Common use of Without limiting the generality of Section Clause in Contracts

Without limiting the generality of Section. 2.1(a) above, and except as limited by applicable law, the Trustee shall have the power to: (i) receive and hold the Trust Assets and exercise all rights with respect thereto; (ii) invest the monies and other Trust Assets held from time to time by the Trust, subject to the limitations set forth in Section 3.2 below; (iii) determine and pay liabilities and Trust Operating Expenses; (iv) establish accounts and reasonable reserves within the Trust, as deemed by the Trustee, in his or her discretion, to be useful in administering the Trust; (v) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction; (vi) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility of the Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (vii) supervise and administer the Trust in accordance with this Trust Agreement; (viii) retain such employees, consultants, advisors, independent contractors, experts and agents and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires, and delegate to such persons such powersand authorities as the fiduciary duties of the Trustee permit and as the Trustee, in his or her discretion, deems advisable or necessary in order to carry out the terms of this Trust Agreement; (ix) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires; (x) compensate the Trustee, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Date; (xi) compensate the Trustee, Delaware Trustee, and their employees, consultants, advisors, independent contractors, experts and agents, and reimburse the Trustee and the Delaware Trustee for all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers necessary or desirable in administering the Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee to be advisable or necessary in carrying out the purposes of the Trust, provided such arrangements do not conflict with any other provision of this Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) the Trust Indemnified Parties (as defined in Section 5.6(a) below) to the maximum extent permitted by law; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the Trust Assets to any one or more reputable institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except as otherwise set forth in this Trust Agreement, make, join, pursue (by litigation or otherwise), collect, compromise, settle, or otherwise resolve, in the name of the Trust, any claim, right, action or cause of action of the Trust, before any court of competent jurisdiction and without approval of the Bankruptcy Court; and (xvii) exercise any and all rights of the Trustee, and take any and all actions as are permitted, in accordance with and subject to the terms of this Trust Agreement, the Plan and the Confirmation Order.

Without limiting the generality of Section. 2.1(a) above, and except as limited in the Trust Documents and by applicable law, the Trustee Directors shall have the power to: (i) receive and hold the Trust Assets and exercise all rights with respect thereto; (ii) invest the monies and other Trust Assets held from time to time by the Trust, subject to the limitations set forth in Section 3.2 below; (iii) enter into leasing, financing or other agreements with third parties as deemed by the Directors in their discretion to be useful in carrying out the purposes of the Trust; (iv) determine and pay obligations and liabilities of the Trust and Trust the ▇▇▇▇ XV Operating Expenses; (ivv) establish accounts and reasonable reserves within the Trust, as deemed by the Trustee, Directors in his or her discretion, their discretion to be necessary, prudent or useful in administering the Trust; (vvi) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction, including the Court; (vivii) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility of the Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (viiviii) supervise and administer the Trust in accordance with this the Trust AgreementDocuments, including, without limitation, to monitor the Abatement Distribution (as defined below) recipients’ compliance with the ▇▇▇▇ XV TDP requirements for Approved Tribal Opioid Abatement Uses and Approved Administrative Expenses (as defined in the ▇▇▇▇ XV TDP); (viiiix) appoint such officers and retain such employees, consultants, advisors, attorneys, independent contractors, experts and agents and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires, and delegate to such persons such powersand powers and authorities as the fiduciary duties of the Trustee Directors permit and as the TrusteeDirectors, in his or her their discretion, deems deem advisable or necessary in order to carry out the terms of this Trust Agreement; (ixx) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires; (x) compensate the Trustee, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Date; (xi) compensate the TrusteeDirectors, Delaware Trustee, the Trust Protector, and their employees, consultants, advisors, independent contractors, experts and agents, and reimburse the Directors, the Delaware Trustee and the Delaware Trustee Trust Protector for all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers Directors consider necessary or desirable in administering the Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee Directors to be advisable or necessary in carrying out the purposes of the Trust, ; provided that such arrangements do not conflict with any other provision of this Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) the Trust Indemnified Parties (as defined in Section 5.6(a) below) to the maximum extent permitted by law; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the Trust Assets to any one or more reputable institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except as otherwise set forth in this Trust Agreement, make, join, pursue (by litigation or otherwise), abandon, collect, compromise, compromise or settle, or otherwise resolve, in the name of the Trust, Trust any claim, right, action or cause of action of the Trust, before any court of competent jurisdiction and without approval of the Bankruptcy Court; (xvii) contract for the establishment and continuing maintenance of (a) a secure method of internet-based communications for the Trust and the Tribe Beneficiaries as described in Section 6.5 herein (the “Tribal Opioid Settlement Portal”) and (b) a public-facing website to publish all information required to be published under the Trust Documents (the “Tribal Opioid Settlement Website”); and (xviixviii) exercise any and all rights of the TrusteeDirectors, and take any and all actions as are permitted, in accordance with and subject to the terms of this Trust Agreement, the Plan and the Confirmation Order.

Without limiting the generality of Section. 2.1(a) above, and except as limited by applicable lawbelow, the Trustee Trustees shall have the power to: (i) receive and hold the PI Trust Assets assets, vote the Reorganized Raytech Common Stock, and exercise all rights with respect to, and sell, any securities issued by Reorganized Raytech that are included in the PI Trust assets, subject to any restrictions set forth in the Restated Certificate of Reorganized Raytech and to receive and hold any securities or other assets received in the consolidated bankruptcy proceedings of Raymark Corporation and Universal Friction Composites, to vote such securities and exercise all rights with respect thereto;, and to sell any such securities that are conveyed to the PI Trust subject to any restrictions set forth in the issuer's certificate of incorporation. (ii) invest the monies and other Trust Assets held from time to time by the PI Trust, subject to the limitations set forth in Section 3.2 below; (iii) determine sell, transfer, or exchange any or all of the PI Trust assets at such prices and pay liabilities and upon such terms as the Trustees may consider proper, consistent with the other terms of this PI Trust Operating ExpensesAgreement; (iv) to borrow money, enter into leasing and financing agreements with third parties to the extent such agreements are reasonably necessary to permit the PI Trust to operate; (v) pay liabilities and expenses of the PI Trust, including, but not limited to, PI Trust Expenses; (vi) establish such funds, reserves and accounts and reasonable reserves within the TrustPI Trust estate, as deemed by the Trustee, in his or her discretion, Trustees to be useful in administering carrying out the Trust; (v) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction; (vi) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility purposes of the PI Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (vii) supervise sue and administer the Trust be sued and participate, as a party or o▇▇▇rwise, in accordance with this Trust Agreementany judicial, administrative, arbitrative, or other proceeding; (viii) retain establish, supervise and administer the PI Trust in accordance with the Procedures and the terms thereof, a copy of which is annexed hereto as Exhibit 1; (ix) appoint such employees, consultants, advisors, independent contractors, experts officers and agents hire such employees and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services forecasting, and activities other consultants and agents as the business of the PI Trust requires, and delegate to such persons such powersand powers and authorities as the fiduciary duties of the Trustee Trustees permit and as the TrusteeTrustees, in his or her their discretion, deems deem advisable or necessary in order to carry out the terms of this Trust AgreementPI Trust; (ixx) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing auditing, and forecasting, and other consultants, advisors, and agents, including those engaged by the PI Trust in connection with its alternative dispute resolution services and activities as the Trust requires; (x) compensate the Trusteeactivities, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Datereasonable compensation; (xi) compensate the TrusteeTrustees, Delaware Trusteethe TAC members, and the Legal Representative as provided below, and their employees, legal, financial, accounting, investment and other advisors, consultants, advisors, independent contractors, experts and agents, and reimburse the Trustee Trustees, the TAC members and the Delaware Trustee for Legal Representative all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers necessary or desirable Trustees consider proper in administering the PI Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee Trustees to be advisable or necessary useful in carrying out the purposes of the PI Trust, provided such arrangements do not conflict with any other provision of this PI Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 4.7 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) (A) the Trustees and (B) the TAC, the Legal Representative, the officers and employees of the PI Trust Indemnified Parties (as defined in Section 5.6(a) below) "the Additional Indemnitees"), and any agents, advisors and consultants of the Trustees, the PI Trust, the TAC or the Legal Representative, to the maximum fullest extent permitted by lawthat a corporation or trust organized under the law of the PI Trust's situs is from time to time entitled to indemnify and/or insure its directors, trustees, officers, employees, agents, advisors and representatives; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the PI Trust Assets assets to any one or more reputable individuals or recognized institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 4.5 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except consult with Reorganized Raytech at such times and with respect to such issues relating to the conduct of the PI Trust as otherwise set forth in this Trust Agreement, the Trustees consider desirable; (xvii) make, join, pursue (by litigation or otherwise), collect, compromise, compromise or settle, or otherwise resolve, in the name of the TrustPI Trust or the name of Reorganized Raytech, any claim, right, action action, or cause of action of included in the TrustPI Trust assets including, but not limited to, insurance recoveries, before any court of competent jurisdiction and without jurisdiction; provided that settlement of actions before the Bankruptcy Court require the approval of the Bankruptcy Court; andCourt after notice to Reorganized Raytech; (xviixviii) exercise any and all rights with the consent of the TAC and the Legal Representative, enter into any contract or otherwise engage in any transaction with any Trustee or any Entity affiliated with any Trustee, and take any and all actions as are permittedPROVIDED, in accordance with and subject HOWEVER, (1) that such contract or such transaction is approved by the unanimous vote of the Trustees voting thereon, it being understood that to the terms extent permitted by law the usual rules prohibiting fiduciaries from dealing with themselves as individuals or from dealing with respect to any manner in which they have a personal interest shall not apply to the Trustees, and (2) that any contract or transaction entered into pursuant to this paragraph (xviii) shall be disclosed in the report to the Bankruptcy Court described in Section 2.2(c)(i). (xix) with the consent of this Trust Agreement, the Plan TAC and the Confirmation OrderLegal Representative, become a member of, associate with, contract with, use the resources of, or purchase shares of any other claims resolution facility, or merge any claims facility of the Trust with another such facility, if the Trustees shall determine by unanimous vote that such claims resolution facility has the capacity to evaluate and/or pay Claims and Demands in a manner generally consistent with the purposes of the Trust and the Plan, and not inconsistent with the Procedures.

Without limiting the generality of Section. 2.1(a) above, and except as limited by applicable lawthe Plan or the Confirmation Order or otherwise specified herein or in the TDP, the Trustee Trustees shall have the power to: (i) receive and hold the Trust Assets Cash Contributions, accept and agree to the Cash Contributions Parent Guarantee, the Talc PI Note, and the Talc PI Pledge Agreement, accept the Imerys/Cyprus Related Rights (if Section 1.7 above is applicable) and the Talc Insurance Assets, and enter into the Cooperation Agreement, and perform all obligations and exercise all rights of the Talc Trust with respect theretoto each of them and with respect to the Plan and any other Plan Documents; (ii) invest the monies and other Trust Assets held from time to time by the Talc Trust, subject to the limitations set forth in Section 3.2 below; (iii) determine enter into leasing and pay liabilities and financing agreements with third parties to the extent such agreements are reasonably necessary to permit the Talc Trust Operating Expensesto operate; (iv) establish accounts pay liabilities and reasonable reserves within expenses of the Talc Trust, as deemed by including without limitation the Trustee, indemnification and reimbursement obligations set forth in his or her discretion, to be useful in administering the Trust; (v) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction; (vi) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility Section 4.16 of the Trust. Such legal actions Plan and other proceedings shall be limited solely to those required for purposes Section 1.10 of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (v) establish within the Talc Trust estate such accounts and reserves as the Trustees, in their reasonable judgment, deem necessary or proper in carrying out the purpose of the Talc Trust; (vi) sue and be sued and participate, as a party or otherwise, in any judicial, administrative, arbitrative, or other proceeding solely in their capacities as the Trustees of the Talc Trust; (vii) supervise establish, supervise, and administer the Talc Trust in accordance with the Plan, the Confirmation Order, this Trust Agreement, and the TDP, and the terms hereof and thereof; (viii) retain (A) appoint the Talc Trust Claims Administrator and the Talc Trust Liens Resolution Administrator, (B) engage the Claims Processor, (C) appoint such officers and agents, hire such employees, consultants, advisors, independent contractors, experts and agents and engage such Trust Professionals (as defined below) as the Trustees, in such legaltheir reasonable judgment, financialdeem necessary or proper, administrative, accounting, investment, auditing and alternative in conducting the business (including alternate dispute resolution services and activities as activities) of the Trust requiresTalc Trust, and (D) delegate to such persons Persons such powersand powers and authorities as the fiduciary duties of the Trustee Trustees permit and as the TrusteeTrustees, in his their reasonable judgment, deem necessary or her discretion, deems advisable or necessary proper in order to carry carrying out the terms purpose of this Trust Agreementthe Talc Trust; (ix) pay reasonable compensation and expenses to any of (A) the Trust’s employeesTalc Trust Claims Administrator, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Talc Trust requires; (x) compensate the TrusteeLiens Resolution Administrator, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Date; (xi) compensate the Trustee, Delaware Trustee, and their employees, consultants, advisors, independent contractors, experts and agents, and reimburse the Trustee and the Delaware Trustee for all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers necessary or desirable in administering the Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee to be advisable or necessary in carrying out the purposes of the Trust, provided such arrangements do not conflict with any other provision of this Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) the Trust Indemnified Parties (as defined in Section 5.6(a) below) to the maximum extent permitted by law; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the Trust Assets to any one or more reputable institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except as otherwise set forth in this Trust Agreement, make, join, pursue (by litigation or otherwise), collect, compromise, settle, or otherwise resolve, in the name of the Trust, any claim, right, action or cause of action of the Trust, before any court of competent jurisdiction and without approval of the Bankruptcy Court; Claims Processor and (xvii) exercise any and all rights of the Trustee, and take any and all actions as are permitted, in accordance with and subject to the terms of this Trust Agreement, the Plan and the Confirmation Order.

Without limiting the generality of Section. 2.1(a) above, and except as limited by applicable lawbelow, the Trustee Trustees shall have the power to: (i) receive and hold the PI Trust Assets assets, vote the Reorganized Raytech Common Stock, and exercise all rights with respect to, and sell, any securities issued by Reorganized Raytech that are included in the PI Trust assets, subject to any restrictions set forth in the Restated Certificate of Reorganized Raytech and to receive and hold any securities or other assets received in the consolidated bankruptcy proceedings of Raymark Corporation and Universal Friction Composites, to vote such securities and exercise all rights with respect thereto;, and to sell any such securities that are conveyed to the PI Trust subject to any restrictions set forth in the issuer's certificate of incorporation. (ii) invest the monies and other Trust Assets held from time to time by the PI Trust, subject to the limitations set forth in Section 3.2 below; (iii) determine sell, transfer, or exchange any or all of the PI Trust assets at such prices and pay liabilities and upon such terms as the Trustees may consider proper, consistent with the other terms of this PI Trust Operating ExpensesAgreement; (iv) to borrow money, enter into leasing and financing agreements with third parties to the extent such agreements are reasonably necessary to permit the PI Trust to operate; (v) pay liabilities and expenses of the PI Trust, including, but not limited to, PI Trust Expenses; (vi) establish such funds, reserves and accounts and reasonable reserves within the TrustPI Trust estate, as deemed by the Trustee, in his or her discretion, Trustees to be useful in administering carrying out the Trust; (v) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction; (vi) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility purposes of the PI Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (vii) supervise sue and administer the Trust in accordance with this Trust Agreementbe sued and participate, as a party or otherwise, ▇n any judicial, administrative, arbitrative, or other proceeding; (viii) retain establish, supervise and administer the PI Trust in accordance with the Procedures and the terms thereof, a copy of which is annexed hereto as Exhibit 1; (ix) appoint such employees, consultants, advisors, independent contractors, experts officers and agents hire such employees and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services forecasting, and activities other consultants and agents as the business of the PI Trust requires, and delegate to such persons such powersand powers and authorities as the fiduciary duties of the Trustee Trustees permit and as the TrusteeTrustees, in his or her their discretion, deems deem advisable or necessary in order to carry out the terms of this Trust AgreementPI Trust; (ixx) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing auditing, and forecasting, and other consultants, advisors, and agents, including those engaged by the PI Trust in connection with its alternative dispute resolution services and activities as the Trust requires; (x) compensate the Trusteeactivities, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Datereasonable compensation; (xi) compensate the TrusteeTrustees, Delaware Trusteethe TAC members, and the Legal Representative as provided below, and their employees, legal, financial, accounting, investment and other advisors, consultants, advisors, independent contractors, experts and agents, and reimburse the Trustee Trustees, the TAC members and the Delaware Trustee for Legal Representative all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers necessary or desirable Trustees consider proper in administering the PI Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee Trustees to be advisable or necessary useful in carrying out the purposes of the PI Trust, provided such arrangements do not conflict with any other provision of this PI Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 4.7 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) (A) the Trustees and (B) the TAC, the Legal Representative, the officers and employees of the PI Trust Indemnified Parties (as defined in Section 5.6(a) below) "the Additional Indemnitees"), and any agents, advisors and consultants of the Trustees, the PI Trust, the TAC or the Legal Representative, to the maximum fullest extent permitted by lawthat a corporation or trust organized under the law of the PI Trust's situs is from time to time entitled to indemnify and/or insure its directors, trustees, officers, employees, agents, advisors and representatives; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the PI Trust Assets assets to any one or more reputable individuals or recognized institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 4.5 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except consult with Reorganized Raytech at such times and with respect to such issues relating to the conduct of the PI Trust as otherwise set forth in this Trust Agreement, the Trustees consider desirable; (xvii) make, join, pursue (by litigation or otherwise), collect, compromise, compromise or settle, or otherwise resolve, in the name of the TrustPI Trust or the name of Reorganized Raytech, any claim, right, action action, or cause of action of included in the TrustPI Trust assets including, but not limited to, insurance recoveries, before any court of competent jurisdiction and without jurisdiction; provided that settlement of actions before the Bankruptcy Court require the approval of the Bankruptcy Court; andCourt after notice to Reorganized Raytech; (xviixviii) exercise any and all rights with the consent of the TAC and the Legal Representative, enter into any contract or otherwise engage in any transaction with any Trustee or any Entity affiliated with any Trustee, and take any and all actions as are permittedPROVIDED, in accordance with and subject HOWEVER, (1) that such contract or such transaction is approved by the unanimous vote of the Trustees voting thereon, it being understood that to the terms extent permitted by law the usual rules prohibiting fiduciaries from dealing with themselves as individuals or from dealing with respect to any manner in which they have a personal interest shall not apply to the Trustees, and (2) that any contract or transaction entered into pursuant to this paragraph (xviii) shall be disclosed in the report to the Bankruptcy Court described in Section 2.2(c)(i). (xix) with the consent of this Trust Agreement, the Plan TAC and the Confirmation OrderLegal Representative, become a member of, associate with, contract with, use the resources of, or purchase shares of any other claims resolution facility, or merge any claims facility of the Trust with another such facility, if the Trustees shall determine by unanimous vote that such claims resolution facility has the capacity to evaluate and/or pay Claims and Demands in a manner generally consistent with the purposes of the Trust and the Plan, and not inconsistent with the Procedures.

Without limiting the generality of Section. 2.1(a) above, and except as limited in the Trust Documents and by applicable law, the Trustee Directors shall have the power to: (i) receive and hold the Trust Assets and exercise all rights with respect thereto; (ii) invest the monies and other Trust Assets held from time to time by the Trust, subject to the limitations set forth in Section 3.2 below; (iii) enter into leasing, financing or other agreements with third parties as deemed by the Directors in their discretion to be useful in carrying out the purposes of the Trust; (iv) determine and pay obligations and liabilities of the Trust and Trust the TAFT IV Operating Expenses; (ivv) establish accounts and reasonable reserves within the Trust, as deemed by the Trustee, Directors in his or her discretion, their discretion to be necessary, prudent or useful in administering the Trust; (vvi) bring any action relating to the Trust or the Trust Assets in any court of competent jurisdiction, including the Court; (vivii) initiate, prosecute, defend and resolve all legal actions and other proceedings related to any Trust Asset, liability or responsibility of the Trust. Such legal actions and other proceedings shall be limited solely to those required for purposes of administering the State Opioid Claims of the Beneficiaries and for enforcing the rights of the Trust under this Trust Agreement; (viiviii) supervise and administer the Trust in accordance with this the Trust AgreementDocuments, including without limitation monitor the Abatement Distribution recipients’ compliance with the TAFT IV TDP requirements for Approved Tribal Opioid Abatement Uses and Approved Administrative Expenses; (viiiix) appoint such officers and retain such employees, consultants, advisors, attorneys, independent contractors, experts and agents and engage in such legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires, and delegate to such persons such powersand powers and authorities as the fiduciary duties of the Trustee Directors permit and as the TrusteeDirectors, in his or her their discretion, deems deem advisable or necessary in order to carry out the terms of this Trust Agreement; (ixx) pay reasonable compensation and expenses to any of the Trust’s employees, consultants, advisors, independent contractors, experts and agents for legal, financial, administrative, accounting, investment, auditing and alternative dispute resolution services and activities as the Trust requires; (x) compensate the Trustee, and any professionals with whom the Trustee has consulted prior to the Effective Date, for services, costs and expenses incurred prior to the Effective Date; (xi) compensate the TrusteeDirectors, Delaware Trustee, the Trust Protector, and their employees, consultants, advisors, independent contractors, experts and agents, and reimburse the Directors, the Delaware Trustee and the Delaware Trustee Trust Protector for all reasonable out-of-pocket costs and expenses incurred by such persons in connection with the performance of their duties hereunder; (xii) execute and deliver such instruments as the Trustee considers Directors consider necessary or desirable in administering the Trust; (xiii) enter into such other arrangements with third parties as are deemed by the Trustee Directors to be advisable or necessary in carrying out the purposes of the Trust, ; provided that such arrangements do not conflict with any other provision of this Trust Agreement, the Plan or the Confirmation Order; (xiv) in accordance with Section 5.8 below, defend, indemnify and hold harmless (and purchase insurance indemnifying) the Trust Indemnified Parties (as defined in Section 5.6(a) below) to the maximum extent permitted by law; (xv) delegate any or all of the authority herein conferred with respect to the investment of all or any portion of the Trust Assets to any one or more reputable institutional investment advisors or investment managers without liability for any action taken or omission made because of any such delegation, except as provided in Section 5.6 below; provided that such investment advisors and investment managers shall be in compliance with the Investment Guidelines (as defined in Section 3.2) at all times; (xvi) except as otherwise set forth in this Trust Agreement, make, join, pursue (by litigation or otherwise), abandon, collect, compromise, compromise or settle, or otherwise resolve, in the name of the Trust, Trust any claim, right, action or cause of action of the Trust, before any court of competent jurisdiction and without approval of the Bankruptcy Court; (xvii) contract for the establishment and continuing maintenance of (a) a secure method of internet-based communications for the Trust and the Tribe Beneficiaries as described in Section 6.5 herein (the “Tribal Opioid Settlement Portal”) and (b) a public-facing website to publish all information required to be published under the Trust Documents (the “Tribal Opioid Settlement Website”); and (xviixviii) exercise any and all rights of the TrusteeDirectors, and take any and all actions as are permitted, in accordance with and subject to the terms of this Trust Agreement, the Plan and the Confirmation Order.