2021-02-11_GENERAL DOCUMENTS - C1980004

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Case 1:20-bk-12043 Doc 604-1 Filed 02/11/21 Entered 02/11/21 10:48:19 Desc Exhibit A - Liquidating Trust Agreement Page 10 of 22 the preceding sentence, the Bankruptcy Court may enter such orders as are necessary to effect termination of such Liquidating Trustee's capacity under this Liquidating Trust Agreement. Section 5.6 Compensation. The Liquidating Trustee shall be compensated on an hourly basis based on its normal and customary rates for such services and shall be entitled to reimbursement of expenses incurred. Any Trust Professionals or agents retained or utilized by the Liquidating Trustee shall be entitled to reasonable compensation for services rendered and reimbursement of expenses incurred. After the Effective Date, the payment of the fees and expenses of the Liquidating Trustee and its agents, financial advisors, attorneys, consultants, independent contractors, representatives and other Trust Professionals shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court. Any successor Liquidating Trustee shall receive such reasonable compensation and reimbursement of expenses in the same manner as the initial Liquidating Trustee. The Liquidating Trust Board shall not be entitled to reimbursement of any attorneys' fees or other professional fees from the Liquidating Trust; provided, however, that each Liquidating Trust Board Representative shall have the right to be reimbursed by the Liquidating Trust for any actual and reasonable out of pocket expenses incurred in serving on the Liquidating Trust Board upon submitting proof of the incurrence of such expenses to the Liquidating Trustee. The Trust Professionals shall transmit all invoices detailing their services and expenses to the Liquidating Trust Board. The Liquidating Trust Board shall have five (5) business days to notify the Trust Professional of an objection to such invoice. If no objection to the invoice is made, the Liquidating Trustee shall be authorized to remit payment to the Trust Professional. If objection is made to an invoice the Liquidating Trustee, Liquidating Trust Board, and Trust Professional shall attempt to reach an amicable resolution to the dispute, but if no resolution is made after thirty (30) days from the date such objection is made, the Trust Professional may submit the dispute to the Bankruptcy Court for determination of the appropriate amount to be paid. Section 5.7 Indemnification, Limitation of Liability etc. (a) The Liquidating Trust shall indemnify and hold harmless each of (i) the Liquidating Trustee, (ii) the Trust Professionals, and (iii) the Liquidating Trust Board and its/their heirs, legal representatives and permitted assigns (collectively, the "Indemnified Parties"), from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including, but not limited to, attorneys' fees, arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to the Liquidating Trust Agreement, the Estates or the implementation or administration of the Plan, except to the extent it is finally determined by a final and non-appealable order from a federal court with competent jurisdiction within the Southern District of Ohio that such Indemnified Party was grossly negligent or acted in bad faith or in a manner whereby such Indemnified Party knew or should have known to be not in, or opposed to, the best interests of the Beneficiaries, or, with respect to any criminal action or proceeding, had reasonable cause to believe its conduct was unlawful. To the extent the Liquidating Trust indemnifies and holds harmless the Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the Liquidating Trustee in monitoring and participating in the defense of the claims giving rise to the right of indemnification shall be paid from the Liquidating Trust Assets. 10 4852-4646-2934.1