Avoidance Claims receive same in an equitable priority. In all circumstances, subject to the Distribution foregoing sentence, the Creditors’ Trust Advisory Board shall act in the best interests of the Beneficiaries and in furtherance of the purpose of the Distribution Creditors’ Trust. The Distribution Creditors’ Trustee shall consult with and provide information to the Distribution Creditors’ Trust Advisory Board in accordance with and pursuant to the terms of this Distribution Creditors’ Trust Agreement and the other Directives to enable the Distribution Creditors’ Trust Advisory Board to meet its obligations hereunder. Any provision of this Distribution Creditors’ Trust Agreement to the contrary notwithstanding, the Distribution Creditors’ Trustee shall not be required to obtain the approval or follow the directions of the Distribution Creditors’ Trust Advisory Board to the extent that (i) the Distribution Creditors’ Trust Advisory Board has not authorized the Distribution Creditors’ Trustee to take any action that the Distribution Creditors’ Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is required to be taken by applicable law or (ii) the Distribution Creditors’ Trust Advisory Board directs the Distribution Creditors’ Trustee to take action that the Distribution Creditors’ Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is prohibited by applicable law.

Authority and Responsibilities. The Distribution Litigation Trust Advisory Board shall have the authority and responsibility to oversee, govern, and, as specifically set forth herein, to direct the activities of the Distribution Litigation Trust and the performance of the Distribution Litigation Trustee and shall have the authority to remove the Distribution Litigation Trustee in accordance with Section 5.4 hereof. The Distribution Litigation Trust Advisory Board shall also (a) monitor and oversee the administration of the Distribution Litigation Trust and the Distribution Litigation Trustee's performance of its responsibilities under the Directives and Section 4.2 hereofDirectives, and (b) perform such other tasks as are set forth in the Directives, including, without limitation, exercising its rights and complying with its obligations under Section 4.13 hereof. In all circumstances, except as explicitly provided herein, the Distribution Litigation Trust Advisory Board shall have fiduciary duties to the Beneficiaries Beneficiary consistent with the fiduciary duties that the members of an official committee of creditors appointed pursuant to section 1102 of the Bankruptcy Code have to the creditor constituents represented by such committee and shall exercise its responsibilities accordingly; provided, that the Litigation Trust Advisory Board shall not owe fiduciary obligations to any defendants of Litigation Trust Causes of Action in their capacities as such, it being the intent of such fiduciary duties to ensure that the Litigation Trust Advisory Board’s obligations are to maximize the value of the Litigation Trust Assets, including the Litigation Trust Causes of Action. In all circumstances, subject to the Distribution forgoing sentence, the Litigation Trust Advisory Board shall act in the best interests of the Beneficiaries Beneficiary and in furtherance of the purpose of the Distribution Litigation Trust. The Distribution Litigation Trustee shall consult with and provide information to the Distribution Litigation Trust Advisory Board in accordance with and pursuant to the terms of this Distribution Litigation Trust Agreement and the other Directives to enable the Distribution Litigation Trust Advisory Board to meet its obligations hereunder. Any provision of this Distribution Litigation Trust Agreement to the contrary notwithstanding, the Distribution Litigation Trustee shall not be required to obtain the approval or follow the directions of the Distribution Litigation Trust Advisory Board to the extent that (i) the Distribution Litigation Trust Advisory Board has not authorized the Distribution Litigation Trustee to take any action that the Distribution Litigation Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is required to be taken by applicable law or (ii) the Distribution Litigation Trust Advisory Board directs the Distribution Litigation Trustee to take action that the Distribution Litigation Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is prohibited by applicable law.

Authority and Responsibilities. (a) The Distribution Liquidating Trust Advisory Board Oversight Committee shall, as and when requested by the Liquidating Trustee, or when the Members otherwise deem it to be appropriate or as is otherwise required under the Plan, the Confirmation Order, or this Agreement, consult with and advise the Liquidating Trustee as to the administration and management of the Liquidating Trust in accordance with the Plan, the Confirmation Order, and this Agreement and shall have the other responsibilities and powers as set forth herein. The Liquidating Trust Oversight Committee shall have the authority and responsibility to oversee, govern, oversee and review and, as specifically set forth herein, to direct the activities of the Distribution Liquidating Trust and the performance of the Distribution Liquidating Trustee; provided, however, that the Liquidating Trust Oversight Committee may not direct the Liquidating Trustee to nor shall the Members act in a manner inconsistent with their respective duties and shall have obligations under the authority to remove Plan, the Distribution Trustee in accordance with Section 5.4 hereof. Confirmation Order, or this Agreement. (b) The Distribution Liquidating Trust Advisory Board Oversight Committee shall also (a) monitor and oversee the administration of the Distribution Liquidating Trust and the Distribution Liquidating Trustee's ’s performance of his/her/its responsibilities under the Directives Plan, the Confirmation Order, and Section 4.2 hereof, this Agreement and (b) perform such other tasks as are set forth in the Directives, including, without limitation, exercising its rights and complying with its obligations under Section 4.13 hereof. In all circumstances, except as explicitly provided hereinPlan, the Distribution Trust Advisory Board shall have fiduciary duties to the Beneficiaries consistent with the fiduciary duties that the members of an official committee of creditors appointed pursuant to section 1102 of the Bankruptcy Code have to the creditor constituents represented by such committee Confirmation Order, and shall exercise its responsibilities accordingly. In all circumstances, the Distribution Trust Advisory Board shall act in the best interests of the Beneficiaries and in furtherance of the purpose of the Distribution Trust. this Agreement. (c) The Distribution Liquidating Trustee shall consult with and provide information to the Distribution Liquidating Trust Advisory Board Oversight Committee in accordance with and pursuant to the terms of the Plan, the Confirmation Order, and this Distribution Trust Agreement sufficient in scope and the other Directives detail to enable the Distribution Liquidating Trust Advisory Board Oversight Committee to meet its obligations hereunder. Any provision of this Distribution Trust Agreement to the contrary notwithstanding, the Distribution . (d) The Liquidating Trustee shall not be required to obtain the approval or follow the directions of the Distribution Liquidating Trust Advisory Board Oversight Committee to the extent that (i) the Distribution Liquidating Trust Advisory Board Oversight Committee has not authorized the Distribution Liquidating Trustee to take any action that the Distribution Liquidating Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is required to be taken by applicable law or (ii) the Distribution Liquidating Trust Advisory Board Oversight Committee directs the Distribution Liquidating Trustee to take action that the Distribution Liquidating Trustee, in good faith, reasonably determines, based on the advice of legal counsel, is not permitted by or is contrary to the terms of this Agreement or is prohibited by applicable law.