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e ~ ~~ .. <br />necessary to cam' out the intentions and purposes and to give full effect to the provisions. <br />of the Plan and this Trust Agreement. <br />4 ~$ Preparation of Estates' Returns Pursuant to and in accordance with the <br />I e Lipuidating Trustee shall be responsible for all tax matters of the Estates. <br />including. but not limited to, the fding of all tax returns and other feline with governmental <br />authorities on behalf of the Estates for time periods ending on or before the Final Tax Dav. <br />h fling of determination requests under Section 505(bl of the Bankruptcy Code, and <br />esponding to am' Sax audits of the Estates. <br />ARTICLE V. <br />THE LIQUIDATING TRUSTEE <br />5.1 General Indemnification, The Liquidating Trust shall indemnify and hold <br />harmless any person Person or entity n i ~ who was} or is} a parry; or is threatened to be made <br />a party to any pending or contemplated action, suit or proceeding, whether civil, criminal. <br />administrative or investigative, by reason of the fact that such person P~ ~t or errtitp ~i ! is <br />or was the Liquidating Trustee or a member of the Oversight Committee, or an agent, attorney, <br />accountant or other professiorta}s professional for the Liquidating Trustee or the Oversight <br />Committee, against all costs, expenses, jndgrttetft ' tt , fines and amounts paid in settlement <br />actuaily and reasonably incurred by such entity in connection with such action, suit or proceeding, <br />or the defense or settlement thereof of any claim, issue or matter therein, to the fullest extent, <br />except to the extent attributable to willful misconduct or gross negligence. Costs or expenses <br />incurred by any such entity in defending any such action, suit or proceeding may be paid by the <br />Liquidating Trust in advance of the institution or final disposition of such action, suit or <br />proceeding, if authorized by the Liquidating Trustee and the Oversight Committee. The <br />Liquidating Trustee may in his discretion purchase and maintain insurance on behalf of any person <br />Person or emitp ~ who is or was a beneficiary of this provision. <br />5.2 No Recourse. #o E~ceptas provided in thel'Ianand Shis Trust Agreement. <br />!n(! recourse shall ever be had, directly or indirectly, against the Liquidating Trustee personally, <br />or against any agent, attorney, accountant or other professional for the Liquidating Trustee, by <br />legal or equitable proceedings, or by virtue of any statute or otherwise, nor upon any promise, <br />contract, instrument, undettaking, obligation, covenant or agreement whatsoever executed by the <br />Liquidating Trustee under the Plan, this Trust Agreement, or by reason of the creation of any <br />indebtedness by the Liquidating Trustee under the Plan or this Trust Agreement fret any purpose <br />authorized by the Plan or this Trust Agreement, it being expressly understood and agreed that a]] <br />such liabilities, covenants, and agreements shall be enforceable only against and be satisfied only <br />out of the Assets or such part thereof; as shall under the terms of any such agreernenr be liable <br />therefor, or shall be evidence only of a right of payment out of the Assets. <br />5.3 Limited Liability. The Liquidating Ttustee shall not be liable for any act he may <br />do or omit to do while acting in good faith in the exercise of his best judgment, and the fact that <br />such act or omission was advised by an authorized attorney for the Liquidating Trustee, shall be <br />OK 9.']6.1 P600 0070"' ICnmpat isc r. cf Doc umen[s DN5J4 `~'.J cc DN 57451.11 <br />6~25/9~ S: SS art, O <br />