Common use of Attorneys’ Fees and Expenses Clause in Contracts

Attorneys’ Fees and Expenses. 15. Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15Ford will pay Plaintiffs’ counsel reasonable attorneys’ fees, costs and expenses as approved by the Court, separate and apart from the consideration flowing to the Class, not to exceed a total of $8,856,500. Lead Counsel, Class Counsel will apply on behalf of all counsel for Plaintiffs to the Court for an award of attorneys’ fees and expenses to be paid by Ford of no more than this amount, covering all legal services provided by Plaintiffs’ Counsel, shall file counsel in the past and serve future to Plaintiffs and the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred Class Members in connection with their representation the Litigation, the Settlement of the Class. 16. The Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses Award shall be paid out implementation of the Settlement Fund. 17Agreement (the “Fee and Expense Application”), except for any fees awarded by Arbitrators pursuant to the Arbitration Program, which is separate from the requested attorneys’ fees and expenses identified here. The Attorneys’ Fees Court will determine what amount of fees and Expenses Award expenses shall be paid awarded and issue an Order stating the amount of fees and expenses to be awarded. The amount of fees to be awarded shall be determined by California law in effect on the date this agreement is executed. The parties expressly agree that any change in the law regarding attorneys’ fees, including entitlement it fees or timing of payment, shall not affect application of this provision. Lead Class Counsel from shall make all determinations regarding the Escrow Accountallocation of fees and expenses among Plaintiffs’ counsel. Should any counsel other than Lead Class Counsel petition the Court for an award of attorneys’ fees, within 5 costs, or expenses, Lead Class Counsel will oppose such petition. Ford shall not be required to pay any amounts of money to such counsel.. Any appeal of only the award of attorneys’ fees and costs will not affect the Parties and Claims Administrator’s obligations under the Order Granting Final Approval. This means that an appeal of only the attorneys’ fees and costs will not extend the Effective Date or otherwise delay implementation of any Settlement benefits. Within 14 business days after the date Effective Date of Settlement, Ford shall pay the District amount awarded by the Court enters the Attorneysfor attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in to Lead Class Counsel who shall distribute the appropriate amount, and interest thereon, in attorneys’ fees among all counsel at their discretion. Lead Class Counsel must provide Ford with a completed W-9 form for the event first payee of a reduction of such an award of attorneys’ fees and expenses. 18costs. Other than Pfizer’s payment Any order or proceedings relating to the Fee and Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Settlement Agreement, or affect or delay the finality of the Judgment approving this Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses ApplicationAgreement.

Attorneys’ Fees and Expenses. 15Ford shall pay Class Counsel reasonable attorneys’ fees and litigation expenses, separate and apart from the consideration provided to the Settlement Classes, in an amount awarded by the Court provided that the award does not exceed $16 million. Lead CounselClass Counsel shall apply to the Court for a total award of attorneys’ fees and expenses of no more than this amount, covering all legal services provided by, or under the authorization of, Class Counsel in the past and future to the Members of the Settlement Classes in connection with the Litigation, the Settlement, any appeal in connection with the Settlement, and implementation of the Settlement Agreement (the “Fee and Expense Application”). If limited to this amount, Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Class Counsel shall not accept any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. In addition, the majority of costs of Notice of Settlement and Claims Administration shall be paid by Xxxx. Class Counsel will pay the costs of the Software Update Notice. Class Counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of Plaintiffs’ Counsel, shall file Plaintiffs and serve the Attorneys’ Fees to execute and Expenses Application not later than forty (40) calendar days prior legally bind all Plaintiffs to the Final Approval Hearingthis Agreement. The Attorneys’ Fees Class Counsel further represent and Expenses Application may include a request by Plaintiffs for reimbursement warrant that no other attorney or law firm who has appeared on any document filed in this Litigation on behalf of their reasonable costs and expenses incurred in connection with their representation any of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out Plaintiffs or Members of the Settlement Fund. 17Classes in the Litigation, and no other attorney who has participated in the Litigation, has any claim for attorneys’ fees separate from those fees to be awarded to Class Counsel pursuant to this Settlement Agreement. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 Within ten business days after the date Effective Date of Settlement, Ford shall pay the District amount of attorneys’ fees and costs awarded by the Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related (subject to the Attorneyslimitations of this Section II.E) pursuant to the terms of this Settlement Agreement to Class Counsel. At least 21 days before payment, Class Counsel must provide Ford with a completed W-9 form for the payees to whom Xxxx should pay attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensescosts. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15(a) At the time set by the Court in the Preliminary Approval Order, Settlement Classes Counsel may apply for approval by the Court of an award of attorneys’ fees, expenses and costs (the “Fee and Expense Award”). Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve (Any request by Settlement Classes Counsel for an award by the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior Court to the Final Approval Hearing. Representative Plaintiffs shall also be made by that time.) The Attorneys’ Fees application for the Fee and Expenses Application may Expense Award will not include a request by Plaintiffs for reimbursement of their reasonable costs and any time or expenses incurred in connection with their representation the Xxxxxxxx State FX Case, which time and expenses are being addressed as set forth in, and pursuant to the terms and conditions of, Exhibit A attached hereto. Settlement Classes Counsel intend to apply for a Fee and Expense Award, which will include a request for fees not to exceed 27.5% of the Class. 16. The Attorneys’ Fees Gross Settlement Fund plus a pro rata share of all interest, dividends, and Expenses Award shall be paid out of other distributions and payments (less Tax Payments) accrued by the Settlement Fund, and a request for reimbursement of their expenses of litigation not to exceed $5,000,000. Defendants intend to take no position regarding such Fee and Expense Award application. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) The issues of any Fee and Expense Award, and/or any award to repay promptly the Representative Plaintiffs, are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Settlement Agreement and the settlement contemplated hereby. Any order relating solely to such fees and expenses in issue(s), or any request for further judicial review from any order(s) relating solely thereto or reversal or modification thereof, shall not operate to terminate the appropriate amountSettlement Agreement or affect or delay Final Settlement Approval. (c) If Final Settlement Approval has occurred, and interest thereona Fee and Expense Award has been approved by the Court but remains the subject of pending or potential appeals or further judicial review, in Settlement Classes Counsel may at their discretion seek authority from the event of a reduction Court to pay all or part of such an award of fees approved Fee and expensesExpense Award from the Gross Settlement Fund notwithstanding such pending or potential appeals or further judicial review regarding the Fee and Expense Award. Defendants intend to take no position regarding any such request. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 151. Prior to the deadline for objections to the Settlement pursuant to Section II.C, Co-Lead Counsel, Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses incurred on behalf of the Plaintiffs. All Attorneys’ CounselFees and Expenses and any interest due any counsel (to the extent any interest is awarded) shall be payable solely out of the Settlement Fund in such amounts as the Court orders. No Settling Defendant nor any Released Party has any liability or responsibility for fees, costs, expenses, or interest, including without limitation attorneys’ fees, costs, expenses, expert fees and costs or administrative fees or costs. 2. Xxxxxx Counsel may apply separately to the Court for attorneys’ fees and reimbursement of expenses (Xxxxxx Counsel Fees). If awarded, all Xxxxxx Counsel Fees and any interest due thereon shall file and serve be payable solely out of the Settlement Fund separately from the Attorneys’ Fees and Expenses Application not later than forty to Class Counsel. No Settling Defendant, no Class Counsel, nor any Released Party has any liability or responsibility for any Xxxxxx Counsel Fees or interest. 3. Upon the Effective Date, Class Counsel, Xxxxxx Counsel and Named Plaintiffs, individually and on behalf of the Class and each individual Class Member, hereby irrevocably and unconditionally release, acquit, and forever discharge any claim that they may have against the Settling Defendants or any Released Party for Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees or costs associated with this Action or Class Counsel’s or Xxxxxx Counsel’s representation of Named Plaintiffs and/or the Class. 4. All Attorneys’ Fees and Expenses, Xxxxxx Counsel Fees, and any interest due any counsel (40to the extent any interest is awarded) calendar days for the Plaintiffs shall be payable solely out of the Settlement Fund and may be deducted from the Settlement Fund prior to the Final Approval Hearing. The distribution to Class Members, but only on or after entry of an order by the Court approving any Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs or Xxxxxx Counsel Fees and expenses incurred in connection with their representation of only on or after the Class. 16Effective Date. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to undersigned Co-Lead Class Counsel may withdraw from the Escrow Account, within 5 business days after Account and allocate amongst counsel for the date the District Court enters Plaintiffs the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections so awarded. 5. Settling Defendants will not comment on or appeals related to the oppose Class Counsel’s request for Attorneys’ Fees and Expenses Award, so long as the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such request for fees with Plaintiffs’ Counsel, but shall be obligated and liable is no greater than $81,125,000 (aapproximately 19.54%) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the $415 million Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensesFund. 186. Other than Pfizer’s payment Xxxxxx Counsel will request Xxxxxx Counsel Fees in an amount not to exceed $4,525,000 (approximately 1.09%) of the $415 million Settlement Amount, Fund. Settling Defendants shall bear no expenses, costs, damages, fees, and Class Counsel retain the right to comment on or taxes alleged or incurred by oppose any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Applicationapplication for Xxxxxx Counsel Fees.

Attorneys’ Fees and Expenses. 1569. Lead CounselDefendant agrees that Class Counsel may seek an award of attorneys’ fees, on behalf costs, and expenses in this action, subject to Court approval. Class Counsel will request an award of Plaintiffsattorneys’ Counsel, shall file fees and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable litigation costs and expenses incurred in connection with their representation not to exceed not to exceed twenty-five percent (25%) of the Class. 16Settlement Fund, or Three Hundred Forty-Three Thousand Seven Hundred Fifty Dollars ($343,750.00) (collectively, the “Fee and Expense Award”). Class Counsel asserts that the Fee and Expense Award represents fair compensation to Class Counsel for the risks they undertook in commencing and prosecuting the Litigation on a contingency basis, and for the benefits obtained for and conferred upon Plaintiffs and the Settlement Class through prosecution of the Litigation and negotiation of the Settlement. The Attorneys’ Fees Fee and Expenses Expense Award paid to Class Counsel shall be paid exclusively out of the Settlement Fund. 1770. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 Within ten (10) business days of the later of (i) the Effective Date, (ii) a final order approving Class Counsel’s Fee and Expense Award, or (iii) after the date time for seeking rehearing, appellate or other review of the District Court enters the Attorneys’ Fees Fee and Expenses Expense Award, irrespective of or (iv) Defendant’s payment into the existence of any objections or appeals related to the Attorneys’ Fees and Expenses AwardQualified Settlement Fund as contemplated in Paragraph 40, the Settlement itself or Administrator shall pay to MASTANDO & XXXXXX the Plan of Allocation. Lead Counsel shall be permitted to share such fees with PlaintiffsCourt-approved attorneys’ Counselfees, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in fullcosts, and with interest thereon, in expenses. In the event that (i) any the amount of the conditions set forth in paragraph 1(n) herein are not satisfied or in Fee and Expense Award awarded by the event of a reversal of such an award or (ii) Court is reduced on appeal, the Settlement is terminated, Administrator shall pay only the reduced amount of the Fee and (b) to repay promptly such fees and expenses in Expense Award awarded by the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18Court. Other than Pfizer’s The payment of the Fee and Expense Award awarded by the Court shall be made through a wired deposit by the Settlement AmountAdministrator into the attorney client trust account for MASTANDO & XXXXXX. After the Settlement Administrator has distributed the Fee and Expense Award, Defendants Class Counsel shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by solely be responsible for allocating the Fee and Expense Award to any member counsel that contributed to the prosecution and/or settlement of the Class, Litigation. 71. The finality or by any of their attorneys, experts, advisors, agents, or representatives. Court approval effectiveness of the Settlement is and this Agreement will not in any way conditioned be dependent on Court approval of Plaintiffs’ the allocation of recovery amounts among various Claimants or Court approval and distribution of the Attorneys’ Fees Fee and Expenses ApplicationExpense Award among counsel that contributed to the prosecution and/or settlement of the Litigation. Any disputes regarding the allocation and distribution of the Fee and Expense Award will be handled by and among Class Counsel and any counsel that contributed to the prosecution and/or settlement of the Litigation. 72. In the event the Court declines to approve, in whole or in part, the payment of the Fee and Expense Award that Class Counsel requests, the remaining provisions of this Agreement shall remain in full force and effect. No order of the Court, or modification or reversal or appeal of any order of the Court, concerning the Fee and Expense Award shall constitute grounds for cancellation or termination of this Agreement.

Attorneys’ Fees and Expenses. 1567. Lead CounselDefendant agrees that Class Counsel may seek an award of attorneys’ fees, costs, and expenses in this action, subject to Court approval. Class Counsel will request an award of attorneys’ fees not to exceed thirty-three percent (33.3%) of the Settlement Fund and reimbursement of litigation costs and expenses not to exceed Fifty Thousand Dollars and No Cents ($50,000.00) (collectively, the “Fee and Expense Award”). Class Counsel asserts that the Fee and Expense Award represents fair compensation to Class Counsel for the risks they undertook in commencing and prosecuting the Litigation on behalf a contingency basis, and for the benefits obtained for and conferred upon Plaintiffs and the Settlement Class through prosecution of Plaintiffsthe Litigation and negotiation of the Settlement. Class Counsel agrees not to seek more than thirty-three percent (33.3%) of the Settlement Fund for attorneys’ Counsel, shall file fees and serve the Attorneys’ Fees not to seek more than Fifty Thousand Dollars and Expenses Application not later than forty No Cents (40$50,000.00) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable litigation costs and expenses incurred in connection with their representation of the Class. 16expenses. The Attorneys’ Fees Fee and Expenses Expense Award paid to Class Counsel shall be paid exclusively out of the Settlement Fund. 1768. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 Within ten (10) business days of the later of (i) the Effective Date, (ii) a final order approving Class Counsel’s Fee and Expense Award, or (iii) after the date the District Court enters the Attorneys’ Fees and Expenses Awardtime for seeking rehearing, irrespective appellate or other review of the existence of any objections or appeals related to the Attorneys’ Fees Fee and Expenses Expense Award, the Settlement itself or Administrator shall pay to the Plan of Allocation. Lead Counsel shall be permitted to share such fees with PlaintiffsXxxxxx & Xxxxxx Complex Litigation Group all Court-approved attorneys’ Counselfees, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in fullcosts, and with interest thereon, in expenses. In the event that (i) any the amount of the conditions set forth in paragraph 1(n) herein are not satisfied or in Fee and Expense Award awarded by the event of a reversal of such an award or (ii) Court is reduced on appeal, the Settlement is terminated, Administrator shall pay only the reduced amount of the Fee and (b) to repay promptly such fees and expenses in Expense Award awarded by the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18Court. Other than Pfizer’s The payment of the Fee and Expense Award awarded by the Court shall be made through a wired deposit by the Settlement AmountAdministrator into the attorney client trust account for the Xxxxxx & Xxxxxx Complex Litigation Group. After the Settlement Administrator has distributed the Fee and Expense Award to the Xxxxxx & Xxxxxx Complex Litigation Group, Defendants Class Counsel shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by solely be responsible for allocating the Fee and Expense Award to any member counsel that contributed to the prosecution and/or settlement of the Class, Litigation. 69. The finality or by any of their attorneys, experts, advisors, agents, or representatives. Court approval effectiveness of the Settlement is and this Agreement will not in any way conditioned be dependent on Court approval of Plaintiffs’ the allocation of recovery amounts among various Claimants or Court approval and distribution of the Attorneys’ Fees Fee and Expenses ApplicationExpense Award among counsel that contributed to the prosecution and/or settlement of the Litigation. Any disputes regarding the allocation and distribution of the Fee and Expense Award will be handled by and among Class Counsel and any counsel that contributed to the prosecution and/or settlement of the Litigation. 70. In the event the Court declines to approve, in whole or in part, the payment of the Fee and Expense Award that Class Counsel requests, the remaining provisions of this Agreement shall remain in full force and effect. No order of the Court, or modification or reversal or appeal of any order of the Court, concerning the Fee and Expense Award shall constitute grounds for cancellation or termination of this Agreement.

Attorneys’ Fees and Expenses. 15Xxxx has agreed to pay to Plaintiffs’ counsel reasonable attorneys’ fees and expenses, separate and apart from the consideration flowing to the Settlement Class, of up to $12,800,000 in fees and $1,250,000 in expenses. Named Plaintiffs’ Lead Counsel, Counsel will apply on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior counsel to the Final Approval Hearing. The AttorneysCourt for an award of attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs fees and expenses incurred of no more than this amount, covering all legal services provided by Plaintiffs’ counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with their representation the Litigation, the Settlement of the Class. 16. The Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses Award shall be paid out implementation of the Settlement Fund. 17Agreement (the “Fee and Expense Application”). Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Plaintiffs’ counsel may not be awarded, and shall not accept, any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. Pursuant to the Order Regarding Management of Timekeeping, Attorneys’ Fees Fees, and Expenses Award Costs Reimbursement Issues, Class Counsel shall resolve all issues regarding the allocation of fees and expenses among themselves. Should any counsel other than Named Plaintiffs’ Lead Counsel petition the Court for an award of attorneys’ fees, costs, or expenses, Class Counsel and Xxxx and their counsel shall cooperate in opposing any such petition. Neither Class Counsel nor Ford shall be paid required to Lead Counsel pay any amounts of money to such counsel. Given their duty to the Class and their commitment to secure approval and implementation of the class settlement, the undersigned Plaintiffs’ counsel acknowledge that, if they seek to recover attorneys’ fees as part of this Settlement, they are ethically prohibited from having any financial interest in a matter, based upon the Escrow Account6.0L engine in a Class Vehicle, within 5 involving a person or entity who opts out of this Settlement to pursue an individual lawsuit against Xxxx. The undersigned Plaintiffs’ counsel further acknowledge that they will advise all Plaintiffs’ counsel seeking attorneys’ fees of the foregoing ethical prohibition. Within ten business days after the date Effective Date of Settlement, Ford shall pay the District amount awarded by the Court enters the Attorneysfor attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in to Named Plaintiffs’ Lead Counsel. Named Plaintiffs’ Lead Counsel must provide Ford with a completed W-9 form for the appropriate amount, and interest thereon, in the event first payee of a reduction of such an award of attorneys’ fees and expenses. 18costs. Other than Pfizer’s payment Any order or proceedings relating to the Fee and Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the finality of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of Judgment approving this Agreement and the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses ApplicationSettlement.

Attorneys’ Fees and Expenses. 1575. Lead Counsel, on behalf of Plaintiffs will move the Court to order that Plaintiffs’ Counselcounsel be awarded from the Settlement Amount attorneys fees in a total amount of no more than six million dollars ($6,000,000.00) and reimbursement of expenses (other than Plaintiffs’ Share of Notice Costs) in a total amount of no more than twenty-five thousand dollars ($25,000.00) (together, shall file and serve “Attorneys Parties have no obligation to pay any monies other than the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval HearingSettlement Amount. 76. The Attorneys’ approval, payment and allocation of Attorneys Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid with, relating to, or arising out of the Agreement and the Settlement, to any Person is a matter separate and apart from the Settlement Fund. 17between the Parties. The Attorneysapplication by Plaintiffs’ counsel for Attorneys Fees is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, adequacy, and Expenses Award good faith of the Settlement. Any award of Attorneys Fees shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are an order separate from the Bar Order and Judgment such that any appeal of any Attorneys Fees award shall not satisfied or in constitute an appeal of the Bar Order and Judgment and any appeal of the Bar Order and Judgment shall not constitute an appeal of any Attorneys Fees award. 77. In the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not terminated, but any award of Attorneys Fees is reversed or modified (whether by the Court, on appeal, or otherwise), then Plaintiffs’ counsel shall comply with any Court orders regarding return of any such award (if it has already been paid) to be paid to the Receiver for distribution pursuant to the Distribution Plan the portion of Attorneys Fees consistent with such reversal or modification, together with any interest actually earned thereon. Kroll has no interest in any way conditioned such fees, or any involvement in how they would be returned or distributed. 78. Any decision or matter concerning such Attorneys Fees shall not affect the validity or finality of this Agreement or the Settlement. Plaintiffs may not cancel or terminate this Agreement or the Settlement, and this Agreement and the Settlement shall not be impugned or denied recognition or enforcement, based on Court approval anything relating to or concerning Attorneys Fees. 79. Kroll and the Kroll Released Parties shall not have any responsibility, obligation, or liability whatsoever with respect to Attorneys Fees. Notwithstanding anything to the contrary, in this Agreement or otherwise, Kroll and the Kroll Released Parties shall have no obligation to pay or reimburse any Attorneys Fees incurred by or on behalf of Plaintiffs’ allocation any Plaintiff or Plaintiffs Release Party, or any representative, trustee, or subrogee of recovery amounts among various Claimants any Plaintiff or Court approval of the Attorneys’ Fees and Expenses ApplicationPlaintiffs Release Party.

Attorneys’ Fees and Expenses. 1521 54. Lead Counsel, on behalf of Plaintiffs’ Plaintiff’s Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior will apply to the Final Approval Hearing. The AttorneysCourt for an award 22 from the Settlement Fund of attorneys’ Fees fees and Expenses Application may include a request by Plaintiffs for reimbursement payment of their reasonable costs and litigation expenses incurred in connection 23 prosecuting the Action, including any earnings on such amounts at the same rate and for the same 24 periods as earned by the Settlement Fund. Defendants shall take no position with their representation respect to the Fee 25 and Expense Application as long as the amount sought is consistent with Ninth Circuit guidelines. 26 55. The amount of attorneys’ fees and expenses awarded by the Court is within the sole 27 discretion of the Class. 16Court. The AttorneysAny attorneys’ Fees fees and Expenses Award expenses awarded by the Court shall be paid out of from 28 the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid Fund to Lead Counsel from immediately after entry of the Escrow Accountorder awarding such attorneys’ 1 fees and expenses, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of notwithstanding the existence of any timely filed objections thereto or appeals related to the Attorneys’ Fees 2 Settlement, or potential for appeal therefrom, or collateral attack on the Fee and Expenses AwardExpense 3 Application, the Settlement itself Settlement, or the Plan of Allocationany part thereof. Lead Counsel shall be permitted to share such fees with Plaintiffsallocate any Court- awarded 4 attorneys’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in among Plaintiff’s Counsel. 5 56. Any payment of attorneys’ fees and expenses pursuant to ¶¶ 54-55 above shall be 6 subject to Lead Counsel’s obligation to make refunds or repayments to the Settlement Fund of any 7 paid amounts, plus accrued earnings at the same net rate as is earned by the Settlement Fund, if the 8 Settlement is terminated pursuant to the terms of this Stipulation or fails to become effective for 9 any reason, or if, as a result of any appeal or further proceedings on remand or successful collateral 10 attack, the award of attorneys’ fees and/or expenses is reduced or reversed by Final non-appealable 11 court order. Lead Counsel shall make the appropriate amount, and interest thereon, refund or repayment in full no later than 12 fifteen (15) business days after receiving notice of the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment termination of the Settlement Amountpursuant to 13 this Stipulation, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member notice from a court of appropriate jurisdiction of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval disapproval of the Settlement is not 14 by Final non-appealable court order, or notice of any reduction or reversal of the award of attorneys’ 15 fees and/or expenses by Final non-appealable court order. 16 57. With the sole exception of Defendants’ obligation to pay the Settlement Amount 17 into the Escrow Account as provided for in ¶ 47, the Released Defendant Parties shall have no 18 responsibility for, and no liability whatsoever with respect to, any way conditioned on Court approval of Plaintiffs’ payment whatsoever to Plaintiff’s 19 Counsel in the Action that may occur at any time. 20 58. The Released Defendant Parties shall have no responsibility for, and no liability 21 whatsoever with respect to, any allocation of recovery amounts any attorneys’ fees or expenses among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.Plaintiff’s

Attorneys’ Fees and Expenses. 3.5.1 On or before twenty-eight (28) days prior to the Response Deadline, Class Counsel may apply to the Court for an award of Attorneys’ Fees and Expenses to be paid from the Settlement Fund. Class Counsel will apply for an award of Attorneys’ Fees and Expenses not to exceed their lodestar as of the date of the application and costs actually expended in the litigation of the Action. Nationstar agrees not to oppose this request provided that the amount requested does not exceed $1,300,000. If the motion for Attorneys’ Fees and Costs is approved, then within fifteen (15) days of the Effective Date, the Settlement Administrator shall pay to Tycko & Zavareei LLP the amount approved by the Court. Lead CounselHowever, on behalf of Plaintiffs’ Counsel, the Settlement Administrator shall file and serve have no obligation to pay the Attorneys’ Fees and Expenses Application until it receives the Form W-9 (or Form W-9s, as applicable) and payment instructions from Tycko & Zavareei LLP. If the Settlement Administrator has not later than forty received the Form W-9 (40or Forms W-9, as applicable) calendar and payment instructions within fifteen (15) days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of Effective Date, then the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters Administrator must pay forward the Attorneys’ Fees and Expenses Award, irrespective to Tycko & Zavareei LLP within ten business days of the existence of any objections Form W-9 (or appeals related to the Attorneys’ Fees Forms W-9, as applicable) and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel payment instructions. 3.5.2 Tycko & Zavareei LLP shall be permitted solely responsible for paying any monies due to share such fees with Plaintiffs’ Counsel, but shall be obligated any and liable (a) to repay promptly the Attorneys’ Fees all other counsel for Plaintiff and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval out of the Attorneys’ Fees and Expenses Applicationapproved by the Court. Nationstar shall not be liable for any claims ensuing from the distribution of the Attorneys’ Fees and Expenses. 3.5.3 Class Counsel and the Class Representative expressly disclaim any right to recover attorneys’ fees and costs in the Action in excess of the amount awarded by the Court from any person or entity. Class Counsel and the Class Representative agree that the amounts of such Attorneys’ Fees and Expenses awarded shall compensate them for all legal work in the Action up to and including the Effective Date, as well as for all legal work and costs that may be incurred in the Action after the Effective Date. 3.5.4 This Settlement is not conditioned upon the Court awarding the amounts sought by Class Counsel as an award of Attorneys’ Fees and Expenses. If the amount awarded by the Court is less than what was sought by Class Counsel, the remaining provisions of this Settlement Agreement shall be binding and effective.

Attorneys’ Fees and Expenses. 151. Lead Counsel, on behalf Plaintiff’s counsel will apply to the Court for an Attorneys’ Fees and Expenses Award to be paid out of Plaintiffs’ Counsel, shall file and serve the Cash Settlement Account. Immediately after the Court enters an order approving the Attorneys’ Fees and Expenses Application Award, Lead Plaintiff’s counsel may withdraw the Court-awarded attorneys’ fees and expenses from the Cash Settlement Account, provided that they provide to PwC, in a form acceptable to PwC, an undertaking (as that term is used in Del. Gen. Corp. Law § 145(e)) jointly and severally from Labaton Sucharow LLP and Xxxx Xxxxxx & Parks LLP securing the repayment of any attorneys’ fees and expenses plus interest at the same rate as earned by the Cash Settlement Account for such periods, in the event the Effective Date does not later than forty (40) calendar days prior to occur or the Final Approval Hearing. The amount of the Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation Award is reduced on appeal. PwC’s consent to the form of the Class. 16undertaking will not be unreasonably withheld. After the Attorneys’ Fees and Expenses Award is final, the requirement for any undertaking shall expire. The apportionment and distribution among Lead Plaintiff’s counsel of the Attorneys’ Fees and Expenses Award shall be paid out within the sole discretion of Lead Plaintiff’s counsel, subject to the Settlement Fundcontinuing jurisdiction of this Court over any fee disputes. 172. The Attorneys’ Fees If this Agreement is terminated and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full(or any portion thereof) has been paid, and with interest thereonthen Lead Plaintiff’s counsel shall, in the event that within fifteen (i15) any business days following receipt of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal notice of such an award or (ii) termination, return to the Cash Settlement Account the amount they received, plus interest on such amount at the same rate as is terminated, and (b) to repay promptly such fees and expenses in earned by the appropriate amount, and interest thereon, in Cash Settlement Account from the event of a reduction date of such an award counsel’s receipt to the date of fees and expensesrepayment to the Cash Settlement Account. 183. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of If the Attorneys’ Fees and Expenses ApplicationAward is reduced and the Attorneys’ Fees and Expenses Award (or any portion thereof) has been paid, then Lead Plaintiff’s counsel shall within fifteen (15) business days following receipt of notice of such reduction, return to the Cash Settlement Account the difference between the Attorneys’ Fees and Expenses Award and the reduced amount, plus interest on such difference at the same rate as is earned by the Cash Settlement Account from the date of such counsel’s receipt to the date of repayment to the Cash Settlement Account. 4. Any Lead Plaintiff’s counsel’s attorneys’ fees or expenses relating to the Action shall be payable solely from the Cash Settlement Account. The Released Persons shall have no other or further obligation to pay any Class Member or Lead Plaintiff’s counsel for fees or expenses in connection with the Action or this Agreement, except as expressly provided for in this Agreement.

Attorneys’ Fees and Expenses. 155.1. Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior After agreeing to the Final Approval Hearing. The Attorneys’ Fees settlement consideration set forth in Section 2 above, Plaintiffs' Counsel and Expenses Application may include a request by Plaintiffs for reimbursement Defendants' Counsel negotiated the amount of their reasonable costs attorneys' fees and expenses incurred in connection with their representation of (“the Class. 16. The Attorneys’ Fees Fee and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall Expense Amount”) that, subject to Court approval, would be paid to Lead Plaintiffs' Counsel. As a result of the negotiations, the Company has agreed to pay, or cause to be paid, to Plaintiffs' Counsel from not more than $10,000,000 for their fees and $450,000 for their expenses, subject to Court approval, which the Escrow AccountCompany and Defendants agree not to oppose or cause any other person to oppose. 5.2. Pursuant to the Court-approved Fee and Expense Amount, and provided that Plaintiffs' Counsel have provided to counsel for the Company the required IRS Forms and all necessary wire transfer instructions, the Company shall pay or shall cause to be paid the Fee and Expense Amount in the amounts awarded by the Court within 5 ten (10) business days after the date Court executes an order approving the District Court enters the Attorneys’ Fees Fee and Expenses AwardExpense Amount, irrespective of notwithstanding the existence of any timely filed objections thereto, or appeals related the potential for appeal therefrom, or collateral attack on the Settlement or any part thereof. Plaintiffs' Counsel agree that acceptance of payment of the Fee and Expense Amount is subject to their obligation (including the obligations of any other person or counsel who is allocated any portion of the Fee and Expense Amount) to make repayment in full with interest computed based on the 30 Day Treasury Rate to the Attorneys’ Fees and Expenses Award, Company within ten (10) business days after receiving from counsel for the Company or a court of appropriate jurisdiction notice of the termination of the Settlement itself or notice that the Plan Fee and Expense Amount is reduced or reversed for any reason. Plaintiffs' Counsel agree that they remain subject to the continuing jurisdiction of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) the Court for the purpose of enforcing their obligation to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such attorneys' fees and expenses as provided in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensesthis paragraph. 185.3. Other than Pfizer’s payment The Fee and Expense Amount is not a necessary term of this Stipulation and is not a condition of this Stipulation. 5.4. Neither Plaintiffs nor Plaintiffs' Counsel may cancel or terminate the Stipulation or the Settlement based on this Court's or any appellate court's ruling with respect to any Fee and Expense Amount. 5.5. The Released Defendant Parties shall have no responsibility for or liability with respect to the allocation of the Settlement Amount, Defendants Fee and Expense Amount among Plaintiffs' Counsel and/or any other person or counsel who may assert some claim thereto. The Released Defendant Parties shall bear have no expenses, costs, damages, fees, responsibility or taxes alleged liability for any other fees or incurred expenses claimed by any member of other person or counsel in connection with the Class, or matters being settled by this Stipulation. The Released Defendant Parties shall take no position with respect to how any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees Fee and Expenses ApplicationExpense Amount should be otherwise allocated.

Attorneys’ Fees and Expenses. 1513. Lead Counsel, on behalf of Plaintiffs’ Counsel, Counsel shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior contemporaneously with their request to approve this Settlement Agreement, and the Final Approval HearingSettlement embodied herein, as fair, reasonable and adequate and in the best interest of the Class and if approved, to enter the Judgment. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 1614. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. The procedure for and the allowance or disallowance of the Attorneys’ Fees and Expenses Application, or the amounts requested by Plaintiffs, are not the subject of any agreement between the Parties other than what is set forth in the Settlement, and shall have no effect on the terms of the Stipulation or on the validity or enforceability of this Settlement. 1715. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 five (5) business days after the date the District Court enters entry of the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n1(o) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 1816. Other than Pfizer’s payment of the Settlement Amount, Pfizer and Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Award. Pfizer and Defendants shall not oppose the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 1537. Lead CounselPlaintiffs’ Counsel will apply to the Court for a collective award of attorneys’ fees to Plaintiffs’ Counsel which shall be no greater than the amount set forth in the Notice attached hereto as Exhibit B (the “Fee Application”). Plaintiffs’ Counsel also will apply to the Court for reimbursement of litigation expenses paid or incurred by Plaintiffs’ Counsel or advanced by Plaintiffs (the “Expense Reimbursement Application”). As of the execution of this Stipulation, the Parties have not discussed the amount of any application by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses. Stipulating Defendants reserve all rights and all grounds to object to, oppose, consent to, or take no position on behalf the amount of fees and expenses sought by Plaintiffs’ Counsel in the Fee Application and the Expense Reimbursement Application. 38. Plaintiffs’ Counsel will make no other application for an award of attorneys’ fees or expenses other than the Fee Application or the Expense Reimbursement Application. None of Plaintiffs, nor Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearingmake, or assist any other counsel in making, any application for an award of fees or expenses in any other jurisdiction. 39. The Attorneys’ Fees Parties acknowledge and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs agree that any fees and expenses incurred in connection with their representation of awarded by the Class. 16. The AttorneysCourt to Plaintiffs’ Fees Counsel (the “Fee and Expenses Award Expense Award”) shall be paid by MCC or its successor and shall not be paid out of the Class Payment or Settlement Fund. In the event that the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, whether on appeal, further proceedings on remand, successful collateral attack or otherwise, then Plaintiffs’ Counsel shall, within ten (10) business days after Plaintiffs’ Counsel receives notice of any such disapproval, reduction, reversal or other modification, return to MCC or its successor the difference between the attorneys’ fees and expenses awarded by the Court in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand or otherwise, on the other hand. 1740. The Attorneysdisposition of the Fee Application and the Expense Reimbursement Application are not material terms of this Stipulation, and it is not a condition of this Stipulation that such applications be granted. The Parties acknowledge that the Fee Application and the Expense Reimbursement Application may be considered separately from this Stipulation. Any disapproval or modification of the Fee Application and/or the Expense Reimbursement Application by the Court or on appeal shall not affect or delay the enforceability of this Stipulation. Final resolution of the Fee Application and/or the Expense Reimbursement Application shall not be a condition to the dismissal, with prejudice, of the Action or to the effectiveness of the Releases. 41. Plaintiffs’ Fees and Expenses Award Counsel warrant that no portion of any award of attorneys’ fees or expenses shall be paid to Lead any Plaintiff or any Class Member, except as approved by the Court. Plaintiffs’ Counsel from shall allocate the Escrow AccountFee and Expense Award among themselves in a manner which they, within 5 business days after in good faith, believe reflects the date contributions of such counsel to the District Court enters the Attorneys’ Fees prosecution and Expenses Award, irrespective settlement of the existence Action. Defendants and the Released Defendant Parties shall have no input into or responsibility for the allocation by Plaintiffs’ Counsel of the Fee and Expense Award or for the payment of any objections fees or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of Counsel other than the Attorneys’ Fees Fee and Expenses ApplicationExpense Award.

Attorneys’ Fees and Expenses. 15. Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve the 15.1.1 Any application for Attorneys’ Fees and Expenses Application not later than forty shall be filed within thirty (4030) calendar days prior of entry of the Preliminary Approval Order. 15.1.2 Discover will not object to the Final Approval Hearing. The Class Counsel seeking an award of Attorneys’ Fees and Expenses Application as allowed by this Agreement; however, Discover may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of challenge the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval amount of the Attorneys’ Fees and Expenses Applicationsought. Class Counsel agree that the amounts of Attorneys’ Fees and Expenses awarded shall compensate them for all legal work and costs in the Action up to and including the date of Final Judgment, including any appeal of the Judgment, as well as for all legal work and costs that may be incurred in the Action after the date of Final Judgment. The Settlement shall not be contingent on the Court awarding or failing to award Attorneys’ Fees and Expenses in any amount. 15.1.3 The procedure for and the grant or denial or disallowance by the Court of the application for Attorneys’ Fees and Expenses is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of the Settlement, and any order or proceedings relating to the applications for Attorneys’ Fees and Expenses or any appeal from any order relating thereto or reversal or modification thereof will not operate to terminate or cancel this Agreement. 15.1.4 Within fourteen (14) days after the Effective Date or entry of an order approving the application for Attorneys’ Fees and Expenses (whichever is later), Discover shall make payment of the Attorneys’ Fees and Expenses awarded by the Court to the Settlement Administrator, to be distributed pursuant to wire instructions in writing from Class Counsel. In accepting this payment, the Class Representatives and Class Counsel, on behalf of themselves and all Settlement Class Members, acknowledge that the payment and method of payment under this Agreement are in full satisfaction of any and all claims, rights and demands that Class Counsel, the Class Representatives or the Settlement Class had, have or may claim to have in the future for attorneys’ fees, costs, expenses or any other payment in connection with this Action or this Agreement, up to the date of Final Judgment. Discover shall have no responsibility for allocation or distribution of the award among Class Counsel. 15.1.5 A Form 1099 for this payment will be filed. Class Counsel shall cooperate with the Settlement Administrator to provide all information necessary to process the payment including completing any requested tax forms (e.g., IRS Form W-9 and applicable tax identification numbers). The Settlement Administrator and Discover shall have no responsibility for, and no liability whatsoever with respect to, any tax obligations or any allocation among the Class Representatives and Class Counsel, and/or any other person who may assert some claim thereto, of any award, payment or credit issued or made in this Action or pursuant to this Agreement, including but not limited to any award or payment pursuant to this Section 15. Class Counsel and the Class Representatives shall alone be responsible for the reporting and payment of any federal, state and/or local income or other form of tax on any payment made pursuant to this Section 15. No Party shall be deemed the prevailing party for any other purposes of the Action.

Attorneys’ Fees and Expenses. 15. Lead CounselBorrower shall appear in and defend any action or proceeding purporting to affect the security interests granted to Lenders under any of the Loan Documents, including, without limitation, the Security Documents, the security interests granted to Borrower under any of the Pledged Asset Documents, the rights and powers of Administrative Agent, on behalf of Plaintiffs’ CounselLenders, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) under any of the conditions set forth in paragraph 1(n) herein are not satisfied or in Loan Documents and/or the event rights and powers of a reversal Borrower under any of such an award or (ii) the Settlement is terminatedPledged Asset Documents, and Borrower (bin addition to reasonable attorneys’ fees and expenses to be paid by Borrower otherwise pursuant to this Agreement or the other Loan Documents) shall pay all of Administrative Agent’s and up to repay promptly such one Lender’s reasonable attorneys’ fees and expenses in connection with the appropriate amountenforcement of this Agreement and the other Loan Documents, the collection of all amounts payable hereunder and thereunder, the enforcement of the Pledged Asset Documents and the collection of all amounts thereunder. In case of any Default under this Agreement or any of the other Loan Documents, or if any action or proceeding is commenced in which it becomes necessary to defend or uphold the Lien or priority of any of the Security Documents, the other Loan Documents or any Pledged Asset Documents, or which materially and adversely affects Borrower’s or the Lenders’ interests in the Underlying Collateral or any part thereof, including, but not limited to, proceedings of any nature affecting the Underlying Collateral or involving the bankruptcy, insolvency, arrangement, reorganization or other form of debtor relief with respect to Borrower, any Guarantor, any Underlying Borrower or any Affiliate of any thereof or relating to a decedent, then Administrative Agent may, but without obligation to do so, and without releasing Borrower or any Guarantor from any obligation hereunder or under the other Loan Documents, make such appearances, disburse such reasonable sums and take such action as Administrative Agent deems necessary or appropriate to protect the Lenders’ interest thereonin the Collateral and/or Borrower’s interest in the Underlying Collateral. All reasonable costs incurred by Administrative Agent and up to one Lender, including reasonable attorneys’ fees and disbursements, in taking any action described above shall be paid by Borrower within thirty (30) days of demand therefor, and in the event the same are not paid within such thirty (30) day period there shall also be payable interest thereon at the Default Rate from the date paid by Administrative Agent through the date of a reduction repayment by Borrower. All such costs incurred by Administrative Agent and/or such Lender shall be deemed to constitute protective advances evidenced by the Note and secured by the Loan Documents. In addition to, and without limiting the generality of, the foregoing, if, at any time hereafter, Administrative Agent employs counsel to protect, collect, lease, sell, take possession of, foreclose upon or liquidate all or any part of the Collateral or the Underlying Collateral, or to attempt to enforce any security interest or Lien in all or on any part of the Collateral or the Underlying Collateral, or to enforce any rights of Borrower or any of any Underlying Borrower’s rights under any of the Pledged Asset Documents, or to enforce any rights of Administrative Agent or Lenders or any of Borrower’s obligations hereunder or under any of the other Loan Documents, or any obligations of any other Person which may be obligated to Lenders or Administrative Agent by virtue of this Agreement or any other agreement, instrument or document heretofore or hereafter delivered to Administrative Agent by or for the benefit of Borrower, or to enforce any obligations of any other Person which may be obligated to Borrower by virtue of any agreement, instrument or document heretofore or hereafter delivered to Borrower (which said obligations have been assigned by Borrower to Administrative Agent or Lenders), then, in any such an award event, all of the attorneys’ fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amountexpenses arising from such services, Defendants shall bear no and all expenses, costscosts and charges relating thereto, damagesshall be paid by Borrower within thirty (30) days of demand therefor, feesand in the event the same are not paid within such thirty (30) day period, or taxes alleged or there shall also be payable interest thereon at the Default Rate from the date paid by Administrative Agent through the date of repayment by Borrower. All such costs incurred by any member of Administrative Agent shall be deemed to constitute protective advances evidenced by the Class, or Note and secured by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Applicationother Loan Documents.

Attorneys’ Fees and Expenses. 15. A. Lead Counsel, on behalf of all Plaintiffs’ Counsel' counsel in the Action, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior may apply to the Court for an award from the Settlement Fund of attorneys' fees and reimbursement of reasonable expenses. Upon the granting of Final Approval Hearing. of the Settlement by the Court, such attorneys' fees shall be paid from the Settlement Fund to Lead Counsel within five (5) business days of the award, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject to the obligation of each such Plaintiffs' counsel to refund to the Settlement Fund, within ten (10) days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and when, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the award order does not become final, if the Settlement Fund itself is voided by any party as provided herein, or if the Settlement is later reversed or modified by any court. B. The Attorneys’ Fees procedure for and Expenses Application may include a request the allowance or disallowance of any applications by Plaintiffs Plaintiffs' Counsel for reimbursement of their reasonable costs attorneys' fees and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall to be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective Fund are not part of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminatedStipulation, and (b) are to repay promptly such fees be considered by the Court separately from the Court's consideration of the fairness, reasonableness and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment adequacy of the Settlement Amountset forth in the Stipulation, Defendants and any order relating thereto or reversal or modification thereof, shall bear no expensesnot operate to terminate or cancel the Stipulation, costs, damages, fees, nor affect or taxes alleged or incurred by any member delay the finality of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of Judgment approving the Stipulation and the Settlement is not set forth therein. C. Homestore shall have no responsibility for, and no liability whatsoever with respect to, any payment to Plaintiffs' counsel from the Settlement Fund. Homestore shall have no responsibility for, and no liability whatsoever with respect to the allocation among Plaintiffs' counsel, and/or any other Person who may assert some claim to, any attorneys' fee and expense award that the Court may make in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses ApplicationAction.

Attorneys’ Fees and Expenses. 15. Lead Counsel, on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior 12.1 Class Counsel will apply to the Final Approval HearingClass Action Court for an award of attorneys' fees in an amount as the Class Action Court may approve. The Attorneys’ Fees Such attorneys' fees, expenses, and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs interest as the Class Action Court awards, including any fees and expenses incurred in connection with their representation related to administration of the Class. 16. The Attorneys’ Fees and Expenses Award Settlement, shall be paid out of exclusively from the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid Fund to Lead Class Counsel from the Escrow Accountimmediately upon award, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of notwithstanding the existence of any timely filed objections thereto, or appeals related potential for appeal therefrom, or collateral attack on the Settlement or any part thereof. Class Counsel unconditionally guarantees to refund or repay to the Attorneys’ Fees Settlement Fund up to the entire amount of such attorneys' fees and Expenses Awardexpenses award, plus accrued interest at the same net rate earned by the Settlement itself Fund, if and when the attorneys' fees and expenses award is reduced or reversed. Any decision by the Class Action Court or any other court concerning the amount of any fee award shall not affect the validity or finality of the Settlement, this Agreement, or the Plan Class Action Approval Order. Class Counsel hereby agrees that it will be subject to the continuing jurisdiction of Allocationthe Class Action Court in connection with the award of any attorneys' fees and/or the reimbursement of expenses. Lead Counsel The Xxxxxxx Defendants take no position on Class Counsel's application for attorneys' fees and reimbursement of expenses. The Xxxxxxx Defendants shall be permitted have no responsibility for or liability relating to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or allocation of attorneys' fees and/or (ii) the Settlement is terminated, and (b) reimbursement of expenses to repay promptly such or among Class Counsel and/or Trustee's Counsel. 12.2 The Class Action Court's granting any application by Class Counsel for attorneys' fees and reimbursement of expenses in is not a condition of the appropriate amount, and interest thereon, in the event of a reduction of such an award of Settlement. Class Counsel's request for attorneys' fees and expenses. 18. Other than Pfizer’s payment reimbursement of expenses is to be considered separately from the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member Court's consideration of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of whether the Settlement is fair, reasonable, adequate and in the Class's best interests. Any order or proceedings related to any request for attorneys' fees or reimbursement of expenses, or any appeal from any order or proceedings related thereto, shall not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants affect or Court approval delay the Effective Date and the finality of the Attorneys’ Fees and Expenses ApplicationClass Action Approval Order. 13.3 Notwithstanding the foregoing, the plaintiffs shall not look to the Xxxxxxx Defendants for the payment of any legal fee nor the reimbursement of any cost. In turn, the Xxxxxxx Defendants shall not look to the Class plaintiffs for the payment of any legal fee or reimbursement of any cost.

Attorneys’ Fees and Expenses. 15. Lead Counsel, on behalf Class Counsel will petition the Court for an award of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior relating to the Final Approval HearingLitigation, including but not limited to, services rendered and to be rendered in connection with the Settlement Agreement or its implementation. The amount of Attorneys’ Fees and Expenses Application may include to be awarded to Class Counsel shall be determined by the Court, but Waste Pro shall not oppose, directly or indirectly, or appeal any award of attorney fees up to (but not to exceed) $4,425,000.00 and reasonable Expenses up to (but not to exceed) $300,000.00 (for a request by Plaintiffs for reimbursement total of their reasonable costs and expenses incurred in connection with their representation of the Class. 16$4,725,000.00). The Approved Attorneys’ Fees and Expenses Award will be distributed at the discretion of Lead Class Counsel upon Final Approval and Waste Pro shall be paid out of the Settlement Fund. 17bear no liability or responsibility with respect to this allocation. The Approved Attorneys’ Fees and Expenses Award shall be paid by Waste Pro to Lead Class Counsel from the Escrow Account, within 5 business seven (7) days after the date Final Approval Order becomes final and non-appealable. Once Lead Class Counsel receives the District Court enters the approved Attorneys’ Fees and Expenses Awardfrom Waste Pro, irrespective Lead Class Counsel may immediately distribute the fees and Expenses at its discretion. The Attorneys’ Fee and Expense award shall constitute full satisfaction of any obligation on the part of Waste Pro to pay any person, attorney, or law firm for costs, litigation Expenses, Attorneys’ Fees, or any other expense incurred on behalf of Plaintiff or the Class in connection with the Action. After the fees, costs, and expenses have been paid, Waste Pro shall have no responsibility for any allocation, and no liability whatsoever to any person or entity claiming any share of the existence funds to be distributed for payment of Attorneys’ Fees, costs, or Expenses. The Parties agree that the Court’s failure to approve, in whole or in part, any objections or appeals related to the award of Attorneys’ Fees and Expenses Award, shall not prevent the Settlement itself or the Plan of Allocation. Lead Counsel Agreement from becoming effective, nor shall it be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensesgrounds for termination. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 153 31. Lead Counsel will apply to the Court for an award of attorneys’ fees, as well as 4 reimbursement of expenses, in amounts to be determined by Lead Counsel as described in the 5 Notice attached as Exhibit B1 hereto or via the information accessible via the Notice attached as 6 Exhibit B2 hereto and via the Publication Notice attached as Exhibit C hereto. 7 32. Upon Court approval of an award of attorneys’ fees and expenses, such award (the 8 “Fee and Expense Award”) shall be paid to Lead Counsel, on behalf of Plaintiffsfor distribution by Lead Counsel in its 9 discretion among itself and other plaintiffs’ Counselcounsel that were involved in the Action, solely from 10 the Settlement Fund. Such award shall file and serve the Attorneys’ Fees and Expenses Application not later than forty be paid ten (4010) calendar days prior after entry of (a) the 11 Court’s order granting the Fee and Expense Award and (b) the Judgment. 12 33. If the Effective Date does not occur or if this Stipulation is terminated, then any 13 Fee and Expense Award is no longer payable. In the event that any portion of the Fee and 14 Expense Award has already been paid from the Settlement Fund, Lead Counsel and all other 15 plaintiffs’ counsel to whom Lead Counsel has distributed payments shall within ten (10) business 16 days from the event which precludes the Effective Date from occurring or the termination of the 17 Stipulation, refund to the Settlement Fund the Fee and Expense Award paid to Lead Counsel and, 18 if applicable, distributed to other plaintiffs’ counsel. 19 34. If the Fee and Expense Award is reduced or reversed on appeal, Lead Counsel and 20 all other plaintiffs’ counsel to whom Lead Counsel has distributed payments shall within ten (10) 21 business days from the date of a Final Approval Hearingorder by the Court of Appeals or the Supreme Court 22 directing such reduction or reversal, make such refunds as are required by such Final order, and 23 such funds shall be distributed by the Escrow Agent to the Settlement Class in the manner 24 directed in the Final order. 25 35. The Attorneysprocedure for and the allowance or disallowance by the Court of any 26 application by Lead Counsel for attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs fees and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall to be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are 27 Consideration is not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment necessary term of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement this Stipulation and it is not a condition 28 of this Stipulation that any particular application for attorneys’ fees or expenses be approved. 1 Moreover, the provisions in any way conditioned on Court approval of Plaintiffs¶¶31-35 herein, and in particular the figures for attorneys’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees fees and Expenses Application2 expenses in ¶31, were agreed to after all other substantive provisions were finalized.

Attorneys’ Fees and Expenses. 15Ford has agreed to pay to Plaintiffs’ counsel reasonable attorneys’ fees and expenses, separate and apart from the consideration flowing to the Settlement Class, of up to $12,800,000 in fees and $1,250,000 in expenses. Named Plaintiffs’ Lead Counsel, Counsel will apply on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior counsel to the Final Approval Hearing. The AttorneysCourt for an award of attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs fees and expenses incurred of no more than this amount, covering all legal services provided by Plaintiffs’ counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with their representation the Litigation, the Settlement of the Class. 16. The Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses Award shall be paid out implementation of the Settlement Fund. 17Agreement (the “Fee and Expense Application”). Ford will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Plaintiffs’ counsel may not be awarded, and shall not accept, any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. Pursuant to the Order Regarding Management of Timekeeping, Attorneys’ Fees Fees, and Expenses Award Costs Reimbursement Issues, Class Counsel shall resolve all issues regarding the allocation of fees and expenses among themselves. Should any counsel other than Named Plaintiffs’ Lead Counsel petition the Court for an award of attorneys’ fees, costs, or expenses, Class Counsel and Ford and their counsel shall cooperate in opposing any such petition. Neither Class Counsel nor Ford shall be paid required to Lead Counsel pay any amounts of money to such counsel. Given their duty to the Class and their commitment to secure approval and implementation of the class settlement, the undersigned Plaintiffs’ counsel acknowledge that, if they seek to recover attorneys’ fees as part of this Settlement, they are ethically prohibited from having any financial interest in a matter, based upon the Escrow Account6.0L engine in a Class Vehicle, within 5 involving a person or entity who opts out of this Settlement to pursue an individual lawsuit against Ford. The undersigned Plaintiffs’ counsel further acknowledge that they will advise all Plaintiffs’ counsel seeking attorneys’ fees of the foregoing ethical prohibition. Within ten business days after the date Effective Date of Settlement, Ford shall pay the District amount awarded by the Court enters the Attorneysfor attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in to Named Plaintiffs’ Lead Counsel. Named Plaintiffs’ Lead Counsel must provide Ford with a completed W-9 form for the appropriate amount, and interest thereon, in the event first payee of a reduction of such an award of attorneys’ fees and expenses. 18costs. Other than Pfizer’s payment Any order or proceedings relating to the Fee and Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Agreement, or affect or delay the finality of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of Judgment approving this Agreement and the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses ApplicationSettlement.

Attorneys’ Fees and Expenses. 15. Lead Counsel9.1 Subsequent to the negotiation of substantive terms of the settlement of the Actions, on behalf of Federal Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Santa Xxxxx Action Plaintiffs’ Counsel, but shall be obligated and liable (a) State Derivative Action Plaintiff’s Counsel negotiated an attorneys’ fee and expense provision with Counsel for VeriSign, reaching an agreement that VeriSign would pay, subject to repay promptly the Attorneyscourt approval, attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amountaggregate amount of $750,000 to resolve on a global basis any and all claims regarding VeriSign’s historical stock option granting practices. These attorneys’ fees constitute full and complete compensation for the services provided by Federal Plaintiffs’ Counsel, the Santa Xxxxx Action Plaintiffs’ Counsel, and interest thereonthe State Derivative Action Plaintiff’s Counsel. VeriSign, in the event Individual Defendants, and any Related Persons shall have no involvement in, responsibility for, and no liability whatsoever, with respect to the fee allocation among counsel for Plaintiffs, or if any other person asserts some claim to any portion of a reduction of such an award of the attorneys’ fees and expenses. STIPULATION AND AGREEMENT OF SETTLEMENT OF LITIGATION – MASTER FILE NO. C-06-4165 PJH 9.2 Within ten (10) days of entry of a Judgment by the District Court finally approving this Settlement Agreement, VeriSign shall deposit into an account held by Barrack, Rodos & Bacine the attorneys’ fees and expenses awarded by the District Court to Federal Plaintiffs’ Counsel, the Santa Xxxxx Action Plaintiffs’ Counsel, and the State Derivative Action Plaintiff’s Counsel, or, if the District Court has not yet issued an Order awarding attorneys’ fees and expenses, VeriSign shall deposit $750,000 into the account. Barrack, Rodos & Bacine and Wolf Haldenstein, co-lead counsel in the Federal Action, shall allocate the attorneys’ fees and expenses amongst counsel for Plaintiffs in the Federal Action, the Santa Xxxxx Action and the State Derivative Action in a manner which they, in good faith, believe reflects the contributions of such counsel to the prosecution and settlement of the Actions. Payment of the attorneys’ fees and expenses will be made by VeriSign, and the Individual Defendants shall have no obligation whatsoever to make any such payment. 189.3 The award of attorneys’ fees and expenses is not a condition of this Settlement Agreement becoming effective. Other than Pfizer’s payment Any Order or proceeding relating to the award or disbursement of the Settlement Amount, Defendants shall bear no attorneys’ fees and expenses, costsor any appeal from any Order relating thereto or reversal or modification thereof, damages, feesshall not operate to terminate or cancel this Settlement Agreement, or taxes alleged affect or incurred by any member delay the finality of the ClassJudgment approving this Settlement Agreement or the Effective Date. If the amount of attorneys’ fees and expenses awarded by the District Court to Plaintiffs’ Counsel is less than the attorneys’ fees and expenses paid to the respective Plaintiffs’ Counsel by VeriSign pursuant to the preceding paragraphs 9.1 and 9.2, then the amount of overpayment, and any and all interest accrued thereon since the payment, calculated based on the interest rate on the 30-day Treasury Bills on the date of payment, shall be refunded to VeriSign by the respective Plaintiffs’ Counsel receiving the overpayment within ten (10) business days of the respective award of attorneys’ fees and expenses. Further, if, for any reason, the Effective Date of this Settlement Agreement cannot occur, or, if as a result of any appeal, further proceedings, or by any successful collateral attack, the award of their attorneys’ fees and expenses to either the Federal Plaintiffs’ Counsel, experts, advisors, agentsthe Santa Xxxxx Action Plaintiffs’ Counsel, or representativesthe State Derivative Action Plaintiff’s Counsel is amended, modified, or does not become Final, then the attorneys’ fees and expenses or STIPULATION AND AGREEMENT OF SETTLEMENT OF LITIGATION – MASTER FILE NO. Court approval C-06-4165 PJH overpayment of attorneys’ fees and expenses to counsel for Plaintiffs, and any and all interest accrued thereon since payment, calculated based on the Settlement interest rate on the 30-day Treasury Bills on the date of payment, shall be returned to VeriSign within ten (10) business days from receipt of written notice informing the counsel for Plaintiffs that the Effective Date will not occur, or informing the counsel for Plaintiffs of any amendment or modification to the award of attorneys’ fees and expenses. The repayment obligation set forth in this paragraph is not in any way conditioned on Court approval the obligation of those Federal Plaintiffs’ allocation Counsel, Santa Xxxxx Action Plaintiffs’ Counsel, and State Derivative Action Plaintiff’s Counsel who have received payment, and each such respective Counsel’s law firm, as a condition of recovery amounts among various Claimants or receiving such payment, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of California and this District Court approval for the purposes of the Attorneys’ Fees and Expenses Applicationenforcing this repayment provision.

Attorneys’ Fees and Expenses. 15. Lead A. Petitioner’s Counsel shall seek Court approval pursuant to Texas Business Corporations Act Article 5.14J(1)(a) for attorneys’ fees and expenses in an amount not to exceed seven million seven hundred fifty thousand dollars ($7,750,000). B. Consistent with the substantial benefits conferred upon Halliburton and its shareholders, Halliburton, through its Board, has agreed that it will pay or cause to be paid seven million seven hundred fifty thousand dollars ($7,750,000) for Petitioner’s Counsel, on behalf of Plaintiffs’s attorneys’ Counsel, fees and expenses or such lesser amount as approved by the Court; provided that Halliburton shall file and serve seek reimbursement for such payment from relevant insurance carrier(s). X. Xxxxxxxxxxx shall pay or cause to be paid the Attorneys’ Fees and Expenses Application Award (not later than forty (40to exceed the amount described in Section IV.A) calendar days prior by the Award Payment Date subject to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class.following conditions: 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 171. The Attorneys’ Fees and Expenses Award shall be paid to Lead Xxxxxxx Xxxxx LLP, as receiving agents for Petitioner’s Counsel, pursuant to instructions provided by that firm, which instructions shall be provided to Halliburton within one (1) Business Day following the Approval Date. 2. The Attorneys’ Fees and Expenses Award shall be the sole aggregate compensation for Petitioner’s Counsel from and any other counsel representing Petitioner in connection with the Escrow AccountAction. 3. Xxxxxxx Xxxxx LLP shall have sole responsibility for the allocation of the Attorneys’ Fees and Expenses Award to Petitioner’s Counsel, within 5 business days after the date the District Court enters any other counsel representing Petitioner or any other counsel asserting a right to receive a portion of the Attorneys’ Fees and Expenses Award, irrespective ; provided that neither Halliburton nor the Individual Defendants shall have any responsibility whatsoever with respect to the allocation of the existence Attorneys’ Fees and Expenses Award to Petitioner’s Counsel, any other counsel representing Petitioner or any other counsel asserting a right to receive a portion of any objections or appeals related to the Attorneys’ Fees and Expenses Award. 4. If, the Settlement itself or the Plan after payment of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in fullpursuant to Section IV.C, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.Award is vacated or

Attorneys’ Fees and Expenses. 15A. At any time prior to distribution to the Class, Co-Lead Counsel may apply to the Court for an award from the Settlement Fund of attorneys’ fees and expenses. The Settling Defendants will take no position on any request for attorney’s fees by Co-Lead Counsel, on behalf of Plaintiffs. Any attorneys’ Counsel, shall file and serve fees as are awarded by the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award Court shall be paid out from the Settlement Fund to Co-Lead Counsel within ten (10) business days of the Settlement Fund. 17. The Attorneysentry of the Order awarding such attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Accountfees, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of notwithstanding the existence of any timely filed objections thereto, or appeals related potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject to the Attorneys’ Fees obligation of Co-Lead Counsel to refund to the Settlement Fund, within ten (10) business days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and Expenses Awardwhen, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the award order does not become final, if the Settlement itself is voided by any party as provided herein, or if the Plan of AllocationSettlement is later reversed or modified by any court. Co-Lead Counsel shall be permitted allocate the attorneys’ fees among all law firms representing Lead Plaintiffs or any other plaintiffs in this action in a manner in which they in good faith believe reflects the contributions of such counsel to share such fees with Plaintiffs’ Counsel, but shall be obligated the prosecution and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any settlement of the conditions set forth in paragraph 1(n) herein are Securities Action with the Settling Defendants. Co-Lead Counsel and all other plaintiffs’ counsel do not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) intend to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such apply for an award of attorneys’ fees and expensesfrom the Settlement Fund at this time, but may do so at a later time. 18. Other than Pfizer’s payment B. Co-Lead Counsel intend to ask the Court in connection with the application for approval of this Settlement for authorization to withdraw from the Settlement Amount, Amount up to six million dollars ($6,000,000) to reimburse them and all law firms representing Lead Plaintiffs or any other plaintiffs in this action for past expenses of this litigation. The Settling Defendants take no position on such request. Any such withdrawal authorized by the Court shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.occur ten

Attorneys’ Fees and Expenses. 1510. Lead CounselCounsel will apply to the Court for a collective award of attorneys’ fees to Plaintiffs’ Counsel which shall be no greater than the amount set forth in the Notice attached hereto as Exhibit B (the “Fee Application”). Lead Counsel also will apply to the Court for reimbursement of litigation expenses paid or incurred by Plaintiffs’ Counsel (the “Expense Reimbursement Application”). As of the execution of this Stipulation, the Parties have not discussed the amount or mechanics of any application by Lead Counsel for an award of attorneys’ fees and expenses. Defendants agree that Plaintiffs’ Counsel have established a right to an award of attorneys’ fees and expenses based on behalf benefits provided to the Class Members. Notwithstanding the foregoing or the provisions regarding the Released Defendants’ Claims, Defendants reserve all rights and all grounds to object to, to oppose, to consent to, or to take no position on the amount of fees and expenses sought by Lead Counsel in the Fee Application and the Expense Reimbursement Application. 11. Plaintiffs’ Counsel will make no other application for an award of attorneys’ fees or expenses other than the Fee Application or the Expense Reimbursement Application. 12. None of Lead Plaintiffs, nor Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearingmake, or assist any other counsel in making, any application for an award of fees or expenses in any other jurisdiction. The Attorneys’ Fees Parties acknowledge and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs agree that any fees and expenses incurred in connection with their representation of awarded by the Class. 16. The AttorneysCourt to Plaintiffs’ Fees and Expenses Award Counsel shall be paid out by J.Crew (or its insurers) on behalf of J.Crew and the Individual Defendants, and by TPG and Xxxxxxx Xxxxx (or their insurers) on behalf of the Settlement Fund. 17. The Attorneys’ Fees Buyout Group, pursuant to wire information and Expenses Award shall be paid to instructions provided by Lead Counsel from the Escrow Account, within 5 no later than ten (10) business days after the date of entry by the District Court enters of an order awarding such attorneys’ fees or expenses (the Attorneys’ Fees “Fee and Expenses Expense Award”), irrespective of notwithstanding the existence of any timely filed objections or appeals related to the Attorneys’ Fees Fee and Expenses Expense Award, or potential for appeal therefrom, or collateral attack on the Settlement itself or any part thereof; provided, however, that in the Plan event that the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, whether on appeal, further proceedings on remand, successful collateral attack or otherwise, then Plaintiffs’ Counsel shall, within ten (10) business days after Lead Counsel receives notice of Allocationany such disapproval, reduction, reversal or other modification, return to J.Crew (or its insurers) the difference between the attorneys’ fees and expenses awarded by the Court in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately and finally awarded on appeal, further proceedings on remand or otherwise on the other hand. 13. The disposition of the Fee Application and the Expense Reimbursement Application are not material terms of this Stipulation, and it is not a condition of this Stipulation that such applications be granted. The Fee Application and the Expense Reimbursement Application may be considered separately from the proposed Stipulation. Any disapproval or modification of the Fee Application and/or the Expense Reimbursement Application by the Court or on appeal shall not affect or delay the enforceability of this Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect or delay the binding effect or finality of the Judgment and the release of the Released Plaintiffs’ Claims. Final resolution of the Fee Application and/or the Expense Reimbursement Application shall not be a condition to the dismissal, with prejudice, of the Action or effectiveness of the releases of the Released Plaintiffs’ Claims. The payment of any Fee and Expense Award shall be made without waiver of J.Crew’s and/or the Individual Defendants’ rights to pursue claims against its insurance carriers for such sum and without waiver of TPG and Xxxxxxx Xxxxx’x rights to pursue claims against their respective insurance carriers for such sum. 14. Any failure of the Court to approve the Settlement shall have no impact on or preclude Lead Counsel from applying to the Court for an award of attorneys’ fees and expenses on grounds of mootness. Defendants reserve the right to oppose any such application, including on the grounds that Defendants would not have provided any of the consideration contemplated by the MOU absent an agreement from Lead Plaintiffs to provide, on their own behalf and on behalf of the Settlement Class, a full and appropriate release of all claims that were asserted or that could have been asserted in the Action. 15. Lead Counsel warrant that no portion of any award of attorneys’ fees or expenses shall be paid to any Lead Plaintiff or any Class Member, except as approved by the Court. Lead Counsel shall be permitted to share such fees with allocate the Fee and Expense Award amongst Plaintiffs’ CounselCounsel in a manner which they, but in good faith, believe reflects the contributions of such counsel to the prosecution and settlement of the Action. Defendants and the Released Defendant Parties shall be obligated have no input into or responsibility for the allocation by Lead Counsel of the Fee and liable (a) to repay promptly Expense Award or for the Attorneys’ Fees payment of any fees or expenses of Lead Counsel other than the Fee and Expenses Award in fullExpense Award, and with interest thereon, in the no event that (i) shall any of the conditions set forth in paragraph 1(n) herein are not satisfied Fee and Expense Award be paid from or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment of otherwise dilute the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15Ford shall pay Class Counsel reasonable attorneys’ fees and litigation expenses, separate and apart from the consideration provided to the Settlement Classes, in an amount awarded by the Court provided that the award does not exceed $16 million. Lead CounselClass Counsel shall apply to the Court for a total award of attorneys’ fees and expenses of no more than this amount, covering all legal services provided by, or under the authorization of, Class Counsel in the past and future to the Members of the Settlement Classes in connection with the Litigation, the Settlement, any appeal in connection with the Settlement, and implementation of the Settlement Agreement (the “Fee and Expense Application”). If limited to this amount, Xxxx will not dispute or oppose the Fee and Expense Application, which shall be subject to Court approval. Further, Class Counsel shall not accept any amount in excess of these sums. The Court will determine what amount of fees and expenses shall be awarded and issue an Order stating the amount of fees and expenses to be awarded. In addition, all costs of Notice of Settlement and Claims Administration shall be paid by Xxxx. Class Counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of Plaintiffs’ Counsel, shall file Plaintiffs and serve the Attorneys’ Fees to execute and Expenses Application not later than forty (40) calendar days prior legally bind all Plaintiffs to the Final Approval Hearingthis Agreement. The Attorneys’ Fees Class Counsel further represent and Expenses Application may include a request by Plaintiffs for reimbursement warrant that no other attorney or law firm who has appeared on any document filed in this Litigation on behalf of their reasonable costs and expenses incurred in connection with their representation any of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out Plaintiffs or Members of the Settlement Fund. 17Classes in the Litigation, and no other attorney who has participated in the Litigation, has any claim for attorneys’ fees separate from those fees to be awarded to Class Counsel pursuant to this Settlement Agreement. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 Within ten business days after the date Effective Date of Settlement, Ford shall pay the District amount of attorneys’ fees and costs awarded by the Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related (subject to the Attorneyslimitations of this Section II.E) pursuant to the terms of this Settlement Agreement to Class Counsel. At least 21 days before payment, Class Counsel must provide Ford with a completed W-9 form for the payees to whom Xxxx should pay attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensescosts. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15Xxxx will pay Plaintiffs' counsel reasonable attorneys' fees and expenses as approved by the Court, separate and apart from the consideration flowing to the Settlement Class, not to exceed a total of $5.25 million. Lead Counsel, Counsel will apply on behalf of Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior all counsel for Plaintiffs to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs Court for reimbursement an award of their reasonable costs attorneys' fees and expenses incurred to be paid by Ford of no more than this amount, covering all legal services provided by Plaintiffs' counsel in the past and future to Plaintiffs and the Settlement Class Members in connection with their representation the Litigation, the Settlement of the Class. 16. The Attorneys’ Fees Litigation, any appeal in connection with the Settlement, and Expenses Award shall be paid out implementation of the Settlement Fund. 17Agreement (the "Fee and Expense Application"). Ford reserves its right to object to the amount of attorneys' fees and expenses sought by Plaintiffs' counsel ifthe evidence provided by Plaintiffs' counsel in support of their Fee and Expense Application is inconsistent with representations made by Plaintiffs' counsel during settlement negotiations concerning their lodestar. The Attorneys’ Fees Court will determine what amount of fees and Expenses Award expenses shall be paid awarded and issue an Order stating the amount of fees and expenses to be awarded. Lead Counsel from shall make all determinations regarding the Escrow Accountallocation of fees and expenses among Class Counsel. Should any counsel other than Named Plaintiffs' Lead Counsel petition the Court for an award of attorneys' fees, within 5 costs, or expenses, Class Counsel will oppose such petition. Ford shall not be required to pay any amounts ofmoney to such counsel. Within 14 business days after the date Effective Date of Settlement, Ford shall pay the District amount awarded by the Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such for attorneys' fees and expenses in to Named Plaintiffs' Lead Counsel, not to exceed $5.25 million. Named Plaintiffs' Lead Counsel must provide Ford with a completed W-9 form for the appropriate amount, and interest thereon, in the event first payee of a reduction of such an award of attorneys' fees and expenses. 18costs. Other than Pfizer’s payment Any order or proceedings relating to the Fee and Expense Application, or any appeal solely from any order related thereto or reversal or modification thereof, will not operate to terminate or cancel this Settlement Agreement, or affect or delay the finality of the Judgment approving this Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of Agreement and the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses ApplicationSettlement.

Attorneys’ Fees and Expenses. 15(a) The Representative Plaintiffs and Class Counsel shall look solely to the Settlement Fund for the payment of fees, costs, and incentive awards, and except for any such payment(s), there shall be no assessment of fees and costs against any party. Under no circumstances shall CMS be liable for any fees, costs, notice costs, taxes, or other expenses or payments of any kind beyond the payment to the Settlement Fund specified in Section 3. (b) Class Counsel intend to apply for an award of attorneys’ fees from the Settlement Fund and nothing in this Settlement Agreement shall prohibit such attorneys’ fees and expenses as are awarded by the Court from the Settlement Fund from being paid to Class Counsel on such terms as the Court authorizes. (c) Lead Counsel will apply to the Court for an award from the Settlement Fund of attorneys’ fees and reimbursement of litigation expenses (the “Fee and Expense Award” described in paragraph 13(d)). The Fee and Expense Award, when approved by the Court, shall be immediately payable from the Settlement Fund to Lead Counsel. However, if the Settlement Agreement is terminated, if the Court does not approve the Settlement Agreement, or if the Effective Date does not occur for any reason, then within five (5) business days after receiving notice from counsel for CMS or from a court with appropriate jurisdiction, Lead Counsel shall refund to the Settlement Fund all amounts previously withdrawn or distributed pursuant to paragraph 13, including any Fee and Expense Award, plus interest thereon at the same rate at which interest is accruing for the Settlement Fund. Each Lead Counsel, on behalf of Plaintiffs’ Counselitself and each partner and/or shareholder of it, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereonagrees that, in the event that (i) such a refund is required, the Lead Counsel law firms and their partners and/or shareholders are each jointly and severally liable to refund any amount withdrawn from the Settlement Fund pursuant to paragraph 13 with interest as described above, provided that with respect to the Fee and Expense Award each Lead Counsel law firm and its partners and/or shareholders are jointly and severally liable for refunding only the amount of the conditions set forth in paragraph 1(n) herein Fee and Expense Award they received along with interest as described above and shall not be responsible for any Fee and Expense Award received by any other Lead Counsel. Lead Counsel are not satisfied or in subject to the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment jurisdiction of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member Court for the purpose of enforcing the Class, or by any provisions of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Applicationthis paragraph.

Attorneys’ Fees and Expenses. 14. Plaintiff’s Counsel will apply (the “205 Fee Application”) for an award of attorneys’ fees and expenses (the “205 Fee Award”) of no of more than $250,000.00 for any benefit the Court finds was conferred by the Action concerning 8 Del. C. §§ 204 and 205. Defendants may oppose the 205 Fee Application but agree to pay and/or cause to be paid by their D&O carriers any amount awarded by the Court in cash to Plaintiff’s Counsel, in addition to the Settlement Amount, five business days after the Effective Date. 15. Lead CounselIf the Settlement is vacated, or any 205 Fee Award is vacated or reduced on behalf of appeal, Plaintiffs’ Counsel, shall file and serve Counsel will refund the Attorneys’ Fees and Expenses Application not later than forty Settlement Amount (40subject to Paragraph 2(a)) calendar days prior to or the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred in connection with their representation 205 Fee Award (or any overpayment of the Class205 Fee Award), as appropriate, to Galena within five business days of such judgment. 16. The AttorneysPlaintiff’s Counsel may also petition the Court (the “Class Fee Application” and, together with the 205 Fee Application, the “Fee Applications”) for an award of attorneys’ Fees fees and Expenses expenses (the “Class Fee Award”) to Plaintiff’s Counsel for the benefit to the Class of the Settlement Fund, which Class Fee Award shall be paid out solely from the Settlement Fund no earlier than 15 days after entry by the Court of the Settlement Fund.Judgment and approval of the Class Fee Award, notwithstanding any appeals 17. The Attorneys’ Fees disposition of the Fee Applications is not a material term of this Stipulation, and Expenses Award it is not a condition of this Stipulation that such applications be granted. The Fee Applications may be considered separately from the proposed Settlement. Any disapproval or modification of the Fee Applications by the Court or on appeal shall not affect or delay the enforceability of this Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect or delay the binding effect or finality of the Judgment and the release of the Released Plaintiff’s Claims. Final resolution of the Fee Applications shall not be a condition to the dismissal, with prejudice, of the Action or effectiveness of the releases of the Released Plaintiff’s Claims. The payment of any Fee and Expense Awards shall be made without waiver of the right of any Defendant to pursue claims against insurance carriers for such sum. 18. Plaintiff’s Counsel warrant that no portion of the Fee and Expense Awards shall be paid to Lead Plaintiff or any Class Member, except as approved by the Court. The Defendants and the Released Defendant Persons shall have no input into or responsibility or liability for the allocation by Plaintiff’s Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of the existence of any objections or appeals related to the Attorneys’ Fees Fee and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensesExpense Awards. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15. 5.1 Co-Lead Counsel, on behalf of all Plaintiffs’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior will apply to the Final Approval Hearing. The AttorneysCourt for an award from the Settlement Fund of attorneys’ Fees fees and Expenses Application may include a request by Plaintiffs for reimbursement payment of their reasonable costs and expenses incurred in connection with their representation of prosecuting the Class. 16. The Attorneys’ Fees Action, including any earnings on such amounts at the same rate and Expenses Award shall be paid out of for the same periods as earned by the Settlement Fund. 17. The Attorneys5.2 Any attorneys’ Fees fees and Expenses Award expenses awarded by the Court shall be paid from the Settlement Fund to Co-Lead Counsel immediately after entry of the order awarding such attorneys’ fees and expenses and entry of the Judgment or Alternative Judgment, or as otherwise ordered by the Court, notwithstanding the existence of any timely filed objections thereto or to the Settlement, or potential for appeal therefrom, or collateral attack on the Fee and Expense Application, the Settlement, or any part thereof. Co-Lead Counsel shall allocate any Court-awarded attorneys’ fees and expenses among Plaintiffs’ Counsel. 5.3 Any payment of attorneys’ fees and expenses pursuant to ¶¶ 5.1 and 5.2 above shall be subject to Plaintiffs’ Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund of any paid amounts, plus accrued earnings at the same rate as is earned by the Settlement Fund, if any, if the Settlement is terminated pursuant to the terms of this Stipulation or fails to become effective for any reason, or if, as a result of any appeal or further proceedings on remand or successful collateral attack, the award of attorneys’ fees and/or expenses is reduced or reversed by Final non-appealable court order. Plaintiffs’ Counsel shall make the appropriate refund or repayment no later than thirty (30) calendar days after receiving notice of the termination of the Settlement pursuant to this Stipulation, notice from a court of appropriate jurisdiction of the disapproval of the Settlement by Final non-appealable court order, or notice of any reduction or reversal of the award of attorneys’ fees and/or expenses by Final non-appealable court order. 5.4 With the sole exception of Defendants’ obligation to cause the payment of the Settlement Amount into the Escrow Account as provided for in ¶3.1, Defendants shall have no responsibility for, and no liability whatsoever with respect to, any payment whatsoever to Plaintiffs’ Counsel in the Action that may occur at any time. 5.5 Defendants shall have no responsibility for, and no liability whatsoever with respect to any allocation of any attorneys’ fees or expenses among Plaintiffs’ Counsel in the Action, or to any other Person who may assert some claim thereto, or any fee or expense awards the Court may make in the Action. 5.6 Defendants shall have no responsibility for, and no liability whatsoever with respect to any attorneys’ fees, costs, or expenses incurred by or on behalf of Settlement Class Members, whether or not paid from the Escrow Account, within 5 business days after . The Settlement Fund will be the date sole source of payment from Defendants for any award of attorneys’ fees and expenses ordered by the District Court. 5.7 The procedure for and the allowance or disallowance by the Court enters the Attorneys’ Fees of any Fee and Expenses Award, irrespective Expense Application are not part of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are this Stipulation, and any order or proceeding relating to any Fee and Expense Application, including an award of attorneys’ fees or expenses in an amount less than the amount requested by Co-Lead Counsel, or any appeal from any order relating thereto or reversal or modification thereof, shall not satisfied operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment or Alternative Judgment approving the Stipulation and the Settlement set forth herein, including, but not limited to, the release, discharge, and relinquishment of the Released Claims against the Released Defendant Parties, or any other orders entered pursuant to the Stipulation. Plaintiffs and Plaintiffs’ Counsel may not cancel or terminate the Stipulation or the Settlement in accordance with ¶12.1 or otherwise based on any objection or appeal with respect to fees or expenses awarded in the event of a reversal of such Action or the Court’s or an award or (ii) the Settlement is terminated, and (b) appellate court’s ruling with respect to repay promptly such fees and expenses awarded in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expensesAction. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15. 8.1 Co-Lead CounselCounsel intend to petition the Court for a Fee and Expense Award of up to 1/3 of the Settlement Fund inclusive of an incentive award of up to $5,000 for Plaintiffs plus expenses related to the Action, which application will be wholly inclusive of any request for or entitlement to attorneys’ fees and expenses on behalf of Plaintiffs’ Counselany Class Member or his, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses incurred her, or its counsel in connection with their representation the Action, any Released Claims, and the Settlement. The Settling Parties acknowledge and agree that any Fee and Expense Award in connection with the Settlement shall be paid from the Settlement Fund and shall reduce the Settlement consideration paid to the Class accordingly. Co-Lead Counsel’s application for a Fee and Expense Award is not the subject of any agreement among the ClassSettling Parties other than what is set forth in this Stipulation. To be clear, any incentive award shall be paid from the Fee and Expense Award. 16. 8.2 The Attorneys’ Fees Fee and Expenses Expense Award shall be paid out of from the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid Fund to Co-Lead Counsel from immediately upon award by the Escrow AccountCourt, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective of notwithstanding the existence of any timely filed objections or appeals related to the Attorneys’ Fees Fee and Expenses Expense Award or any appeal or potential for appeal therefrom, or collateral attack on the Fee and Expense Award, the Settlement, or any part thereof, subject to Co-Lead Counsel’s obligation to make refunds or repayments to the Settlement itself Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if the Settlement is terminated pursuant to the terms of this Stipulation or if, as a result of any appeal or further proceedings on remand, or successful collateral attack, the Plan of AllocationFee and Expense Award is reduced or reversed and such order reducing or reversing the award has become Final. Co-Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such fees and expenses in make the appropriate amount, and interest thereon, refund or repayment in the event of a reduction of such an award of fees and expenses. 18. Other full no later than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.thirty

Attorneys’ Fees and Expenses. 15. Lead Counsel(a) The prevailing party in the trial or appeal of any civil action, on behalf Insolvency Proceeding, or arbitration proceeding to construe or enforce this Agreement or any of Plaintiffsthe other Loan Documents, to repossess Collateral, to foreclose liens and Liens, and/or to defend any claims, offsets, defenses, counterclaims, and third-party claims that are asserted under contract, tort, or other common law theories will be entitled to recover attorneys’ Counsel, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior fees in addition to the Final Approval Hearing. The Attorneys’ Fees and Expenses Application may include a request by Plaintiffs for reimbursement of their reasonable costs and expenses disbursements and such fees, costs, and disbursements will bear interest at the Default Rate. (b) Xxxxxxxx agrees to pay on demand all of Bondowner Representative’s, Issuer’s and Bond Trustee’s costs and expenses, including Bondowner Representative’s, Issuer’s and Bond Trustee’s attorneys’ fees and legal expenses, incurred in connection with the Loan and the enforcement of this Agreement and the other Loan Documents. Bondowner Representative may hire or pay someone else to help enforce this Agreement. Bondowner Representative may also use attorneys who are salaried employees of Bondowner Representative to enforce this Agreement. Borrower shall pay all costs and expenses of all such enforcement. In the event suit, action or other legal proceeding is brought to interpret or enforce this Agreement, Xxxxxxxx agrees to pay all additional sums as the referee or court may adjudge reasonable as Bondowner Representative’s, Issuer’s and Xxxx Trustee’s costs, disbursements, and attorneys’ fees at hearing, trial, and on any and all appeals. As used in this paragraph, “Agreement” means this Agreement and all other Loan Documents. Whether or not a court action is filed, all reasonable attorneys’ fees and expenses Bondowner Representative, Issuer and Bond Trustee incurs in protecting their representation interests and/or enforcing this Agreement shall become part of the Class. 16. The Attorneys’ Fees indebtedness evidenced or secured by this Agreement, shall bear interest at the highest applicable rate under the Notes or credit agreement, and Expenses Award shall be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from Bondowner Representative, Issuer and/or Bond Trustee, as applicable, by Borrower on demand. The attorneys’fees and expenses covered by this paragraph include without limitation all of Bondowner Representative’s, Issuer’s and Bond Trustee’s attorneys’fees (including the Escrow Accountfees charged by Bondowner Representative’s in- house attorneys, within 5 business days after the date the District Court enters the Attorneys’ Fees calculated at hourly rates charged by attorneys in private practice with comparable skill and Expenses Awardexperience), irrespective of the existence of any objections or appeals related to the Attorneys’ Fees Bondowner Representative’s, Issuer’s and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminated, and (b) to repay promptly such Bond Trustee’s fees and expenses in the appropriate amountfor bankruptcy proceedings (including efforts to modify, vacate, or obtain relief from any automatic stay), fees and expenses for Bondowner Representative’s, Issuer’s and Bond Trustee’s post-judgment collection activities, Bondowner Representative’s, Issuer’s and Bond Trustee’s cost of searching lien records, searching public record databases, on-line computer legal research, title reports, surveyor reports, appraisal reports, collateral inspection reports, title insurance, and interest thereonbonds issued to protect Bondowner Representative’s collateral, in all to the event of a reduction of such an award of fees and expensesfullest extent allowed by law. 18. Other than Pfizer’s payment of the Settlement Amount, Defendants shall bear no expenses, costs, damages, fees, or taxes alleged or incurred by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of the Settlement is not in any way conditioned on Court approval of Plaintiffs’ allocation of recovery amounts among various Claimants or Court approval of the Attorneys’ Fees and Expenses Application.

Attorneys’ Fees and Expenses. 15. A. Lead Counsel, on behalf of all Plaintiffs’ Counselcounsel in the Action, shall file and serve the Attorneys’ Fees and Expenses Application not later than forty (40) calendar days prior may apply to the Court for an award from the Settlement Fund of attorneys’ fees and reimbursement of reasonable expenses. Upon the granting of Final Approval Hearing. of the Settlement by the Court, such attorneys’ fees shall be paid from the Settlement Fund to Lead Counsel within five (5) business days of the award, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof, subject to the obligation of each such Plaintiffs’ counsel to refund to the Settlement Fund, within ten (10) days, the amount received by each plus accrued interest at the rate paid on the Escrow Account by the financial institution holding it, if and when, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed, if the award order does not become final, if the Settlement Fund itself is voided by any party as provided herein, or if the Settlement is later reversed or modified by any court. B. The Attorneysprocedure for and the allowance or disallowance of any applications by Plaintiffs’ Fees and Expenses Application may include a request by Plaintiffs Counsel for reimbursement of their reasonable costs attorneys’ fees and expenses incurred in connection with their representation of the Class. 16. The Attorneys’ Fees and Expenses Award shall to be paid out of the Settlement Fund. 17. The Attorneys’ Fees and Expenses Award shall be paid to Lead Counsel from the Escrow Account, within 5 business days after the date the District Court enters the Attorneys’ Fees and Expenses Award, irrespective Fund are not part of the existence of any objections or appeals related to the Attorneys’ Fees and Expenses Award, the Settlement itself or the Plan of Allocation. Lead Counsel shall be permitted to share such fees with Plaintiffs’ Counsel, but shall be obligated and liable (a) to repay promptly the Attorneys’ Fees and Expenses Award in full, and with interest thereon, in the event that (i) any of the conditions set forth in paragraph 1(n) herein are not satisfied or in the event of a reversal of such an award or (ii) the Settlement is terminatedStipulation, and (b) are to repay promptly such fees be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and expenses in the appropriate amount, and interest thereon, in the event of a reduction of such an award of fees and expenses. 18. Other than Pfizer’s payment adequacy of the Settlement Amountset forth in the Stipulation, Defendants and any order relating thereto or reversal or modification thereof, shall bear no expensesnot operate to terminate or cancel the Stipulation, costs, damages, fees, nor affect or taxes alleged or incurred by any member delay the finality of the Class, or by any of their attorneys, experts, advisors, agents, or representatives. Court approval of Judgment approving the Stipulation and the Settlement is not in set forth therein. C. Homestore shall have no responsibility for, and no liability whatsoever with respect to, any way conditioned on Court approval of payment to Plaintiffs’ counsel from the Settlement Fund. Homestore shall have no responsibility for, and no liability whatsoever with respect to the allocation of recovery amounts among various Claimants or Plaintiffs’ counsel, and/or any other Person who may assert some claim to, any attorneys’ fee and expense award that the Court approval of may make in the Attorneys’ Fees and Expenses ApplicationAction.