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necessa_r•+ to rarrv out the intentions and purposes and to give full effeM to thg provisions. of the Plan and this Trust Aslreement. - 41$ including but not Lmited to the feline of all tax returns and other filing with governmental authorities on behalf of the Estates for time periods ending on or before the F'~ral Tax Dav. the feline of determination requests under Section SOSfb) of the Bankruot~~ responding to anv tar audits of the Esr_ates. ARTICLE V. THE LIQUIDATING TRUSTEE 5.1 General Indemnification. The Liquidating Trust shall indemnify and hold harmless any person ~n or entity E • Y who avast or is~ a patry~ or is threatened to be made a parry to any pending or contemplated action, suit or proceeding, whether t:evil, criminal, administrative or investigative, by reason of the fact that such person Perso° or etttity ~ is or was the Liquidating Trustee or a member of the Oversight Committee, or an agent, attorney, accountant or other professiorrats .ofd' for the Liquidating Trustee or the Oversight Committee, against all costs, expenses, jrteigrrretrt 'p ,ptF, 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 tht: 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 Trust in advance of the institution or final disposition of such action, suit or proceeding, if authorized by the Liquidating Trustee gad the Oversight Committee. The Liquidating Trustee may in his discretion purchase and maintain insurance on behalf of any person Person or emery EIItI~'t who is or was a beneficiary of this provision. 5.2 No Recourse. i~Fo Except ac_ provided in the Plan and this Trust Agreement. pQ recourse shall ever be had, directly or indirectly, against the Liquidating Trustee personally, or against any agen[, attorney, accountan[ or other professional for the Liquidating Tnutee, by legal or equitable proceedings, or by venue of any statute or otherwise, nor upon any promise, contract, instrument, turdertaking, obligation, covetrant 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 Trustee 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, arrd agreements shall be enforceable only against and tie 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 azty act he may do or omit to do while acting in good faith in the exercise of his best judgment, surd the fact that such act or omission was advised by an authorized attorney for the Liquidating Trustee, shall be ~~ DK 95776.1 17680 00707 (COmperisen of Documents DNS145.1.1 co DN5J451.1) 6/2S/97 9:55 am E