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/6 o carry out the intentions and purposes. and to eive full effect to the provisions. of the Plan and this Trust Aereement. - ARTICLE V. THE LIQUIDATING TRUSTEE 5.1 General Indemnification. The Liquidating Trust shall indemnify and hold harmless any person $I54p or entitq ~ who wasp or is~ a party 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 PS(~I1 or etttitp ~ is or was the Liquidating Trustee or a member of the Oversight Committee, or an agent, attorney, accountant or other professiotrals fL~ e~1lZUal for the Liquidating Trustee or the Oversight Committee, against all costs, expenses, jncigmetttutd gam, firres 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 Trust 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 Trustee may in his discretion purchase and maintain inStrrance on behalf of any person Person or entitp Enti who is or was a beneficiary of this provision. 5.2 No Recourse. ~Jo F.xrept as provided in the Plan and this Trusr_ Aereement. nQ recourse shall ever be had, directly or indirectly, against the Liquidating Ttvstee personally, or against any agent, attorney, accountant or other professional for the Liquidating Ttvstee, by legal or equitable proceedings, or by virtue of any statute or otherwise, nor upon any promise, contract, 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 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, and agreements shall be enforceable only against and be satisfied oNy out of the Asseu 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 may do or omit to do while acting in good faith in the exert:ise of his best judgment, and the fact that such act or omission was advised by an authorized attorney for the Liquidating Trustee, shall be DN 95'116.1 1'1680 00]0'1 (COmpac>.acn of Documents DN5J45r.2 to DN5J451. 11 6/25/9"/ 9:55 am 8