Common use of Litigation Trust Clause in Contracts

Litigation Trust. The Global Plan will establish a litigation trust (the "Litigation Trust") for pursuit of all of the Debtors' causes of action, including, without limitation, avoidance causes of action, against third parties (not otherwise released pursuant to the Global Plan), all of which shall be contributed to the Litigation Trust, except for preference claims against holders of RCM Securities Customer Claims and RCM FX/Unsecured Claims, which are to be pursued, funded and governed in accordance with the RCM Settlement Agreements. To the extent that any recovery of the Litigation Trust results in a claim under section 502(h) of the Bankruptcy Code, the Litigation Trust shall be responsible for satisfying (out of the recoveries otherwise collected from the holder of the 502(h) claim), the distribution that would have been made on such 502(h) claim if it had been allowed against a Debtor, without dilution for such claim. Mechanics in respect of the payment of such 502(h) claims shall be determined in final Global Plan and Litigation Trust documents. The Litigation Trust shall be structured in a manner that provides for a senior Tranche A and a junior Tranche B (which, itself, shall be composed of preferred and common interests). No payments will be made in respect of either class of Tranche B interests until Tranche A has been fully and indefeasibly paid. On the Plan Effective Date (and as adjusted from time to time to reflect claims allowance processes), Tranche A shall have a balance equal to the aggregate amount of allowed and unpaid RGL Unsecured Claims, FXA Unsecured Claims, RCM Implied Deficiency Claims and RCM FX/Unsecured Claims (all such claims to include post-petition interest through the Plan Effective Date and to be adjusted appropriately to reflect no greater than a 100% recovery per asserting party) plus any amount incurred in respect of funding the Litigation Trust pursuant to sub-section vi below. Tranche A shall earn interest from the Plan Effective Date at the rate of 10% per annum, compounding quarterly, until paid in full. i. Tranche A. Beneficiaries of Tranche A will be RCM (for distribution in accordance with the RCM Settlement Agreements), holders of FXA Unsecured Claims, and holders of RGL Unsecured Claims (which, for the sake of clarity, shall not include the Lender Group, the Bondholders or the Indenture Trustee), in each case, pro rata based on the amount of (a) in the case of RCM, the aggregate amount of the allowed RCM Implied Deficiency Claims and the allowed RCM FX/Unsecured Claims and (b) in the case of holders of RGL Unsecured Claims and FXA Unsecured Claims, the amount of each such holder's allowed claim (which, in the case of RGL Unsecured Claims shall not be subject to the 35% or 40% limitations contained in section 2.d.ii.).

Litigation Trust. The Global (a) For the avoidance of doubt, notwithstanding any provision to the contrary in this Agreement, on the Effective Date, in accordance with the Bankruptcy Code and pursuant to the terms of the Plan will establish a litigation trust (and the "Confirmation Order, as set forth in and subject to the terms and conditions of the Litigation Trust") for pursuit of Trust Agreement, all title and interest in all of the Debtors' causes of action, including, without limitation, avoidance causes of action, against third parties Initial Litigation Trust Assets (not otherwise released pursuant to as defined in the Global Plan), all of which Litigation Trust Agreement) shall be contributed to automatically vest in the Litigation Trust, except for preference claims against holders free and clear of RCM Securities Customer Claims and RCM FX/Unsecured all Liens, Claims, charges, Causes of Action, or other encumbrances. The Initial Litigation Trust Assets shall not be, and shall not be deemed, Wind Down Trust Assets, subject to Section 4.2 regarding distribution of Litigation Trust Amounts. The act of transferring the Initial Litigation Trust Assets to the Litigation Trust shall not be construed to destroy or limit any such assets or rights or be construed as a waiver of any right. (b) The Wind Down Trust (or the Wind Down Trustee on behalf of the Wind Down Trust, to the extent required by applicable law) shall be the sole beneficiary of the Litigation Trust. In accordance with the Plan and the Confirmation Order, all proceeds of the Litigation Trust received by the Wind Down Trust from the Litigation Trust (the “Litigation Trust Amounts”) shall be used solely to make the distributions contemplated by Section 4.2(c) and the Litigation Trust Amounts may not be used for any other purpose without the approval of the Bankruptcy Court or the written consent of the Litigation Trustee (which are consent may not be unreasonably withheld, conditioned or delayed). (c) Subject to be pursued, funded and governed in accordance with the RCM Settlement AgreementsPlan and the Confirmation Order, at any time after the Effective Date, upon reasonable request of the Litigation Trustee, the Wind Down Trustee shall provide the Litigation Trustee with any of the Debtors’ or the Wind Down Debtors’ books, records, and files in the Wind Down Trust’s or Wind Down Trustee’s possession, custody, or control, and the Wind Down Trustee shall, in good faith, provide such Transferred Privilege Information of the Debtors as is in the Wind Down Trustee’s possession that relates to the Litigation Trustee’s evaluation and prosecution of the Retained Causes of Action. To The Wind Down Trustee shall use commercially reasonable efforts to respond to such requests as soon as reasonably practicable. The Wind Down Trustee, at such reasonable times and upon such reasonable notice, shall be available to confer with the extent Litigation Trustee with respect to the commencement of any litigation with respect to the Retained Causes of Action, it being understood that the ultimate decision as to whether to commence any recovery such litigation shall be in the sole discretion of the Litigation Trustee. (d) The Wind Down Trustee shall provide prompt notice to the Litigation Trustee as required by the last sentence of Section 7.1 of the Litigation Trust results in a claim under section 502(h) of the Bankruptcy Code, the Litigation Trust shall be responsible for satisfying (out of the recoveries otherwise collected from the holder of the 502(h) claim), the distribution that would have been made on such 502(h) claim if it had been allowed against a Debtor, without dilution for such claim. Mechanics in respect of the payment of such 502(h) claims shall be determined in final Global Plan and Litigation Trust documents. The Litigation Trust shall be structured in a manner that provides for a senior Tranche A and a junior Tranche B (which, itself, shall be composed of preferred and common interests). No payments will be made in respect of either class of Tranche B interests until Tranche A has been fully and indefeasibly paid. On the Plan Effective Date (and as adjusted from time to time to reflect claims allowance processes), Tranche A shall have a balance equal to the aggregate amount of allowed and unpaid RGL Unsecured Claims, FXA Unsecured Claims, RCM Implied Deficiency Claims and RCM FX/Unsecured Claims (all such claims to include post-petition interest through the Plan Effective Date and to be adjusted appropriately to reflect no greater than a 100% recovery per asserting party) plus any amount incurred in respect of funding the Litigation Trust pursuant to sub-section vi below. Tranche A shall earn interest from the Plan Effective Date at the rate of 10% per annum, compounding quarterly, until paid in fullAgreement. i. Tranche A. Beneficiaries of Tranche A will be RCM (for distribution in accordance with the RCM Settlement Agreements), holders of FXA Unsecured Claims, and holders of RGL Unsecured Claims (which, for the sake of clarity, shall not include the Lender Group, the Bondholders or the Indenture Trustee), in each case, pro rata based on the amount of (a) in the case of RCM, the aggregate amount of the allowed RCM Implied Deficiency Claims and the allowed RCM FX/Unsecured Claims and (b) in the case of holders of RGL Unsecured Claims and FXA Unsecured Claims, the amount of each such holder's allowed claim (which, in the case of RGL Unsecured Claims shall not be subject to the 35% or 40% limitations contained in section 2.d.ii.).