Common use of TAC’s Employment of Professionals Clause in Contracts

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "Professionals"). The TAC and its Professionals shall have complete access to the PI Trust's officers, employees and agents, as well as to the Professionals retained by the PI Trust, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of gross negligence, the opinion of or information provided by any Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the opinion of or information provided by the Professional. (b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of legal counsel pursuant to this provision in connection with the TAC's performance of its duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of any other Professional pursuant to this provision in connection with the TAC's performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, and (B) why the TAC cannot rely on Professionals retained by the Trust to meet the need of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC's request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Trust expense, the TAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or and consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified to assist the TAC in connection with its rights or duties as experts may be requested on the matters submitted to the TAC them (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Trustees’ and the Talc Trust's ’s officers, employees agents, and agentsemployees, as well as to the Professionals retained by the PI Trustany Trust Professionals, and shall also have complete access to all non-privileged information generated by them or otherwise available to the PI Talc Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of gross negligencea bad faith violation of the implied contractual covenant of good faith and fair dealing within the meaning of 12 Del. C. § 3806(e), the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the such TAC Professional or Trust Professional shall be full and complete authorization and protection in support respect of any action taken or not taken by the TAC and the TAC Members in good faith and in accordance with the written opinion of or other advice or information provided by the such TAC Professional or Trust Professional. (b) The Talc Trust shall promptly reimbursereimburse the TAC for, or pay directly if so instructed, pay directly for the TAC for benefit of the TAC, all reasonable fees and costs associated with of the TAC's employment of legal counsel TAC Professionals retained and consulted by the TAC pursuant to this provision Section 5.5. (c) In the event that the TAC retains counsel in connection with the TAC's performance of its duties hereunder. The Trust shall also promptly reimburseany matter, whether or pay directly if so instructed, not related to any claim that has been or might be asserted against the TAC for all reasonable or the TAC Members and irrespective of whether the Talc Trust pays such counsel’s fees and costs associated with the TAC's employment of related expenses, any other Professional pursuant to this provision in connection with the TAC's performance of its duties hereunder; provided, however, that (i) communications between the TAC and such counsel shall be deemed to be within the attorney-client privilege and protected by section 3333 of title 12 of the Delaware Code, regardless of whether such communications are related to any claim that has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why been or might be asserted by or against the TAC desires to employ such Professional, and (B) why or the TAC cannot rely on Professionals retained by Members and regardless of whether the Talc Trust to meet the need of the TAC for pays such expertise or advice, counsel’s fees and (ii) the Trust has approved the TAC's request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Trust expense, the TAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 belowrelated expenses.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "ProfessionalsPROFESSIONALS"). The TAC and its Professionals shall at all times have complete access to the PI Trust's officers, employees and agents, as well as to the Professionals retained by the PI Trust, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of gross negligence, the written opinion of or information provided by any Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the Professional. (b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of legal counsel pursuant to this provision in connection with the TAC's performance of its duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of any other Professional pursuant to this provision in connection with the TAC's performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, and (B) why the TAC cannot rely on Professionals retained by the Trust to meet the need of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC's request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Trust Expenseexpense. If the Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Trust expense, the TAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, advisors and such other parties deemed by the TAC to be qualified as experts on matters any matter submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete reasonable access to the PI Tort Claims Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI Trustany trust professionals, and shall also have complete reasonable access to all information generated by them or otherwise available to the PI Tort Claims Trust or the TrusteesTort Claims Trustee; provided that in no event shall the TAC, however, its members or the TAC Professionals have any right to consult with counsel to the Tort Claims Trust or obtain any information in such complete access shall be subject a manner as would result in the waiver of attorney-client or other applicable privilege belonging to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by namethe Tort Claims Trust. In the absence of gross negligence, negligence the written opinion of or information provided by any TAC Professional or trust professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the Professionalsuch TAC Professional or Trust professional. (b) The Tort Claims Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all any reasonable fees and costs expenses associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Tort Claims Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all any reasonable fees and costs expenses associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, and (B) why the TAC cannot rely on Professionals retained by the Trust to meet the need of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC's request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Trust expense, the TAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Asbestos Trust's ’s officers, employees employees, and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all non-privileged information generated by them or otherwise available to the PI Asbestos Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by nameTrustee(s). In the absence of gross negligencea bad faith violation of the implied contractual covenant of good faith and fair dealing, the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The Asbestos Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel and forecasters (including estimation consultants and experts) pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Asbestos Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Asbestos Trust a written request for such reimbursement setting forth the reasons (A) the reasons why the TAC desires to employ such TAC Professional, and (B) why the basis upon which the TAC cannot rely on Professionals retained by seeks advice independent of the Trust Professionals to meet the need of the TAC for such expertise or advice, and (ii) the Asbestos Trust has approved the TAC's ’s request for reimbursement in writing, which approval must not be unreasonably withheld, delayed, or denied. If the Asbestos Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a an Asbestos Trust Expenseexpense. If the Asbestos Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the Asbestos Trust’s expense, the TAC and/or the Trustees Trustee shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, advisors and such other parties deemed by the TAC to be qualified as experts on the matters submitted to the TAC them (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Hospital Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all non-privileged information generated by them or otherwise available to the PI Hospital Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by nameTrustee. In the absence of gross negligencea bad faith violation of the implied contractual covenant of good faith and fair dealing within the meaning of 12 Del. C. § 3806(e), the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC such party shall be full and complete authorization and protection in support respect of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The Hospital Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel and forecasters (including estimation consultants and experts) pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Hospital Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Hospital Trust a written request for such reimbursement setting forth (a) the reasons (A) why the TAC desires to employ such TAC Professional, and (Bb) why the basis upon which the TAC cannot rely on Professionals retained by seeks advice independent of the Trust Professionals to meet the need of the TAC for such expertise or advice, and (ii) the Hospital Trust has approved the TAC's ’s request for reimbursement in writing, which approval must not be unreasonably withheld, delayed or denied. If the Hospital Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Hospital Trust Expenseexpense. If the Hospital Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the Hospital Trust’s expense, the TAC and/or the Trustees Trustee shall resolve their dispute pursuant to Section 6.13 herein. (c) In the procedures set forth event that the TAC retains counsel in Section 7.13 belowconnection with any matter whether or not related to any claim that has been or might be asserted against the TAC and irrespective of whether the Hospital Trust pays such counsel’s fees and related expenses, any communications between the TAC and such counsel shall be deemed to be within the attorney-client privilege and protected by section 3333 of Title 12 of the Delaware Code, regardless of whether such communications are related to any claim that has been or might be asserted by or against the TAC and regardless of whether the Hospital Trust pays such counsel’s fees and related expenses.

TAC’s Employment of Professionals. (a) The TAC may ZTAC may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC ZTAC to be qualified as experts on matters submitted to the TAC ZTAC (the "“ZTAC Professionals"”). The TAC ZTAC and its the ZTAC Professionals shall at all times have complete access to the PI PD Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all information generated by them or otherwise available to the PI PD Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and Class 7B Trustee provided that any information provided by the Trust Professionals shall not include access to information on individual claimants or claims or individual law firms identified by nameconstitute a waiver of any applicable privilege. In the absence of gross negligence, the written opinion of or information provided by any ZTAC Professional or Trust Professional deemed by the TAC ZTAC to be qualified as an expert on the particular matter submitted to the TAC ZTAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC ZTAC in good faith and in accordance with the written opinion of or information provided by the ZTAC Professional or Trust Professional. (b) The PD Trust through the ZAI Trustee shall promptly reimbursereimburse from ZAI Trust Assets, or pay directly if so instructed, the TAC ZTAC for all reasonable fees and costs associated with the TAC's ZTAC’s employment of legal counsel pursuant to this provision in connection with the TAC's ZTAC’s performance of its duties hereunder. The PD Trust through the ZAI Trustee shall also similarly promptly reimburse, or pay directly if so instructed, the TAC ZTAC for all reasonable fees and costs associated with the TAC's ZTAC’s employment of any other ZTAC Professional pursuant to this provision in connection with the TAC's ZTAC’s performance of its duties hereunder; provided, however, that (i) the TAC ZTAC has first submitted to the PD Trust through the ZAI Trustee a written request for such reimbursement setting forth the reasons (A) why the TAC ZTAC desires to employ such ZTAC Professional, and (B) why the TAC ZTAC cannot rely on Trust Professionals retained by the Trust to meet the need of the TAC ZTAC for such expertise or advice, and (ii) the Trust ZAI Trustee has approved the TAC's ZTAC’s request for reimbursement in writing. If the Trust ZAI Trustee agrees to pay for the TAC ZTAC Professional, such reimbursement shall be treated as a an expense against ZAI Trust ExpenseAssets. If the Trust ZAI Trustee declines to pay for the TAC ZTAC Professional, it he must set forth its his reasons in writing. If the TAC ZTAC still desires to employ such the ZTAC Professional at Trust the PD Trust’s expense, the TAC ZTAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 7.14 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, advisors and such other parties deemed by the TAC to be qualified as experts on matters any matter submitted to the TAC (the "“TAC Professionals"”); provided that the TAC, with the consent of the Legal Representative, shall retain an independent auditor to perform a general audit of the Trust’s operations on no less than a yearly basis. The TAC and its the TAC Professionals shall at all times have complete access to the PI Trust's ’s officers, employees and agents, as well as to the Professionals any counsel, accountants, appraisers, auditors, forecasters, experts and financial or investment advisors retained by the PI Trust, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the TrusteesTrustee; provided that in no event shall the TAC, howeverits members or the TAC Professionals (i) have any role, whether by consent, consultation or otherwise, in the Trust’s selection of counsel, experts or other professionals to defend claims against the Trust that are tendered to any insurer for defense or (ii) have any right to consult with or obtain information from the Trust or anyone employed by the Trust concerning the defense of any such complete access claims; and provided, further, that in no event shall be subject the TAC, its members or the TAC Professionals have any right to reasonable claims consult with counsel to the Trust or obtain any information in such a manner as would result in the waiver of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access attorney-client or other applicable privilege belonging to information on individual claimants or claims or individual law firms identified by namethe Trust. In the absence of gross negligence, the written opinion of or information provided by any TAC Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the such TAC Professional. (b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all any reasonable fees and costs expenses associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all any reasonable fees and costs expenses associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, TAC Professional and (B) why the TAC cannot rely on Professionals any counsel, accountant, appraiser, auditor, forecaster, expert or financial or investment advisor retained by the Trust to meet the need of the TAC for such expertise or advice, advice and (ii) the Trust has approved the TAC's ’s request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a an Asbestos Trust ExpenseExpense of the Trust. If the Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such TAC Professional at Trust expensethe expense of the Trust, the TAC and/or the Trustees Trustee shall resolve their dispute pursuant to the procedures set forth in accordance with Section 7.13 8.12 below.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Asbestos Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all information generated by them or otherwise available to the PI Asbestos Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and Trustee provided that any information provided by the Trust Professionals shall not include access to information on individual claimants or claims or individual law firms identified by nameconstitute a waiver of any applicable privilege. In the absence of gross negligencebad faith, the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The Asbestos Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Asbestos Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Asbestos Trust a written request for such reimbursement setting forth the reasons (A) the reasons why the TAC desires to employ such TAC Professional, and (B) why the basis upon which the TAC cannot rely on Professionals retained by seeks advice independent of the Trust Professionals to meet the need of the TAC for such expertise or advice, and (ii) the Asbestos Trust has approved the TAC's ’s request for reimbursement in writing, which approval must not be unreasonably withheld, delayed, or denied. If the Asbestos Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a an Asbestos Trust Expenseexpense. If the Asbestos Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the Asbestos Trust’s expense, the TAC and/or and the Trustees Trustee shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below. (c) Notwithstanding Section 3333 of Title 12 of the Delaware Code, in the event that the TAC retains counsel in connection with any matter whether or not related to any claim that has been or might be asserted against the TAC and irrespective of whether the Asbestos Trust pays such counsel's fees and related expenses, any communications with such counsel shall be deemed to be within the attorney-client privilege.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties Professionals deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "Professionals")TAC. The TAC and its Professionals shall at all times have complete access to the PI Plan Trust's officers, employees and agents, as well as to the Professionals retained by the PI Plan Trust, and shall also have complete access to all information generated by them or otherwise available to the PI Plan Trust or the Plan Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of gross negligence, the written opinion of or information provided by any Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the Professional. (b) The Plan Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of legal counsel pursuant to this provision in connection with the TAC's performance of its duties hereunder. The Plan Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's employment of any other Professional pursuant to this provision in connection with the TAC's performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Plan Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, and (B) why the TAC cannot rely on Professionals retained by the Plan Trust to meet the need of the TAC for such expertise or advice, and (ii) the Plan Trust has approved the TAC's request for reimbursement in writing. If the Plan Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Plan Trust Expense. If the Plan Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Plan Trust expense, the TAC and/or the Plan Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on the matters submitted to the TAC them (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI NAS Monitoring Trust's ’s officers, employees employees, and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all non-privileged information generated by them or otherwise available to the PI NAS Monitoring Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by nameTrustee. In the absence of gross negligencea bad faith violation of the implied contractual covenant of good faith and fair dealing within the meaning of 12 Del. C. § 3806(e), the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC such party shall be full and complete authorization and protection in support respect of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The NAS Monitoring Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel and forecasters (including estimation consultants and experts) pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The NAS Monitoring Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that that: (i) the TAC has first submitted to the NAS Monitoring Trust a written request for such reimbursement setting forth the reasons (A) the reasons why the TAC desires to employ such TAC Professional, and (B) why the basis upon which the TAC cannot rely on Professionals retained by seeks advice independent of the Trust Professionals to meet the need of the TAC for such expertise or advice, ; and (ii) the NAS Monitoring Trust has approved the TAC's ’s request for reimbursement in writing, which approval must not be unreasonably withheld, delayed, or denied. If the NAS Monitoring Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a an NAS Monitoring Trust Expenseexpense. If the NAS Monitoring Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the NAS Monitoring Trust’s expense, the TAC and/or the Trustees Trustee shall resolve their dispute pursuant to Section 6.14 herein. (c) In the procedures set forth event that the TAC retains counsel in Section 7.13 belowconnection with any matter whether or not related to any claim that has been or might be asserted against the TAC and irrespective of whether the NAS Monitoring Trust pays such counsel’s fees and related expenses, any communications between the TAC and such counsel shall be deemed to be within the attorney- client privilege and protected by section 3333 of title 12 of the Delaware Code, regardless of whether such communications are related to any claim that has been or might be asserted by or against the TAC and regardless of whether the NAS Monitoring Trust pays such counsel’s fees and related expenses.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI U.S. Asbestos Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI U.S. Asbestos Trust, and shall also have complete access to all information generated by them or otherwise available to the PI U.S. Asbestos Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of the TAC’s gross negligencenegligence in selecting a TAC Professional, the written opinion of or information provided by any TAC Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional. (b) The U.S. Asbestos Trust shall promptly reimburse, or pay directly if so instructedinstructed by the TAC, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The U.S. Asbestos Trust shall also promptly reimburse, or pay directly if so instructedinstructed by the TAC, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the U.S. Asbestos Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such the TAC Professional, and (B) why the TAC cannot rely on Professionals retained by the U.S. Asbestos Trust to meet the need of the TAC for such expertise or advice, and (ii) the U.S. Asbestos Trust has approved the TAC's ’s request for reimbursement in writing. If the U.S. Asbestos Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a an U.S. Asbestos Trust Expense. If the U.S. Asbestos Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the U.S. Asbestos Trust’s expense, the TAC and/or and the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 7.14 below.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Trust's ’s officers, employees and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and Trustee provided that any information provided by the Trust Professionals shall not include access to information on individual claimants or claims or individual law firms identified by nameconstitute a waiver of any applicable privilege. In the absence of gross negligence, the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The PI Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The PI Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the PI Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such TAC Professional, and (B) why the TAC cannot rely on Trust Professionals retained by the Trust to meet the need of the TAC for such expertise or advice, and (ii) the PI Trust has approved the TAC's ’s request for reimbursement in writing. If the PI Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a PI Trust Expenseexpense. If the PI Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the PI Trust’s expense, the TAC and/or the Trustees Trustee shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.

TAC’s Employment of Professionals. (a) The TAC may may, but is not required to to, retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on the matters submitted to the TAC them (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Talc Trust's ’s officers, employees employees, and agents, as well as to the Professionals retained by the PI TrustTrust Professionals, and shall also have complete access to all non-privileged information generated by them or otherwise available to the PI Talc Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information on individual claimants or claims or individual law firms identified by name. In the absence of gross negligencea bad faith violation of the implied contractual covenant of good faith and fair dealing within the meaning of 12 Del. C. § 3806(e), the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC such party shall be full and complete authorization and protection in support respect of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The Talc Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel and forecasters (including estimation consultants and experts) pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Talc Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Talc Trust a written request for such reimbursement setting forth the reasons forth (A) the reasons why the TAC desires to employ such TAC Professional, and (B) why the basis upon which the TAC cannot rely on Professionals retained by seeks advice independent of the Trust Professionals to meet the need of the TAC for such expertise or advice, and (ii) the Talc Trust has approved the TAC's ’s request for reimbursement in writing, which approval must not be unreasonably withheld, delayed, or denied. If the Talc Trust agrees to pay for the TAC Professional, such reimbursement shall be treated as a Talc Trust Expenseexpense. If the Talc Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust the Talc Trust’s expense, the TAC and/or the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below. (c) In the event that the TAC retains counsel in connection with any matter whether or not related to any claim that has been or might be asserted against the TAC and irrespective of whether the Talc Trust pays such counsel’s fees and related expenses, any communications between the TAC and such counsel shall be deemed to be within the attorney- client privilege and protected by section 3333 of Title 12 of the Delaware Code, regardless of whether such communications are related to any claim that has been or might be asserted by or against the TAC and regardless of whether the Talc Trust pays such counsel’s fees and related expenses.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult legal counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The , provided, however that no TAC and its Professionals shall have complete access may be retained to the PI Trust's officers, employees and agents, as well as to the Professionals retained by the PI Trust, and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and shall not include access to information act on individual claimants or claims or individual law firms identified by name. In the absence of gross negligence, the opinion of or information provided by any Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support behalf of any action taken individual holder of a PSAN PI/WD Claim or not taken by the TAC in good faith and in accordance with the opinion of or information provided by the Professionala Trust Administered Claim. (b) The PSAN PI/WD Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The PSAN PI/WD Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such Professional, and (B) why the TAC cannot rely on Professionals retained by the Trust to meet the need of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC's request for reimbursement in writing. If the Trust agrees to pay for the TAC Professional, such Such reimbursement shall be treated as a PSAN PI/WD Trust Expense. If , provided, however that any such reimbursement will be funded solely through contributions to the PSAN PI/WD Trust declines to pay for the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such Professional at Trust expense, the TAC and/or the Trustees shall resolve their dispute by Participating OEMs pursuant to the procedures set forth applicable Participating OEM Contribution Agreement(s) in Section 7.13 belowaccordance with a funding allocation agreement to be agreed upon by the Participating OEMs, provided, further, however that any such reimbursement shall be subject to compliance with the Budget.

TAC’s Employment of Professionals. (a) The TAC may but is not required to retain and/or consult counsel, accountants, appraisers, auditors, forecasters, experts, and financial and investment advisors, and such other parties deemed by the TAC to be qualified as experts on matters submitted to the TAC (the "“TAC Professionals"”). The TAC and its the TAC Professionals shall at all times have complete access to the PI Trust's ’s officers, employees and agents, as well as to the Professionals any counsel, accountants, appraisers, auditors, forecasters, experts and financial and investment advisors retained by the PI TrustTrust (“Trust Professionals”), and shall also have complete access to all information generated by them or otherwise available to the PI Trust or the Trustees, however, such complete access shall be subject to reasonable claims of privilege, execution of reasonable confidentiality agreements where circumstances require, and provided that any information provided by the PI Trust or the Trust Professionals shall not include access to information on individual claimants or claims or individual law firms identified by nameconstitute a waiver of any applicable privilege. In the absence of gross negligence, the written opinion of or information provided by any TAC Professional or Trust Professional deemed by the TAC to be qualified as an expert on the particular matter submitted to the TAC shall be full and complete authorization and protection in support of any action taken or not taken by the TAC in good faith and in accordance with the written opinion of or information provided by the TAC Professional or Trust Professional. (b) The Trust shall promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of legal counsel pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder. The Trust shall also promptly reimburse, or pay directly if so instructed, the TAC for all reasonable fees and costs associated with the TAC's ’s employment of any other TAC Professional pursuant to this provision in connection with the TAC's ’s performance of its duties hereunder; provided, however, that (i) the TAC has first submitted to the Trust a written request for such reimbursement setting forth the reasons (A) why the TAC desires to employ such TAC Professional, and (B) why the TAC cannot rely on Trust Professionals retained by the Trust to meet the need needs of the TAC for such expertise or advice, and (ii) the Trust has approved the TAC's ’s request for reimbursement in writing. If the Trust agrees to pay for the services of the TAC Professional, such reimbursement shall be treated as a Trust Expense. If the Trust declines to pay for the services of the TAC Professional, it must set forth its reasons in writing. If the TAC still desires to employ such the TAC Professional at Trust expense, the TAC and/or and the Trustees shall resolve their dispute pursuant to the procedures set forth in Section 7.13 below.