Common use of Standard of Care; Exculpation Clause in Contracts

Standard of Care; Exculpation. Each Trustee shall perform the duties and obligations imposed on such Trustee by this Trust Agreement with reasonable diligence and care under the circumstances. The Trustees shall not be liable for any Losses to which they may become subject by reason of any acts or omissions of the Trustees (or consequences of such acts or omissions) in the creation, establishment, operation or termination of the Trust, the negotiation of this Trust Agreement and the performance of their duties and obligations under this Trust Agreement, except for such acts or omissions that result in a Determination of Egregious Conduct by such Trustee. Except as expressly set forth above, the Trustees shall be defended, held harmless and indemnified from the Creditor Trust Assets as a Trust Administrative Expense from and against any and all Losses to which either Trustee may be subject by reason of the acts or omissions of such Trustee (or consequences of such acts or omissions) in the creation, establishment, operation and termination of the Trust, the negotiation of this Trust Agreement, the transactions contemplated by this Trust Agreement and the performance of their duties and obligations under this Trust Agreement. The officers, directors, shareholders, designees, employees, Professionals, representatives and agents of each Trustee and the Trust (collectively, the “Trustee Indemnitees”) shall likewise be defended, held harmless and indemnified to the fullest extent set forth herein and provided to the Trustees. As security for any amounts due and owing to the Trustee and the Trustee Indemnitees hereunder, each Trustee and Trustee Indemnitee shall have a lien against the Creditor Trust Assets, which lien(s) shall be prior to the rights of the Beneficiaries. The obligations of the Trust and the benefits to the Trustees and Trustee Indemnitees under this Section 7.7 shall survive the termination of this Trust Agreement and the resignation and/or removal of a Trustee or Trustee Indemnitee. To the fullest extent permitted by law, expenses to be incurred by a Trustee or Trustee Indemnitee shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Person to repay such amount if it shall be determined that the Person is not entitled to be indemnified under this Section.

Standard of Care; Exculpation. Each Notwithstanding anything contained herein to the contrary, the Liquidating Trustee shall perform the duties and obligations imposed on such the Liquidating Trustee by this Scotia Pacific Liquidating Trust Agreement and the Plan with reasonable diligence and care under the circumstances. The Trustees Liquidating Trustee shall not be liable for personally liable, however, to this Scotia Pacific Liquidating Trust or to any Losses to which they may become subject by reason of any acts or omissions of the Trustees (or consequences of such acts or omissions) in the creation, establishment, operation or termination of the Trust, the negotiation of this Trust Agreement and the performance of their duties and obligations under this Trust Agreementother Person, except for such of his or her own acts as shall constitute bad faith, willful misconduct, gross negligence or omissions that result in a Determination willful disregard of Egregious Conduct by such Trusteeduties or breach of this Scotia Pacific Liquidating Trust Agreement. Except as expressly set forth aboveSubject to the foregoing, the Trustees Liquidating Trustee shall be defended, held harmless and indemnified from time to time from the Creditor Trust Assets as a Trust Administrative Expense from and against any and all Losses losses, claims, costs, expenses and liabilities to which either the Liquidating Trustee may be subject by reason of the acts Liquidating Trustee’s execution in good faith of his or omissions of such Trustee (her duties under the Plan or consequences of such acts or omissions) in the creation, establishment, operation and termination of the Trust, the negotiation of this Trust Agreement, the transactions contemplated by this Trust Agreement and the performance of their duties and obligations under this Scotia Pacific Liquidating Trust Agreement. The officers, directors, shareholders, designees, employees, Professionals, representatives employees and agents of each the Liquidating Trustee and the Trust (collectively, the “Trustee Indemnitees”) shall be likewise be defended, held harmless and indemnified. The Liquidating Trustee may obtain for his or her benefit and the benefit of his or her officers, agents and employees, if any, and for the benefit of the Scotia Pacific Liquidating Trust, at the expense of the Scotia Pacific Liquidating Trust, insurance against Claims of liability, damage awards and settlement that may be indemnified hereunder. The Liquidating Trustee shall not be obligated to the fullest extent set forth herein and provided to the Trustees. As give any bond or surety or other security for the performance of any amounts due of his duties, unless otherwise ordered by the Bankruptcy Court; and owing to if so ordered, all costs and expenses of procuring any such bond shall be deemed trust administrative expenses and paid from the Trustee and the Trustee Indemnitees hereunder, each Trustee and Trustee Indemnitee shall have a lien against the Creditor Trust Assets, which lien(s) shall be prior to the rights of the Beneficiaries. The obligations of the Trust and the benefits to the Trustees and Trustee Indemnitees under this Section 7.7 shall survive the termination of this Trust Agreement and the resignation and/or removal of a Trustee or Trustee Indemnitee. To the fullest extent permitted by law, expenses to be incurred by a Trustee or Trustee Indemnitee shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Person to repay such amount if it shall be determined that the Person is not entitled to be indemnified under this Section.

Standard of Care; Exculpation. Each Trustee The Individual Trustees shall perform the duties and obligations imposed on such Trustee the Individual Trustees by this Trust Agreement with reasonable diligence and care under the circumstances. The Individual Trustees shall not be personally liable for to the Trust or to any Losses Class Member (or any successor of such entities) except to which they may become subject the extent it is determined by reason a final order of any acts a court of competent jurisdiction that damages were caused solely by the Individual Trustees’ gross negligence or omissions willful misconduct. Any act or omission taken with the approval of the District Court shall be conclusively deemed not to constitute gross negligence or willful misconduct. The Trust shall indemnify, release, defend and hold harmless the Individual Trustees (or consequences of such acts or omissions) in the creation, establishment, operation or termination of and the Trust, the negotiation of this Trust Agreement ’s employees and the performance each of their duties professionals and obligations under this Trust Agreement, except for such acts or omissions that result in a Determination of Egregious Conduct by such Trustee. Except as expressly set forth above, the Trustees shall be defended, held harmless and indemnified from the Creditor Trust Assets as a Trust Administrative Expense representatives from and against any and all Losses claims, causes of action, costs, liabilities, losses, damages and expenses (including reasonable attorney’s fees and expenses) (except to which either Trustee may the extent determined by a final order of a court of competent jurisdiction to be subject by reason of the acts due solely to their own respective gross negligence or omissions of such Trustee (or consequences of such acts or omissionswillful misconduct) in the creation, establishment, operation and termination of the Trust, the negotiation of this Trust Agreement, the transactions contemplated by this Trust Agreement and the performance of their duties and obligations under this Trust Agreement. The officers, directors, shareholders, designees, employees, Professionals, representatives and agents of each Trustee and the Trust (collectively, the “Trustee Indemnitees”) shall likewise be defended, held harmless and indemnified to the fullest extent set forth herein and provided permitted by applicable law. The Trust shall advance to the Individual Trustees and, in the discretion of the Individual Trustees, may advance to other indemnified persons, any and all legal fees and expenses relating to claims for which indemnification may be available hereunder. As security Upon any final determination that the Individual Trustees are not permitted to be indemnified for any expenses so advanced, the Individual Trustees shall reimburse the Trust for all such amounts due and owing previously paid. Except in their capacity as Legal Representatives with respect to the Trustee Proceed Assets, the Individual Trustees shall not be deemed successors to the Debtor, and any liability resulting from such successor capacity with respect to the Proceed Assets shall be solely the responsibility of the Debtor. The Individual Trustees and the Trustee Indemnitees hereunder, each Trustee and Trustee Indemnitee shall have a lien against the Creditor Trust Assets, which lien(s) shall be prior authorized, but not required, to obtain (by using cash of the Trust) bonding and insurance coverage with respect to the rights responsibilities, liabilities, and obligations of the BeneficiariesIndividual Trustees, the Legal Representatives and the Trust and those entities hired by the Individual Trustees and the Trust to discharge such responsibilities, liabilities and obligations. The obligations of the Trust and the benefits to the Trustees and Trustee Indemnitees under this Section 7.7 4.7 to indemnify, release, defend and hold harmless the Individual Trustees and the Trust’s employees and each of their professionals and representatives shall survive the termination resignation or removal of this Trust Agreement the Individual Trustees. Pursuant to the terms of the order of the District Court dated May 31, 2002 appointing Xxxxxxx X. Xxxxxxxx as Foreign Representative of the Debtor’s estate and the resignation and/or removal Class Claims until the establishment of a Trustee or Trustee Indemnitee. To the fullest extent permitted by lawTrust, expenses to be incurred by a Trustee or Trustee Indemnitee shallXxxxxxx X. Xxxxxxxx, from time to timefor actions in his capacity as Foreign Representative, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Person to repay such amount if it shall be determined that provided and afforded with the Person is not entitled same protections, exculpations and indemnities as are the Trustees, including without limitation the protections provided by this Section 4.7, and such protections shall survive his ceasing to be indemnified under this Sectionact as the Foreign Representative.

Standard of Care; Exculpation. Each Notwithstanding anything contained herein to the contrary, the Litigation Trustee shall perform the duties and obligations imposed on such the Litigation Trustee by this Scotia Pacific Litigation Trust Agreement and the Plan with reasonable diligence and care under the circumstances. The Trustees Litigation Trustee shall not be liable for personally liable, however, to this Scotia Pacific Litigation Trust or to any Losses to which they may become subject by reason of any acts or omissions of the Trustees (or consequences of such acts or omissions) in the creation, establishment, operation or termination of the Trust, the negotiation of this Trust Agreement and the performance of their duties and obligations under this Trust Agreementother Person, except for such of his or her own acts as shall constitute bad faith, willful misconduct, gross negligence or omissions that result in a Determination willful disregard of Egregious Conduct by such Trusteeduties or breach of this Scotia Pacific Litigation Trust Agreement. Except as expressly set forth aboveSubject to the foregoing, the Trustees Litigation Trustee shall be defended, held harmless and indemnified from time to time from the Creditor Trust Assets as a Trust Administrative Expense from and Recovery Rights against any and all Losses losses, claims, costs, expenses and liabilities to which either the Litigation Trustee may be subject by reason of the acts Litigation Trustee’s execution in good faith of his or omissions of such Trustee (her duties under the Plan or consequences of such acts or omissions) in the creation, establishment, operation and termination of the Trust, the negotiation of this Trust Agreement, the transactions contemplated by this Trust Agreement and the performance of their duties and obligations under this Scotia Pacific Litigation Trust Agreement. The officers, directors, shareholders, designees, employees, Professionals, representatives employees and agents of each the Litigation Trustee and the Trust (collectively, the “Trustee Indemnitees”) shall be likewise be defended, held harmless and indemnified. The Litigation Trustee may obtain for his or her benefit and the benefit of his or her officers, agents and employees, if any, and for the benefit of the Scotia Pacific Litigation Trust, at the expense of the Scotia Pacific Litigation Trust, insurance against Claims of liability, damage awards and settlement that may be indemnified hereunder. The Litigation Trustee shall not be obligated to the fullest extent set forth herein and provided to the Trustees. As give any bond or surety or other security for the performance of any amounts due of his duties, unless otherwise ordered by the Bankruptcy Court; and owing to the Trustee if so ordered, all costs and the Trustee Indemnitees hereunder, each Trustee and Trustee Indemnitee shall have a lien against the Creditor Trust Assets, which lien(s) expenses of procuring any such bond shall be prior to deemed trust administrative expenses and paid from the rights of the Beneficiaries. The obligations of the Trust and the benefits to the Trustees and Trustee Indemnitees under this Section 7.7 shall survive the termination of this Trust Agreement and the resignation and/or removal of a Trustee or Trustee Indemnitee. To the fullest extent permitted by law, expenses to be incurred by a Trustee or Trustee Indemnitee shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Person to repay such amount if it shall be determined that the Person is not entitled to be indemnified under this SectionPlan Administrative Account.