Common use of ATTORNEYS’ FEES, COSTS, AND EXPENSES, AND SERVICE AWARDS Clause in Contracts

ATTORNEYS’ FEES, COSTS, AND EXPENSES, AND SERVICE AWARDS. 78. SPE agrees not to oppose Class Counsel’s request for attorneys’ fees, costs, and expenses of up to $3,490,000. Any award of attorneys’ fees, costs, and expenses shall be paid by SPE separate and apart from the cash payments described in Section X. 79. Class Counsel will ask the Court to approve, and SPE will not oppose, service awards not to exceed $24,000 in total to compensate Plaintiffs and $10,000 in total to compensate Additional Plaintiffs for their efforts in the litigation and commitment on behalf of the Settlement Class (“Service Awards”). Neither Class Counsel’s application for, nor any individual’s entitlement to, a Service Award shall be conditioned in any way upon such individual’s support for this Agreement. 80. Within ten business days of the Effective Date, SPE shall pay to Class Counsel all Court- approved attorneys’ fees, costs, and expenses, and Service Awards, not to exceed $3,524,000. In the event that the award of attorneys’ fees, costs, and expenses, or Service Awards, is reduced on appeal, SPE shall only pay the reduced amount of such award. Class Counsel shall timely furnish to SPE any required tax information or forms before the payment is made. 81. The payment of attorneys’ fees, costs, and expenses pursuant to Paragraph 78, and the payment of Service Awards pursuant to Paragraph 79, shall be made through a wired deposit by SPE into the attorney client trust account to be designated by Class Counsel. After the attorneys’ fees, costs, and expenses have been deposited into this account, Class Counsel shall be solely responsible for allocating such attorneys’ fees, costs, and expenses and distributing each participating firm’s allocated share of such attorneys’ fees, costs, and expenses to that firm and SPE shall have no responsibility for distribution of attorneys’ fees, costs, or expenses among participating firms. After the Service Awards have been deposited into the designated account, Class Counsel shall be solely responsible for allocating such Service Awards to the recipients designated by the Court, and SPE shall have no responsibility for such distribution. 82. In the event the Court declines to approve, in whole or in part, the payment of attorneys’ fees, costs, and expenses, or the payment of the Service Awards, in the amounts 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 amount(s) of attorneys’ fees, costs, and expenses or of the Service Awards shall constitute grounds for cancellation or termination of this Agreement. 83. In no event shall SPE pay more than $3,524,000 for attorneys’ fees, costs, and expenses, and Service Awards combined.

ATTORNEYS’ FEES, COSTS, AND EXPENSES, AND SERVICE AWARDS. 786.1. SPE agrees This Settlement Agreement was arrived at after extensive arm’s length negotiations conducted in good faith by counsel for the parties, and is supported by the Plaintiffs. The parties did not to oppose Class Counsel’s request for discuss or negotiate attorneys’ fees, costs, and expenses of up fees until after relief had been fashioned for the Class. Plaintiffs’ Counsel may make an application to $3,490,000. Any the Court for an award of attorneysAttorneys’ fees, costs, Fees and expenses shall be paid by SPE separate and apart from the cash payments described in Section X. 79. Class Counsel will ask the Court to approve, and SPE will not oppose, service awards Expenses not to exceed $24,000 410,000 in total to compensate Plaintiffs and $10,000 in total to compensate Additional Plaintiffs for their efforts in the litigation and commitment on behalf of the Settlement Class (“Service Awards”). Neither Class Counsel’s application forcash, nor any individual’s entitlement to, plus a Service Award shall be conditioned in any way upon such individual’s support for this Agreement. 80. Within ten business days to each of the Effective Date, SPE shall pay to Class Counsel all Court- approved attorneys’ fees, costs, and expenses, and Service Awards, not to exceed $3,524,000. In Named Plaintiffs in the event that the award of attorneys’ fees, costs, and expenses, or Service Awards, is reduced on appeal, SPE shall only pay the reduced amount of such award$5,000.00, as compensation for the time and effort undertaken in and risks of pursuing this Litigation. Class Counsel shall timely furnish to SPE any required tax information or forms before the payment is made. 81. The payment of attorneys’ fees, costs, and expenses pursuant to Paragraph 78, and the payment of Service Awards pursuant to Paragraph 79, shall be made through a wired deposit by SPE into the attorney client trust account to be designated by Class Counsel. After the attorneys’ fees, costs, and expenses have been deposited into this account, Class Counsel shall be solely responsible for allocating such attorneys’ fees, costs, and expenses and distributing each participating firm’s allocated share of such attorneys’ fees, costs, and expenses to that firm and SPE shall have no responsibility for distribution of attorneys’ fees, costs, or expenses among participating firms. After the Service Awards have been deposited into the designated account, Class Counsel shall be solely responsible for allocating such Service Awards to the recipients designated by the Court, and SPE shall have no responsibility for such distribution. 82. In the event the Court declines to approveIf awarded, in whole or in part, the payment Attorneys’ Fees and Expenses awarded by the Court shall be paid from the Class Cash Fund. Any modification of Plaintiffs’ Counsel’s application for Attorneys’ Fees or Expenses by the Court shall not (i) affect the enforceability of the Settlement Agreement, (ii) provide any of the Parties with the right to terminate the Settlement Agreement, or (iii) impose any obligation on Defendant to increase the consideration paid in connection with the Settlement. 6.2. The Claim Administrator shall pay to Class Counsel from the Class Cash Fund the amount of attorneys’ fees and costs awarded by the Court within twenty-one (21) calendar days of the Effective Date, subject to Plaintiffs’ Counsel providing its payment routing information and tax ID number. Payment of the Fee Award will be made from the Class Cash Fund by wire transfer to Plaintiffs’ Counsel. 6.3. Any Service Award approved by the Court for the Class Representatives shall be paid from the Class Cash Fund in the form of a check to the Class Representatives that is sent care of Class Counsel within the earlier of twenty-one (21) days after the Effective Date, or the date the Claim Administrator begins making distributions to claimants. 6.4. Defendant covenants and agrees on behalf of itself and the Released Parties that, provided Plaintiffs’ application for Attorneys’ Fees and Expenses is consistent with paragraph 6.1, it and Released Parties shall not (a) oppose or submit any evidence or argument challenging or undermining any application for Attorneys’ Fees and Expenses that does not exceed the amounts set forth in paragraph 6.1; (b) encourage or assist any person to oppose or submit any evidence or argument challenging or undermining any application for Attorneys’ Fees and Expenses that does not exceed the amounts set forth in paragraph 6.1; or (c) encourage or assist any person to appeal from an order awarding Attorneys’ Fees and Expenses that does not exceed the amounts set forth in paragraph 6.1. Defendant also covenants and agrees on behalf of itself and the Released Parties that Plaintiffs’ application for Service Awards that do not exceed the amount set forth in paragraph 6.1 is consistent with Section 6.1, that it and Released Parties shall not (a) oppose or submit any evidence or argument challenging or undermining Plaintiffs’ application for any Service Award that does not exceed the amount set forth in paragraph 6.1; (b) encourage or assist any person to oppose or submit any evidence or argument challenging or undermining any application for a Service Award that does not exceed the amount set forth in paragraph 6.1; or (c) encourage or assist any person to appeal from an order making a Service Award that does not exceed the amounts set forth in paragraph 6.1. Plaintiffs’ Counsel and Plaintiffs agree that the denial of, reduction or downward modification of, or failure to grant any application for Attorneys’ Fees and Expenses or Service Award shall not constitute grounds for modification or termination of this Agreement, including the settlement and releases provided for herein. 6.5. Except as set forth in this Agreement, each Party shall bear his or its own fees, costs, and expenses, or the payment of the Service Awards, in the amounts 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 amount(s) of attorneys’ fees, costs, and expenses or of the Service Awards shall constitute grounds for cancellation or termination of this Agreement. 83. In no event shall SPE pay more than $3,524,000 for attorneys’ fees, costs, and expenses, and Service Awards combined.