2021-02-11_GENERAL DOCUMENTS - C1980004 (2)

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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 2 of 22 (f) The management of the Liquidating Trust Assets by the Liquidating Trustee; and (g) The distribution of the Liquidating Trust Assets or the proceeds thereof to the Beneficiaries as set forth in the Plan, the Confirmation Order and this Liquidating Trust Agreement. NOW, THEREFORE, pursuant to the Plan and the Confirmation Order and in consideration of the mutual agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and affirmed, the parties hereby agree as follows: ARTICLE I DECLARATION OF TRUST Section 1.1 Purpose of the Liquidating Trust. Each Debtor and the Liquidating Trustee, pursuant to the Plan and the Confirmation Order and in accordance with the Bankruptcy Code, applicable tax statutes, rules and regulations, to the extent incorporated in this Liquidating Trust Agreement, hereby settle the Liquidating Trust on behalf of and for the sole benefit of the Beneficiaries and for the sole purpose of liquidating the Liquidating Trust Assets and distributing the Liquidating Trust Assets or proceeds thereof to the Beneficiaries pursuant to the Plan and in accordance with Treas. Reg. § 301.7701-4(d). The Liquidating Trust has no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the sole purpose of the Liquidating Trust. It shall not be the objective or purpose of this Liquidating Trust to, and the Liquidating Trustee shall have no authority to, conduct a trade or business except as reasonable and necessary to, and consistent with, the liquidation of the Liquidating Trust Assets. In particular, the Liquidating Trust, through the Liquidating Trustee, will do the following: (a) accept and place all Liquidating Trust Assets into the Liquidating Trust; (b) litigate, settle and enforce all Causes of Action, claims and interests belonging to the Debtors, Debtors in Possession and/or the Estates in accordance with section 1123(b)(3)(B) of the Bankruptcy Code, including without limitation, Avoidance Actions, (c) administer the estates and Assets, (d) object to and resolve all Disputed Claims, (e) make all distributions in accordance with the Plan to the extent such distributions are to be made from the Liquidating Trust Assets including the payment of United States Trustee fees accruing in the Chapter 11 Cases after the Effective Date until the termination of the Liquidating Trust, (f) take all actions and executing all agreements, instruments, and other documents necessary to implement the provisions of the Plan, (g) retain professionals and other agents, and (h) take such steps as are reasonable and necessary to accomplish the Liquidating Trust's purpose, all as provided in, and subject to the terms and provisions of, the Plan, the Confirmation Order and this Liquidating Trust Agreement. The Liquidating Trust Assets shall be held for the exclusive and sole benefit of the Beneficiaries and shall only be used to fund distributions to such Beneficiaries in accordance with the Plan and to fund payment of costs, fees, and expenses incurred in connection with the administration of the Liquidating Trust or the Plan. Section 1.2 Rights of Debtors. The Debtors shall have no claim to or right or interest in, whether direct, residual, contingent or otherwise, in the Liquidating Trust Assets once such assets have been transferred to the Liquidating Trust. 2 4852-4646-2934.1