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Is. Preservation of Rights of Action On and after the Effective Date, the Reorganized Debtors shall retain, and, under section 1123(b)(3)of the Bankruptcy Code,the Disbursing Agent shall be authonzed to enforce,prosecute, settle or compromise(subject to the provisions of Article VI Section C),all Estate Claims. The Disbursing Agent may pursue such retained Estate Claims as appropriate, in accordance with the best interests of the Reorganized Debtors and the Estates. F. Exemption from Certain Tramsfer Taxes In accordance with section 1146(c)of the Bankruptcy Code, neither the issuance,transfer,or exchange of a security or the delivery of an instrument of transfer under this Plan shall be taxed under any law imposing a stamp tax or s:rrular tax. The Confirmation Order shall direct all governmental officials and agents to forego the assessment and collection of any such tax. G. Specialty Bread Business 1. Valuation [Deleted] 2. Distribution If a Specialty Bread Transaction has not occurred prior to the Effective Date,the SFFB Holdings Common Stock shall be transferred to the holders of Allowed 13%Discount Debenture Claims in accordance with Article III Section C.7 of the Plan. ARTICLE V. PROVISIONS GOVERNING DISTRIBUTIONS A. Disbursing Agent Reorganized SFAC shall serve as the Disbursing Agent and shall make all distributions required under this Plan. The '�isbursing Agent may employ or contract with other Persons to assist in the performance of its duties. On the Effective Date,all property to be distributed under this Plan and all Other Assets shall be deemed to have been transferred to the Disbursing Agent. The Disbursing Agent shall (i)establish one or more general accounts for the deposit of funds to be distributed under the Plan,(ii)perform the obligations of the Debtors related to the Metz Escrow under the Metz Purchase Agreement, in accordance with the terms and conditions thereof, (iii)create and fund the Distribution Reserve in accordance with Article VI Section B,and(iv) liquidate all Other Assets. The Disbursing Agent may invest all Cash deposited in any account or reserve in a manner that shall yield a reasonable return,taking into account the safety of the investment The Disbursing Agent shall receive from funds otherwise available for distribution hereunder,without further Bankruptcy Court approval,reasonable compensation for its services under the Plan and reimbursement of its reasonable out-of-pocket expenses incurred in connection with those services, including the fees and expenses of any Professionals or other agents that it employs. The Distribution Reserve shall include sufficient funds to pay all projected operating expenses of the Disbursing Agent, including but not limited to liability insurance for the benefit of the Disbursing Agent and his employees and representatives for acting in such capacity. The Disbursing Agent shall not be required to give any bond,surety,or other security for the performance of its duties,unless otherwise ordered by the Bankruptcy Court,and, in that event,all costs and expenses of procuring any such bond shall be paid from funds otherwise available for distribution hereunder. The Reorganized Debtors and the Debtors'Estates shall indemnify and hold harmless,to the fullest extent permitted by the laws of the State of Delaware,the Disbursing Agent and each Professional or other person employed by the Disbursing Agent to carry out the provisions of this Plan(each,an "Indemnified Person")from and against all liabilities,damages, claims,costs,and expenses(including attorney fees) arising from or in connection with their actions or omissions in performing their duties under this Plan, so long as the Indemnified Person acted in good faith and in a manner reasonably believed to be in or not inconsistent with the Estates'best interests. Any amount payable to an Indemnified Person in PLAN-18