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Case 1:20-bk-12043 Doc 604-1 Filed 02/11/21 Entered 02/11/21 10:48:19 Desc <br /> Exhibit A - Liquidating Trust Agreement Page 6 of 22 <br /> purpose of the Liquidating Trust, in accordance with the terms of the Plan and the Liquidating <br /> Trust Agreement; <br /> (f) calculate and pay all distributions required or permitted to be made from <br /> the Liquidating Trust Assets under the Plan, this Liquidating Trust Agreement and/or orders of <br /> the Bankruptcy Court; <br /> (g) subject to the provisions of the Plan and this Liquidating Trust Agreement, <br /> establish, fund, and/or administer the Disputed Claims Reserve and such other reserves and <br /> accounts as may be authorized by this Liquidating Trust Agreement, the Plan, or order of the <br /> Bankruptcy Court; <br /> (h) employ, supervise and compensate attorneys, accountants, financial <br /> advisors and other professionals or other persons retained to represent the interests of and serve <br /> on behalf of the Liquidating Trust (the "Trust Professionals") and waive any conflicts of interest <br /> as deemed necessary or appropriate in its discretion. The Liquidating Trustee may commit the <br /> Liquidating Trust to and shall pay such Trust Professionals reasonable compensation for services <br /> rendered and expenses incurred. A law firm or other professional shall not be disqualified from <br /> being employed by the Liquidating Trustee solely because of its current or prior retention as <br /> counsel or professional to the Debtors or the Committee in the Chapter 11 Cases; <br /> (i) preparing and filing the tax returns described in Section 7.4 in the manner <br /> described therein including, but not limited to, by preparing and filing any tax and information <br /> returns required with respect to the Trust, making any tax elections for the Trust, managing any <br /> tax audits or controversies relating to the Trust, paying taxes on behalf of the Trust, and causing <br /> the Trust to withhold from the amount distributable to any person to the extent required by law to <br /> do so; <br /> 0) object to, assert counterclaims to, or seek to recharacterize, reclassify or <br /> subordinate Claims or interest filed against any of the Debtors and compromise and settle, <br /> abandon or dismiss any and all Disputed Claims in accordance with the terms of the Plan; <br /> (k) seek estimation of contingent or unliquidated Claims under section 502(c) <br /> of the Bankruptcy Code; <br /> (1) seek determination of tax liability under section 505 of the Bankruptcy <br /> Code; <br /> (m) prosecute, settle, dismiss, abandon or otherwise dispose of any and all <br /> Causes of Action of the Debtors or their Estates constituting Assets, including, without <br /> limitation, all Causes of Action arising under sections 510, 542 through 551 and 553 of the <br /> Bankruptcy Code in accordance with section 1123(b)(3)(B) of the Bankruptcy Code; <br /> (n) pay all expenses and make other necessary payments relating to the <br /> Liquidating Trust Assets; <br /> (o) assert or waive any privilege or defense of the Debtors related to the <br /> Liquidating Trust Assets; <br /> 6 <br /> 4852-4646-2934.1 <br />