Common use of ADMINISTRATION OF THE SETTLEMENT Clause in Contracts

ADMINISTRATION OF THE SETTLEMENT. (a) Any OTC Class Member who does not submit a valid proof of claim will not be entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Plaintiffs’ Counsel shall have the right but not the obligation to advise the Claims Administrator to waive what OTC Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in the Preliminary Approval Order, unless such period is extended by order of the Court. Any OTC Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Class Member is approved) but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administrator. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) If any claimant whose claim has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph 11(c)(iv), supra, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Plaintiffs’ Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Class Members. All OTC Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by the Settlement Administrator and all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. (a) Any OTC Lender Class Member who does not submit a valid proof of claim will not be entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays HSBC shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Lender Plaintiffs’ Counsel shall have the right but not the obligation to advise the Claims Administrator to waive what OTC Lender Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC a Lender Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Lender Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Lender Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in by the Preliminary Approval OrderCourt, unless such period is extended by order of the Court. Any OTC Lender Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Lender Class Member is approved) but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in for such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administratorrejection. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) If any claimant whose claim has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph 11(c)(iv), supra, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Lender Plaintiffs’ Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ HSBC’s Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC a Lender Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays HSBC or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Lender Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Lender Class Members. All OTC Lender Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by the Settlement Administrator and all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Lender Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. (a) 8.1 Any OTC Settlement Class Member who does not fails to submit a valid proof Claim Form (substantially in the form of claim Exhibit A-2) will not be entitled to receive any of the proceeds from the Net Settlement Fund, except as otherwise ordered by the Court, but will otherwise be bound by all of the terms of this Agreement Stipulation and the settlementSettlement, including the terms of the Final Judgment and Order of Dismissal or Alternative Judgment to be entered in the OTC Action and the all releases provided for herein, and will be permanently barred and enjoined from bringing any action against the Released Defendant Parties concerning the Released Claims. (b) The Claims Administrator 8.2 Co-Lead Counsel shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except be responsible for its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays shall have no liability, obligation, or responsibility for supervising the administration of the settlement or Settlement and disbursement of the Net Settlement FundFund by the Claims Administrator. OTC Plaintiffs’ Co-Lead Counsel shall have the right discretion, but not the obligation obligation, to advise the Claims Administrator to waive what OTC Plaintiffs’ Co-Lead Counsel reasonably deems deem to be de minimis or formal or technical defects in any proofs of claim Claim Form submitted, includingor to accept untimely claims if distribution of the Net Settlement Fund will not be materially delayed thereby. Co-Lead Counsel shall bear no responsibility for the exercise or non- exercise of this discretion. Defendants and Defendants’ Counsel shall have no liability, without limitationobligation or responsibility for the administration of the Settlement, failure the allocation of the Net Settlement Fund, or reviewing or challenging claims. Co-Lead Counsel shall be solely responsible for designating the Claims Administrator, subject to submit a document approval by the submission deadline, in the interests of achieving substantial justiceCourt. (c) 8.3 For purposes of determining the extent, if any, to which an OTC Class Member a claimant shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (ia) Each OTC Class Member, at a time determined by the Court, claimant shall be required to submit a proof of claim (Claim Form, substantially in the form attached hereto as shall be approved by the Court) whichExhibit A-2, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents as are designated therein, including proof of the claimant’s loss, or such other documents or proof as OTC Plaintiffs’ Counsel and the Claims AdministratorAdministrator or Co-Lead Counsel, in their discretion, may deem acceptable; (iib) All proofs of claim Claim Forms must be submitted by the date specified set by the Court in the Preliminary Approval OrderOrder and specified in the notices, unless such period deadline is extended by order Co-Lead Counsel in its discretion or by Order of the Court. Any OTC Settlement Class Member who fails to submit a proof of claim Claim Form by such date shall be forever barred from receiving any distribution from the Net Settlement Fund or payment pursuant to this Agreement Stipulation (unless, by order Order of the CourtCourt or the discretion of Co-Lead Counsel, a later submitted proof of claim by such OTC Class Member is approved) late-filed Claim Forms are accepted), but shall in all other respects be bound by all of the terms of this Agreement Stipulation and the settlementSettlement, including the terms of the Final Judgment or Alternative Judgment and Order of Dismissal to be entered in the OTC Action and the all releases provided for hereinherein and therein, and will be permanently barred and enjoined from bringing any action action, claim or other proceeding of any kind asserting any Released Claim against the any Released Parties concerning the Released ClaimsDefendant Party. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim A Claim Form shall be deemed to have been be submitted when postedmailed, if received with a postmark indicated on the envelope and if mailed by first-class mail or overnight U.S. Mail and addressed in accordance with the instructions thereon. In all other cases, the proof of claim Claim Form shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) . Each proof of claim Claim Form shall be submitted to and reviewed by the Claims Administrator who Administrator, under the supervision of Co-Lead Counsel, which shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (ivc) Proofs of claim Claim Forms that do not meet the submission requirements may be rejected. Prior to rejection of rejecting a proof of claimClaim Form in whole or in part, the Claims Administrator shall communicate with the claimant in order writing to give the claimant the chance to remedy the any curable deficiencies in the proofs of claim Claim Form submitted. The Claims Administrator Administrator, under supervision of Co-Lead Counsel, shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it claims the Claims Administrator proposes to reject, reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administrator. If Court if the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court;subparagraph (e) below; and (vd) If any claimant whose timely claim has been rejected, rejected in whole or in part, part desires to contest such rejection, the claimant must, within twenty (20) calendar days after the date of mailing of the notice required in Paragraph 11(c)(iv)subparagraph (d) above, supraor a lesser period of time if the claim was untimely, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, OTC Plaintiffs’ Co-Lead Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h)). (d) 8.4 Each claimant who submits a Claim Form shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, including but not limited to, all releases provided for herein and in the Judgment or Alternative Judgment, and the claim will be subject to investigation and discovery pursuant to under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that the claimant’s status as an OTC a Settlement Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays or any of In connection with processing the Released PartiesClaim Forms, and no discovery shall be allowed on the merits of the OTC Action or settlement in connection with processing of the proofs of claimSettlement. (e) 8.5 Payment pursuant to this Agreement the Stipulation and the Court-approved Plan of Distribution Allocation shall be deemed final and conclusive against any and all OTC Class Membersclaimants. All OTC Settlement Class Members whose claims are not approved shall be barred from any participation participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement Stipulation and the settlementSettlement, including the terms of the Final Judgment or Alternative Judgment and Order of Dismissal to be entered in the OTC Action and the all releases provided for hereinherein and therein, and will be permanently barred and enjoined from bringing any action action, claim or other proceeding of any kind asserting any Released Claim against the any Released Parties concerning the Released ClaimsDefendant Party. (f) 8.6 All proceedings with respect to the administration, processing, processing and determination of claims described by this Stipulation and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court, but shall not in any event delay or affect the finality of the Judgment or Alternative Judgment. (g) The Net Settlement Fund 8.7 No Person shall be distributed by have any claim of any kind against the Claims Administrator toReleased Defendant Parties or Defendants’ Counsel with respect to the matters set forth in this section or any of its subsections, or for otherwise related in any way to the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all administration of the following Settlement, including without limitation the processing of claims and distributions. 8.8 No Person shall have occurred: (i) All claims have been processed and evaluated by any claim against Plaintiffs, Plaintiffs’ Counsel, or the Claims Administrator, or other agent designated by Co-Lead Counsel, based on the distributions made substantially in accordance with this Stipulation and where requested by the Settlement Administrator and all claimants whose claims have been rejected contained herein, the Plan of Allocation, or disallowed, in whole or in part, have been notified and provided further order(s) of the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paidCourt. (h) OTC Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. 6.1 As soon as reasonably practicable after signing this Agreement, and receipt of the declaration required by Section 5.2, Plaintiffs will file a motion with the Court for the entry of an order substantially in the form of Exhibit A granting Preliminary Approval, requesting that the Settlement Class be certified, that the Court preliminarily approve the settlement in this Agreement, and that the Court approve the mailing of the Class Notice substantially in the form and content of Exhibit B hereto. ACA shall cooperate to the extent necessary to obtain Preliminary Approval. 6.2 ACA will hire the class Administrator. The Administrator will assume the administrative responsibility of providing Class Notice in accordance with Preliminary Approval of the settlement. If ACA has not already done so, no later than fifteen (a15) Any OTC days after entry of the Court’s Order granting Preliminary Approval, or on such date as the Court otherwise orders, ACA will identify from its records and provide to the Administrator the names of Settlement Class Member members, their last known addresses, and account numbers to provide the Class Notice. The Administrator shall agree and will maintain the confidentiality of all Settlement Class members’ information provided to it and not to use such information except as necessary for administration of the settlement. 6.3 Within thirty (30) days after Preliminary Approval, or such other date ordered by the Court, the Administrator will send the Class Notice by first class US Mail to all Settlement Class members. Before mailing the Class Notice, the Administrator will run a National Change of Address (NCOA) Search for the entire Settlement Class, and the Administrator will update the addresses of the Settlement Class members based on the results of the NCOA Search. If, after mailing of Class Notice, the postal service returns any mail with a forwarding address, the Administrator will re-mail the Class Notice to the Settlement Class members at their forwarding addresses. 6.4 The Class Notice will specifically include provisions that allow Settlement Class members who does not so desire to exercise the right to exclude themselves from the settlement and the Settlement Class, but only if they timely comply with the requirements for doing so, as set forth in the Class Notice. The deadline to submit a valid proof request for exclusion shall be not less than 60 days after mailing of claim Class Notice. The Class Notice will not be entitled also provide that any objections to receive the settlement set forth in this Agreement, and any papers submitted in support of the proceeds from objections, will be submitted not less than sixty (60) days after mailing of the Net Class Notice, and will be considered by the Court at the Final Approval hearing only if, on or before the deadline, persons making any objection file and serve written objections (which will set forth each objection and the basis therefore) and copies of any papers in support of their position, as set forth in the Class Notice. The Class Notice further shall provide that all persons in the Settlement Fund, but Class who do not timely exclude themselves in accordance with the terms set forth in the Class Notice will otherwise be bound by all determinations and judgments in the Action. 6.5 The Administrator will set up a toll-free number with an Interactive Voice Response (IVR) system containing prerecorded answers to commonly asked questions as well as a voicemail box for the Settlement Class members to leave messages. The Administrator will employ live persons to call back all those Settlement Class members who leave messages, and if those phone calls do not resolve any question raised by a Settlement Class member, will refer them to Class Counsel at their business phone numbers. 6.6 The Parties will request a date for the Final Approval hearing at the time of the Preliminary Approval hearing. Class Counsel will file a motion for Final Approval of the settlement and for service awards for Plaintiffs, as set forth in this Agreement. The motion for Final Approval will request that the Court grant Final Approval of the settlement and enter Final Judgment in accordance with this Agreement, approving this Agreement as final, fair, reasonable, adequate, and binding on all Settlement Class members, and ordering that the consideration described above be provided to Settlement Class members according to this Agreement. Plaintiffs shall also file a motion for an award of their attorney’s fees, costs, and expenses, which shall seek an award of attorney’s fees, costs and expenses be paid to Class Counsel, and which shall be filed after the order on the Preliminary Approval motion, but at least 10 court days before the class opt-out and objection period has expired. The motion for attorney’s fees and costs shall be heard at the time of Final Approval, and ACA shall not oppose or comment on that motion as long as the amount sought conforms to this Agreement. 6.7 Within sixty (60) days after the Effective Date, ACA will file and serve on Class Counsel a declaration under penalty of perjury under the laws of the State of California establishing ACA’s compliance with the terms of this Agreement and the settlementCourt’s final judgment, including the monetary obligations required by the terms of this Agreement. 6.8 ACA will retain the Administrator and pay all of the fees, costs and expenses of administering the settlement set forth in this Agreement, including those related to the Class Notice and any notice of the Final Judgment and Order under California Rule of Dismissal to be entered in the OTC Action and the releases provided for hereinCourt 3.771(b), and any telephone or website set up by the Administrator for the settlement. 6.9 The Administrator will be barred from bringing any action against responsible for all of the Released Parties concerning following: (a) preparing, printing and disseminating the Released Claims.Class Notice to the Settlement (b) The Claims Administrator shall process this settlement based upon proofs promptly furnishing to Class Counsel and to ACA’s Counsel copies of claim submitted in connection with any requests for exclusion, objections, or other written or electronic communications from Settlement Class members; (c) tracking requests for exclusion and objections to the settlement, including maintaining the original mailing envelope in which they were mailed, and within five (5) business days after the close of the opt-out or objection period, informing Class Counsel and ACA’s Counsel in writing the total number of such requests received in response to the Class Notice; (d) ascertaining current address and addressee information for each Class Notice returned as undeliverable by running a NCOA Search for each Settlement Class member before mailing Class Notices and, after entry of if any Class Notices are returned as undeliverable but with a forwarding address, re-mailing the Class Distribution OrderNotice to the forwarding address provided; (e) informing the Parties regularly of all its activities, distribute including the Net Settlement Fund in accordance dates of each mailing of Class Notices, returned mail, and other communications and attempted written or electronic communications with the Class Distribution Order. Except for Settlement Class; (f) confirming in writing its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays shall have no liability, obligation, or responsibility for completion of the administration of the settlement or disbursement of the Net Settlement Fund. OTC Plaintiffs’ Counsel shall have the right but not the obligation to advise the Claims Administrator to waive what OTC Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in the Preliminary Approval Order, unless such period is extended by order of the Court. Any OTC Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Class Member is approved) but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administrator. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (vg) If any claimant whose claim has been rejectedpreparing a declaration under penalty of perjury under the laws of the State of California summarizing the number of claims, in whole or in partrequests for exclusion, desires and objections, and delivering such declaration to contest such rejection, the claimant must, within twenty Class Counsel and ACA’s counsel at least ten (2010) days after before the date for filing the motion for Final Approval; (h) filing a declaration under penalty of mailing perjury under the laws of the notice required in Paragraph 11(c)(iv)State of California with the Court at least seven (7) days before the date for filing the motion for Final Approval informing the Court of Settlement Class members who requested exclusion, supraobjected to the settlement and/or plan on attending the Final Approval hearing, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolvedcopy of the requested exclusion, OTC Plaintiffs’ Counsel shall thereafter present the request for review objection to the Courtsettlement, and/or plan to attend; and (vii) The administrative determinations of such other tasks upon which the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays or any of the Released Parties, by and no discovery shall be allowed on the merits through their counsel of the OTC Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Class Members. All OTC Class Members whose claims record, mutually agree, and/or are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound ordered by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. 6.10 In addition to the other requirements in this Agreement (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, such as the case may beNCOA search), only after in order to assemble the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by information necessary to identify the Settlement Administrator Class members and all claimants whose claims have been rejected or disallowedprovide the remedies to which each member is entitled, ACA will make diligent and reasonable efforts to identify the Settlement Class members based on the records it keeps in whole or in partthe ordinary course of its business, have been notified and provided by electronically searching its database of customer account information to ascertain the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paidSettlement Class. (h) OTC Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. A. Defendant shall, subject to the approval of Class Counsel, retain Kroll as the Settlement Administrator to help implement the terms of the Agreement. Subject to the terms and conditions of this Agreement, Defendant shall pay all costs associated with the Settlement Administrator, including costs of providing Class Notice and reviewing and processing claims. B. In fulfilling its responsibilities, the Settlement Administrator shall be responsible for, without limitation: (a) Any OTC consulting on and designing the notice to be disseminated to Class Members; (b) arranging for the publication of the Summary Notice and dissemination of Class Notice; (c) responding to requests from Class Counsel and/or Defense Counsel; and (d) otherwise assisting with administration of the Settlement. C. The Settlement Administrator also shall be responsible for, without limitation, the dissemination of Class Notice and implementing the terms of the claim process and related administrative activities that include communications with Class Members concerning the Settlement, claim process, and their options thereunder. In particular, the Settlement Administrator shall be responsible for: (a) printing, e-mailing, mailing or otherwise arranging for the mailing of the Class Notice in response to Class Members’ requests; (b) making any mailings required under the terms of this Agreement; (c) establishing the Settlement Website; (d) establishing a toll-free voice line to which Class Members may refer for information about the Action and the Settlement; (e) receiving and maintaining any Class Member who does not submit correspondence regarding requests for exclusion and objections to the Settlement; (f) forwarding inquiries from Class Members to Class Counsel or their designee for a valid proof response, if warranted; (g) establishing a post office box for the receipt of Claim Forms, exclusion requests, and any correspondence; (h) reviewing Claim Forms according to the review protocols agreed to by the Parties and standards set forth in this Agreement; and (i) otherwise implementing and/or assisting with the claim will not be entitled to receive any review process and payment of the proceeds from claims. D. The Settlement Administrator shall administer the Net Settlement Fund, but will otherwise be bound by all of in accordance with the terms of this Agreement and, without limiting the foregoing, shall: (a) treat any and the settlementall documents, including the terms of the Final Judgment communications and Order of Dismissal to be entered in the OTC Action other information and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted materials received in connection with the settlementadministration of the Settlement as confidential and shall not disclose any or all such documents, communications or other information to any person or entity except as provided for in this Agreement or by court order; and (b) receive Requests for Exclusion and provide to Class Counsel and Defense Counsel a copy thereof within three (3) business days of receipt. If the Settlement Administrator receives any Requests for Exclusion after the deadline for the submission of such forms and requests, the Settlement Administrator shall promptly provide Class Counsel and Defense Counsel with copies thereof and receive and maintain all correspondence from any Class Member regarding the Settlement. E. The Claim Form will be available for downloading and may be completed and submitted online at the Settlement Website, and, after entry of at Class Counsel’s option, the Claim Form will be available for downloading on Class Distribution Order, distribute Counsel’s websites. The Claim Form may also be requested by calling the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Plaintiffs’ Counsel shall have the right but not the obligation to advise the Claims Administrator to waive what OTC Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document toll-free number provided by the submission deadline, in Settlement Administrator or by writing to the interests of achieving substantial justiceSettlement Administrator. (c) For purposes of determining F. The Settlement Administrator shall use adequate and customary procedures and standards to determine whether a Claim Form meets the extent, if any, to which an OTC Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Plaintiffs’ Counsel and the Claims Administrator, requirements set forth in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in the Preliminary Approval Order, unless such period is extended by order of the Court. Any OTC Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Class Member is approved) but shall in all other respects be bound by all of the terms of this Agreement and to prevent the settlement, including the terms payment of the Final Judgment fraudulent claims and/or pay only valid and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claimseligible claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim Claim Form shall be submitted to and reviewed by the Claims Administrator Settlement Administrator, who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Settlement Administrator will review each approved proof of claim shall use all reasonable efforts and determinemeans to identify and reject duplicate and/or fraudulent claims, in accordance with the Plan of Distributionincluding, the amount without limitation, indexing all awards provided to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim;Class Members. (iv) Proofs of claim G. Claim Forms that do not meet the submission requirements may terms and conditions of this Agreement shall be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be promptly rejected has the right to a review by the Settlement Administrator. If The Settlement Administrator shall have forty-five (45) calendar days from the claimant so desires Effective Date to exercise the right of rejection. The Settlement Administrator shall notify the Class Member using the contact information provided in the Claim Form of the rejection, including via electronic mail. Class Counsel and complies Defense Counsel shall be provided with the requirements copies of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) all such notifications to Class Members. If any claimant whose claim Claim Form has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty fifteen (2015) business days after the date of mailing from receipt of the notice required in Paragraph 11(c)(iv)rejection, supra, serve upon transmit to the Claims Settlement Administrator by e-mail or U.S. mail a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection rejection, along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Plaintiffs’ Counsel shall thereafter present the request for and requesting further review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as in consultation with Class Counsel and Defense Counsel, of the case may bedenial of the claim. If Class Counsel and Defense Counsel cannot agree on a resolution of claimant’s notice contesting the rejection, the disputed claim shall be presented to the CourtCourt or a referee appointed by the Court for summary and non-appealable resolution. H. No person shall have any claim against Defendant, on notice to BarclaysDefense Counsel, Plaintiffs, Plaintiffs’ Counsel, for approval the Class, Class Counsel, and/or the Settlement Administrator based on any eligibility determinations, distributions, or awards made in accordance with this Agreement. This provision does not affect or limit in any way the right of review by the Court or referee of any disputed Claim Forms as provided in this Agreement. I. Class Counsel and Defense Counsel shall have the right to inspect the Claim Forms and supporting documentation received by the Settlement Administrator at any time upon reasonable notice. J. The Settlement Administrator may retain one or more persons to assist in the Class Distribution Order (as defined in Paragraph 2(h))completion of its responsibilities. (d) Each claimant K. The Settlement Administrator shall be deemed distribute benefits to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Class Members. All OTC eligible Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all pursuant to the deadlines set forth in this Agreement. L. If the Settlement is not approved or for any reason the Effective Date does not occur, no payments or distributions of any kind shall be made pursuant to this Agreement, except for the costs and expenses of the following have occurred: (i) All claims have been processed and evaluated by the Claims Settlement Administrator, and where requested by for which Plaintiffs and/or Plaintiffs’ Counsel are not responsible. M. If the Settlement Administrator and all claimants whose claims have been rejected fails to perform its duties, and/or makes a material or disallowedfraudulent misrepresentation to, or conceals requested material information from, Class Counsel, Defendant, and/or Defense Counsel, then the party to whom the misrepresentation is made shall, in whole or in partaddition to any other appropriate relief, have been notified and provided the opportunity right to demand that the Settlement Administrator immediately be heard concerning such rejection replaced. No party shall unreasonably withhold consent to remove the Settlement Administrator. The Parties will attempt to resolve any disputes regarding the retention or disallowance; (ii) All objections with respect dismissal of the Settlement Administrator in good faith, and, if they are unable to all rejected or disallowed claims have been resolved by do so, will refer the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Plaintiffs’ Counsel will apply matter to the Court for the Class Distribution Orderresolution.

ADMINISTRATION OF THE SETTLEMENT. (a) Any OTC Lender Class Member who does not submit a valid proof of claim will not be entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation to fund the settlement or cause it to be funded as detailed in this Agreement, Barclays shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Lender Plaintiffs’ Counsel shall have the right right, but not the obligation obligation, to advise the Claims Administrator to waive what OTC Lender Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC a Lender Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Lender Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Lender Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in by the Preliminary Approval OrderCourt, unless such period is extended by order of the Court. Any OTC Lender Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Lender Class Member is approved) ), but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereoncontained in the proof of claim form. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in for such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administratorrejection. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) If any claimant whose claim has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph 11(c)(iv), supra, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Lender Plaintiffs’ Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h2(g)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC a Lender Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Lender Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Lender Class Members. All OTC Lender Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by the Settlement Administrator and all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Lender Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. (a) Any OTC Lender Class Member who does not submit a valid proof of claim will not be entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation their respective obligations to fund their portion of the settlement or cause it to be funded as detailed in this Agreement, Barclays the Settling Defendant shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Lender Plaintiffs’ Counsel shall have the right right, but not the obligation obligation, to advise the Claims Administrator to waive what OTC Lender Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC a Lender Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Lender Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Lender Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in by the Preliminary Approval OrderCourt, unless such period is extended by order of the Court. Any OTC Lender Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Lender Class Member is approved) ), but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereoncontained in the proof of claim form. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in for such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administratorrejection. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) If any claimant whose claim has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph 11(c)(iv), supra, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Lender Plaintiffs’ Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to Barclays’ the Settling Defendant’s Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h2(g)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC a Lender Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays the Settling Defendant or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Lender Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Lender Class Members. All OTC Lender Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by the Settlement Administrator and all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Lender Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.

ADMINISTRATION OF THE SETTLEMENT. (a) Any OTC Lender Class Member who does not submit a valid proof of claim will not be entitled to receive any of the proceeds from the Net Settlement Fund, but will otherwise be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (b) The Claims Administrator shall process this settlement based upon proofs of claim submitted in connection with the settlement, and, after entry of the Class Distribution Order, distribute the Net Settlement Fund in accordance with the Class Distribution Order. Except for its obligation their respective obligations to fund their portion of the settlement or cause it to be funded as detailed in this Agreement, Barclays the Settling Defendants shall have no liability, obligation, or responsibility for the administration of the settlement or disbursement of the Net Settlement Fund. OTC Lender Plaintiffs’ Counsel shall have the right right, but not the obligation obligation, to advise the Claims Administrator to waive what OTC Lender Plaintiffs’ Counsel reasonably deems to be formal or technical defects in any proofs of claim submitted, including, without limitation, failure to submit a document by the submission deadline, in the interests of achieving substantial justice. (c) For purposes of determining the extent, if any, to which an OTC a Lender Class Member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply: (i) Each OTC Lender Class Member, at a time determined by the Court, shall be required to submit a proof of claim (as shall be approved by the Court) which, inter alia, releases all Released Claims against all Released Parties, is signed under penalty of perjury by an authorized Person, and is supported by such documents or proof as OTC Lender Plaintiffs’ Counsel and the Claims Administrator, in their discretion, may deem acceptable; (ii) All proofs of claim must be submitted by the date specified in by the Preliminary Approval OrderCourt, unless such period is extended by order of the Court. Any OTC Lender Class Member who fails to submit a proof of claim by such date shall be forever barred from receiving any payment pursuant to this Agreement (unless, by order of the Court, a later submitted proof of claim by such OTC Lender Class Member is approved) ), but shall in all other respects be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a proof of claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-first- class mail and addressed in accordance with the instructions thereoncontained in the proof of claim form. In all other cases, the proof of claim shall be deemed to have been submitted when actually received by the Claims Administrator; (iii) Each proof of claim shall be submitted to and reviewed by the Claims Administrator who shall determine whether the proof of claim is in accordance with this Agreement and any applicable orders of the Court, and the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to Paragraph 11(c)(v), infra. The Claims Administrator will review each approved proof of claim and determine, in accordance with the Plan of Distribution, the amount to be distributed to that claimant. The Released Parties shall not have any role in, or responsibility or liability to any Person for, the solicitation, review, or evaluation of proofs of claim; (iv) Proofs of claim that do not meet the submission requirements may be rejected. Prior to rejection of a proof of claim, the Claims Administrator shall communicate with the claimant in order to remedy the curable deficiencies in the proofs of claim submitted. The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose proofs of claim it proposes to reject, in whole or in part, setting forth the reasons therefor, and shall indicate in for such notice that the claimant whose claim is to be rejected has the right to a review by the Settlement Administratorrejection. If the claimant so desires and complies with the requirements of Paragraph 11(c)(v), infra, the claimant may seek review by the Court; (v) If any claimant whose claim has been rejected, in whole or in part, desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in Paragraph 11(c)(iv), supra, serve upon the Claims Administrator a notice and statement of reasons indicating the claimant’s grounds for contesting the rejection along with any supporting documentation. If a dispute concerning a claim cannot be otherwise resolved, OTC Lender Plaintiffs’ Counsel shall thereafter present the request for review to the Court; and (vi) The administrative determinations of the Claims Administrator accepting and rejecting claims, as modified by the Settlement Administrator, as the case may be, shall be presented to the Court, on notice to BarclaysSettling Defendants’ Counsel, for approval by the Court in the Class Distribution Order (as defined in Paragraph 2(h2(g)). (d) Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the claimant’s claim, and the claim will be subject to investigation and discovery pursuant to the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that claimant’s status as an OTC a Lender Class Member and the validity and amount of the claimant’s claim. No discovery shall be allowed to be directed to Barclays Settling Defendants or any of the Released Parties, and no discovery shall be allowed on the merits of the OTC Lender Action or settlement in connection with processing of the proofs of claim. (e) Payment pursuant to this Agreement and the Plan of Distribution shall be deemed final and conclusive against all OTC Lender Class Members. All OTC Lender Class Members whose claims are not approved shall be barred from any participation in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Agreement and the settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the OTC Lender Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. (f) All proceedings with respect to the administration, processing, and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court. (g) The Net Settlement Fund shall be distributed by the Claims Administrator to, or for the account of, Authorized Claimants, as the case may be, only after the Effective Date and after all of the following have occurred: (i) All claims have been processed and evaluated by the Claims Administrator, and where requested by the Settlement Administrator and all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii) All objections with respect to all rejected or disallowed claims have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; (iii) All matters with respect to the Fee and Expense Application have been resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired; and (iv) All fees and costs of administration have been paid. (h) OTC Lender Plaintiffs’ Counsel will apply to the Court for the Class Distribution Order.