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o carry out the intentions and purposes. and to eive full effect to the provisions, of the Plan and this Trust Agreement. - ARTICLE V. THE LIQUIDATING TRUSTEE 5.1 General Indemni5cation. The Liquidating Trust shall indemnify and hold harmless any person psi~n or entity ~ who wasp or ist a patty or is threatened to be made a parry to any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person Person or entity Eptj is or was the Liquidating Trustee or a member of the Oversight Committee, or an agent, attorney, accountant or other professionals professional for the Liquidating Trustee or the Oversight Committee, against all costs, expenses, jndgment , fines and amounts paid in settlement actually and reasonably incurred by such entity in connection with such action, suit or proceeding, or the defense or settlement thereof of any claim, issue or matter therein, to the fullest extent, except to the extent attributable to willful misconduct or gross negligence. Costs or expenses incurred by any such entity in defending any such action, suit or proceeding may be paid by the Liquidating Ttvst in advance of the institution or final disposition of such action, suit or proceeding, if authorized by the Liquidating Trustee and the Oversight Committee. The Liquidating Tnustee may in his discretion purchase and maintain iaturance on behalf of any petsott Person or etttitp EII ' who is or was a beneficiary of this provision. 5.2 No Recourse. b3e Except as provided ie the Plan and this Trust Agreement. pQ recourse shall ever be had, directly or indirectly, against the Liquidating Trustee personally, or against any agent, attorney, accountant or other professional for the Liquidating Trustee, by legal or equitable proceedings, or by virtue of any statute or otherwise, nor upon any promise, coturact, instrument, undertaking, obligation, covenant or agreement whatsoever executed by the Liquidating Trustee under the Plan, this Trust Agreement, or by reason of the creation of any indebtedness by the Liquidating Ttvstee under the Plan or this Trust Agreement for any purpose authorized by the Plan or this Trust Agreement, it being expressly understood and agreed that all such liabilities, covenants, and agreements shall be enforceable only against and be satisfied only out of the Assets or such part thereof; as shall under the terms of any such agreement; be liable therefor, or shall be evidence only of a right of payment out of the Assets. 5.3 Limited Liability. The Liquidating Trustee shall not be liable for any act he tray do or omit to do while acting in good faith in the exercise of his best judgment, and the fact that such act or omission was advised by an authorized attorney for the Liquidating Trustee, shall be ~6 DN 957]6.1 11680 00707 ICamperiaen of Documence DN57951.2 [o DNSJ451. 11 6/2S/97 9:55 am a