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 5 of 22 Section 3.3 Use of Assets. All cash or other property held or collected by the Liquidating Trustee shall be used solely for the purposes contemplated by the Plan or this Liquidating Trust Agreement. Section 3.4 Distributions. The Liquidating Trustee will distribute at least annually to the Beneficiaries the net income of the Liquidating Trust plus all net proceeds from the liquidation of the Liquidating Trust Assets in excess of the amounts reasonably necessary to maintain the value of the Liquidating Trust Assets or to meet claims or contingent liabilities (including Disputed Claims). ARTICLE IV POWERS AND DUTIES OF THE LIQUIDATING TRUSTEE Section 4.1 Duties of Liquidating Trustee. The Liquidating Trustee shall have such duties and responsibilities as are specified in the Plan, the Confirmation Order and this Liquidating Trust Agreement. Section 4.2 Authority of Liquidating Trustee. The Liquidating Trust and the Liquidating Trustee shall be vested with the property, rights, interests, and powers of the Debtors transferred to the Liquidating Trust, as specified in the Plan or the Confirmation Order. The Liquidating Trustee shall make continuing efforts to dispose of the Liquidating Trust Assets, make timely distributions and not unduly prolong the duration of the Liquidating Trust. The Liquidating Trustee's rights and authority include, without limitation, all of the following: (a) to hold legal title to any and all rights of the holders of Liquidation Trust Interests in or arising from the Liquidation Trust Assets, including, without limitation, collecting and receiving any and all money and other property belonging to the Liquidation Trust (including, without limitation, any Liquidation Trust Proceeds) and, subject to the approval of the Liquidating Trust Board, the right to vote any claim or interest relating to a Liquidation Trust Claim in a case under the Bankruptcy Code and receive any distribution thereon; (b) in consultation with the Liquidating Trust Board, to perform the duties, exercise the powers, and assert the rights of a trustee under sections 704 and 1106 of the Bankruptcy Code, including, without limitation, (i) commencing, prosecuting or settling causes of action, (ii) enforcing contracts, (iii) asserting claims, defenses, offsets and privileges, (iv) interposing and prosecuting objections to Claims and (v) asserting rights which may run with the land, or otherwise affect the rights, obligations, or property of the Debtors, (c) receive and hold any and all the right, title and interest in and to any and all papers, documents, maps, records, files, or other communications, whether in paper of electronic format, in the Debtors' possession or in the possession of the Debtors' professionals or custodians (d) receive, control, manage and dispose of all Liquidating Trust Assets for the benefit of the Beneficiaries who may receive distributions under the Plan; (e) act as custodian of the Liquidating Trust Assets and liquidate and reduce such assets to cash at such time as the Liquidating Trustee deems appropriate to accomplish the 5 4852-4646-2934.1