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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 7 of 22 <br /> (p) seek the examination of any entity under Bankruptcy Rule 2004; <br /> (q) perform any and all acts necessary or appropriate for the conservation and <br /> protection of the Liquidating Trust Assets; <br /> (r) exercise all powers and rights, and take all actions contemplated by or <br /> provided for under this Liquidating Trust Agreement; and <br /> (s) take any and all other actions necessary or appropriate to implement or <br /> consummate the Plan and the provisions of this Liquidating Trust Agreement. <br /> Section 4.3 Limitations on the Liquidating Trustee. Notwithstanding anything in <br /> this Liquidating Trust Agreement to the contrary, the Liquidating Trustee, in its capacity as such, <br /> shall not do or undertake any of the following: (i) guaranty any debt; (ii) loan Liquidating Trust <br /> Assets; (iii) purchase Liquidating Trust Assets from the Liquidating Trust; (iv) transfer <br /> Liquidating Trust Assets to another trust with respect to which the Liquidating Trustee serves as <br /> trustee; or (v) take, or fail to take, any action that would jeopardize treatment of the Liquidating <br /> Trust as a"liquidating trust" for federal income tax purposes; (vi) except as otherwise reasonably <br /> necessary to maintain the value of the Liquidating Trust Assets and to further the liquidating <br /> purpose of the Liquidating Trust, invest Liquidating Trust Assets other than in short-term, liquid <br /> investments, such as bank demand and time deposits, short-term bank or saving institution <br /> certificates of deposit or Treasury Bills. <br /> Section 4.4 Liquidating Trustee and Conflicts of Interest. If the Liquidating <br /> Trustee determines, in the exercise of its reasonable discretion, that it has a material conflict of <br /> interest with respect to the settlement of a Claim, the resolution or prosecution of a Cause of <br /> Action, or any other matter, the Liquidating Trustee may select a designee to act on behalf of the <br /> Liquidating Trust solely with respect to such matter (the "Designee"), with such Designee's <br /> authority to act on behalf of the Liquidating Trust to terminate upon the matter's conclusion. If <br /> the Designee files a pleading, motion or other filing with a court or tribunal on behalf of the <br /> Liquidating Trust, it shall do so in its own name as "Designee of the Hopedale Creditors Trust." <br /> The Liquidating Trust Board members do not believe that they are conflicted to serve in their <br /> capacity as a Liquidating Trust Board member. <br /> Section 4.5 Register of Beneficiaries. The Debtors shall provide the Liquidating <br /> Trustee with a register of the names, addresses and amounts of Allowed Claims of the <br /> Beneficiaries (the "Register") as of the close of business on the Effective Date. Thereafter, the <br /> Register will be maintained by the Liquidating Trustee, and changes thereto will be made upon <br /> notification proper under this Liquidating Trust Agreement submitted to the Liquidating Trustee. <br /> The Liquidating Trustee shall not be liable for relying on the accuracy of the Register, provided <br /> that he has properly maintained the Register in accordance with this Liquidating Trust <br /> Agreement. <br /> Section 4.6 Books and Records. The Liquidating Trustee also shall maintain in <br /> respect of the Liquidating Trust and the Beneficiaries, books and records relating to the <br /> Liquidating Trust Assets and income realized therefrom and the payment of expenses of and <br /> claims against or assumed by the Liquidating Trust in such detail and for such period of time as <br /> 7 <br /> 4852-4646-2934.1 <br />