Common use of Retention of Attorneys, Accountants and Other Professionals Clause in Contracts

Retention of Attorneys, Accountants and Other Professionals. The Trustee, the Trust Committee and Trust Committee members may retain the following Professionals to aid in the performance of their responsibilities pursuant to the terms of the Plan and this Trust Agreement, including, without limitation, the litigation of Litigation Trust Claims: (a) The Trustee may retain such law firm(s) as the Trustee (in consultation with the Trust Committee) determines necessary to liquidate the Trust Assets and to perform such other functions as may be appropriate to carry out the primary purposes of the Trust. (b) The Trustee may commit the Trust to and shall pay such law firm(s) reasonable compensation from the Trust Assets for services rendered and expenses incurred, which expenses may include, without limitation, the fees and expenses of Persons retained by such counsel to perform any services, including, without limitation, expert witnesses and consultants. The Trustee may also engage such law firm(s) on a contingent fee basis as permitted by applicable law. (c) The Trustee may retain an independent public accounting firm to, if necessary, audit the financial books and records of the Trust, to prepare and file all federal, state and local tax returns and related tax forms on behalf of the Trust that the Trustee is obligated to prepare, provide and file pursuant to this Trust Agreement, including Article VIII regarding Taxes, and to perform such other reviews and/or audits as the Trustee may deem advisable to carry out the primary purposes of the Trust. The Trustee may commit the Trust to and shall pay such accounting firm reasonable compensation from the Trust Assets for services rendered and expenses incurred. (d) The Trustee may retain such accountants, experts, advisors, consultants, investigators, appraisers, auctioneers, claims and disbursing agents or other professionals as are advisable to carry out the purposes of the Trust. (e) The Trustee may commit the Trust to and shall pay all such Persons reasonable compensation from the Trust Assets for services rendered and expenses incurred as Trust Expenses in accordance with the Plan and this Trust Agreement.

Retention of Attorneys, Accountants and Other Professionals. The Trustee, the Trust Committee and Trust Committee members Individual Trustees may retain the following Professionals professionals (the “Individual Trustees’ Professionals”) (and shall retain Class Counsel on or promptly following the Effective Date pursuant to a mutually acceptable retention agreement and in accordance with the fees set forth on Schedule A hereto) to aid in the performance of their responsibilities pursuant to the terms of the Plan and this Trust Agreement, including, without limitation, the litigation of Litigation Trust ClaimsClaims and collection and distribution of Trust Assets: (a) The Trustee may retain such law firm(s) Class Counsel, as counsel to the Trustee (Trust, to aid in consultation with the litigation of the Trust Committee) determines necessary to liquidate the Trust Assets Claims, and such other counsel to perform such other functions as the Individual Trustees from time to time may be deem appropriate to carry out the primary purposes of the Trust. (b) , including without limitation, tax, trust, insurance, bankruptcy and fiduciary law services. The Trustee Individual Trustees shall compensate Class Counsel in accordance with the Class Action Settlement and the order and final judgment entered in the Class Action Securities Suit in accordance with Schedule A hereto, and may commit the Trust to and shall pay such any additional law firm(s) engaged by the Individual Trustees (other than to prosecute the Trust Claims) reasonable compensation from the Trust Assets for services rendered and expenses incurredincurred (on either an hourly or a contingency basis, which expenses may includeor a combination of the two). Class Counsel’s fees shall be distributed to Lead Class Counsel, without limitationand shall be allocated among Class Counsel and other firms engaged by Class Counsel in a fashion which, in the fees opinion of Lead Class Counsel, fairly compensates Class Counsel and expenses such other firms for their respective contributions in the prosecution of Persons retained by such counsel to perform any services, including, without limitation, expert witnesses and consultants. The Trustee may also engage such law firm(s) on a contingent fee basis as permitted by applicable lawthe Trust Claims. (cb) The Trustee may retain an An independent public accounting firm to, if necessary, to audit the financial books and records of the Trust, to prepare and file all federal, state and local tax returns and related tax forms on behalf of the Trust that the Trustee is obligated to prepare, provide and file pursuant to this Trust Agreement, including Article VIII regarding Taxes, and to perform such other reviews and/or audits and audits, and prepare such other records, tax filings and tax returns, as the Trustee may deem are advisable to carry out the primary purposes of the Trust. The Trustee Individual Trustees may commit the Trust to and shall pay such accounting firm reasonable compensation from the Trust Assets for services rendered and expenses incurred. (dc) The Trustee may retain After consultation with Class Counsel on engagements related to the prosecution of the Trust Claims, such accountants, additional experts, advisors, consultants, investigators, appraisers, auctioneers, claims and disbursing agents auctioneers or other professionals as are advisable to carry out the purposes of the Trust. (e) . The Trustee Individual Trustees may commit the Trust to and shall pay all such Persons persons or entities reasonable compensation from the Trust Assets for services rendered and expenses incurred incurred. (d) The Individual Trustees shall engage the Individual Trustees’ Professionals pursuant to one or more engagement letters setting out the terms of such engagements. In the case of Class Counsel, the engagement letters shall provide, inter alia, that Class Counsel shall pay such funds as are reasonably necessary for litigation expenses and from time to time shall advance to the Trust such amounts as are reasonably necessary for Trust Expenses incurred or to be incurred by the Individual Trustees in accordance with the Plan and this Trust Agreementfulfilling their responsibilities hereunder.

Retention of Attorneys, Accountants and Other Professionals. The TrusteeTrustee shall, subject to the approval or direction of the Trust Committee and Trust Committee members may Advisory Board, by majority vote thereof, retain the following Professionals professionals ("Trustee's Professionals") to aid in the performance of their its responsibilities pursuant to the terms of the Plan and this Trust Agreement, Agreement including, without limitation, the litigation of Litigation Trust ClaimsClaims and distribution of Trust Assets: (a) The Trustee may retain such Such law firm(s) as counsel to the Trustee (in consultation with and the Trust Committee) determines necessary as the Trustee may deem advisable to liquidate aid in the liquidation of the Trust Assets Claims and to perform such other functions as may be appropriate to carry out the primary purposes of the Trust. (b) . The Trustee may commit the Trust to and shall shall, subject to Section 7.6(b) hereof, pay such law firm(s) reasonable compensation from the Trust Assets for services rendered and expenses incurred, which expenses may include, without limitation, the fees and expenses of Persons retained by such counsel to perform any servicesservices or otherwise assist in connection with the prosecution of Trust Claims, including, without limitation, expert witnesses and consultants. The Trustee may also engage such law firm(s) on a contingent fee basis as permitted by applicable law.; (cb) The Trustee may retain an An independent public accounting firm to, if necessary, to audit the financial books and records of the Trust, to prepare and file all federal, state and local tax returns and related tax forms on behalf of the Trust that the Trustee is obligated to prepare, provide and file pursuant to this Trust Agreement, including Article VIII regarding TaxesSection 7.12 below, and to perform such other reviews and/or audits as the Trustee may deem advisable to carry out the primary purposes of the Trust. The Trustee may commit the Trust to and shall pay such accounting firm reasonable compensation from the Trust Assets for services rendered and expenses incurred.; and (dc) The Trustee may retain such Such forensic accountants, experts, advisors, consultants, investigators, appraisers, auctioneers, claims and disbursing agents auctioneers or other professionals as are advisable to carry out the purposes of the Trust. (e) . The Trustee may commit the Trust to and shall pay all such Persons reasonable compensation from the Trust Assets for services rendered and expenses incurred as Trust Expenses in accordance with the Plan and this Trust Agreementincurred.

Retention of Attorneys, Accountants and Other Professionals. The TrusteeTrustee shall have authority to retain professionals (collectively, the "Trust Committee and Trust Committee members Professionals") as it may retain the following Professionals deem necessary, in its sole discretion, to aid in the performance of their its responsibilities pursuant to the terms of this Agreement and the Plan and this Trust AgreementSettlement Documents, including, without limitation, the litigation distribution of Litigation Trust ClaimsAssets, including, but not limited to: (a) The Trustee may retain such Such law firm(s) as counsel to the Distribution Trust as the Trustee (may deem advisable to aid in consultation with the Trust Committee) determines necessary to liquidate the distribution of Trust Assets and to perform such other functions as may be appropriate to carry out the primary purposes of the Distribution Trust. (b) . The Trustee may commit the Distribution Trust to and shall pay such law firm(s) reasonable compensation from the Trust Assets for services rendered and expenses incurred, which expenses may include, without limitation, the fees and expenses of Persons retained by such counsel to perform any services, including, without limitation, expert witnesses and consultants. The Trustee may also engage such law firm(s) on a contingent fee basis as permitted by applicable law. (cb) The Trustee may retain an An independent public accounting firm to, if necessary, to review and audit the financial books and records of the Distribution Trust, to prepare and file all federal, state and local tax returns and related tax forms on behalf of the Trust that the Trustee is obligated to prepare, provide and file pursuant to this Trust Agreement, including Article VIII regarding Taxes, and to perform such other reviews and/or audits as the Trustee may deem advisable to carry out the primary purposes of the Distribution Trust. The Trustee may commit the Distribution Trust to and shall pay such accounting firm reasonable compensation from the Trust Assets for services rendered and expenses incurred. (dc) The Trustee may retain such accountants, Such experts, advisors, consultants, investigators, appraisers, auctioneersregistrars, claims and disbursing agents transfer agents, custodians, auctioneers or other professionals as are advisable to carry out the purposes of the Distribution Trust. (e) . The Trustee may commit the Distribution Trust to and shall pay all such Persons persons or entities reasonable compensation from the Trust Assets for services rendered and expenses incurred as Trust Expenses in accordance with the Plan and this Trust Agreementincurred.

Retention of Attorneys, Accountants and Other Professionals. The Trustee, the Trust Committee and Trust Committee members Liquidating Trustee may retain professionals (the following Professionals “Professionals”) to aid the Liquidating Trustee in the performance of their his responsibilities pursuant to the terms of the Plan and this Trust Agreement. The Professionals retained by the Liquidating Trustee may include, including, without limitationbut are not limited to, the litigation of Litigation Trust Claimsfollowing: (a) The Trustee may retain such law 6.5.1 Law firm(s) as the Liquidating Trustee (may deem advisable to aid or advise the Liquidating Trustee in consultation with the Trust Committee) determines necessary to liquidate the Trust Assets performance of his duties and to perform such other functions as may be appropriate to carry out the primary purposes of the Liquidating Trust. ; provided, however that: (a) the Liquidating Trustee shall retain Xxxxxx Xxxxxx Xxxxxxxx LLP to prosecute the Honkamp Claim unless that firm declines the engagement within 14 days after the Confirmation Date or, following its retention, that firm has been replaced for good cause shown; and (b) the Liquidating Trustee shall retain XxXxxxxx Xxxxxxx LLC to prosecute the First Midwest Actions unless such firm declines the engagement within 14 days after the Confirmation Date or, following its retention, that firm has been replaced for good cause shown. The Liquidating Trustee may commit the Liquidating Trust to and shall pay such law firm(s) reasonable compensation from the Liquidating Trust Assets for services rendered and expenses incurred, which expenses may include, without limitation, the fees and expenses of Persons retained by such counsel law firm(s) to perform any servicesservices or otherwise assist in connection with the prosecution of Causes of Action, including, without limitation, expert witnesses and consultants. The Liquidating Trustee may also engage such law firm(s) on a contingent fee basis as permitted by applicable law. (c) The Trustee may retain an independent public accounting 6.5.2 A firm to, if necessary, audit the financial books and records of the Liquidating Trust, to prepare and file all federal, state and local tax returns and related tax forms on behalf of the Liquidating Trust that the Liquidating Trustee is obligated to prepare, provide and file any reports pursuant to this Trust Agreement, including Article VIII regarding TaxesSection 6.10 below, and to perform such other reviews and/or audits as the Liquidating Trustee may deem advisable to carry out the primary purposes of the Liquidating Trust. The Liquidating Trustee may commit the Liquidating Trust to and shall pay such accounting firm reasonable compensation from the Liquidating Trust Assets for services rendered and expenses incurred.; and (d) The Trustee may retain such 6.5.3 Such other accountants, experts, advisors, consultants, investigators, appraisers, auctioneers, claims and disbursing agents auctioneers or other professionals as are advisable to carry out the purposes of the Liquidating Trust. (e) . The Liquidating Trustee may commit the Liquidating Trust to and shall pay all such Persons reasonable compensation from the Liquidating Trust Assets for services rendered and expenses incurred incurred. 6.5.4 The Professionals retained by the Liquidating Trustee on behalf of the Liquidating Trust may include, without limitation, the Liquidating Trustee’s employer and/or its affiliates (the “LT Firm”). The Liquidating Trustee is hereby expressly authorized to utilize the services the LT Firm, its affiliates and personnel as Liquidating Trust Expenses Professionals (rather than utilizing other similarly situated or available personnel or professional services firms) notwithstanding that (a) the Liquidating Trustee may benefit (directly or indirectly) from the compensation paid to the LT Firm and (b) other persons or entities may be available to provide the same or similar work at similar or more competitive prices. In no event shall the Liquidating Trustee, the LT Firm or their affiliates be subject to a claim of a conflict of interest or breach of fiduciary duty or any other claim arising as a result of the appointment of any such person in accordance with the Plan and this Trust Agreementprovision.