Common use of Fee and Expense Application Clause in Contracts

Fee and Expense Application. (a) OTC Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award from the Settlement Fund of the following: (i) Attorneys’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Action; and (iii) May also seek service awards for Class Plaintiffs in conjunction with their representation of the Class. (b) Barclays will take no position regarding the Fee and Expense Application. Attorneys’ fees, expenses, and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, 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 OTC Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereof. In such event, OTC Plaintiffs’ Counsel shall, within ten (10) business days from the event which requires repayment of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interest. (c) Notwithstanding any other provision of this Agreement to the contrary, the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding relating to the Fee and Expense Application, or any appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement of the OTC Action, or affect the finality or binding nature of any of the releases granted hereunder. The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Plaintiffs’ Counsel.

Fee and Expense Application. (a) OTC 6.1. Bondholder Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award of fees and reimbursement of expenses from the Settlement Fund of the following: (i) AttorneysFund. In addition, Bondholder Plaintiffs’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Action; and (iii) May Counsel may also seek service awards for Class Plaintiffs in conjunction with their representation of the Class. (b) Barclays to Bondholder Plaintiffs. Credit Suisse will take no position regarding the Fee and Expense ApplicationApplica- tion or any request for service awards to Bondholder Plaintiffs. 6.2. Attorneys’ fees, expenses, service awards and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Bondholder Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement Settlement or any part thereof, subject to OTC Bondholder Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereofparagraph 10.4 below. In such event, OTC Bondholder Plaintiffs’ Counsel shall, within ten (10) business days from the event which requires repayment of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interestinterest thereon at the same rate at which interest is accruing in the Settlement Fund. (c) 6.3. Notwithstanding any other provision of this Agreement to the contrary, the parties shall request that the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlementSettlement, and that any order or proceeding relating to the Fee and Expense Application, or any appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement Settlement of the OTC Bondholder Action, or affect or delay the finality or binding nature of any of the releases granted hereunder. The Released Credit Suisse Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Bondholder Plaintiffs’ CounselCounsel and/or to any other Person who may assert some claim thereto, or any Fee and Expense Award that the Court may make in this Action. 6.4. Bondholder Plaintiffs and Bondholder Plaintiffs’ Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses relating to this Settlement, including, but not limited to, attorneys’ fees and past, current or future litigation expenses, and any service award approved by the Court. The Released Credit Suisse Parties shall have no responsibility for any costs, fees, or expenses incurred for or by Bondholder Plaintiffs’ or Class Members’ respective attorneys, experts, advisors, agents, or representatives other than as set forth in paragraph 7.4.

Fee and Expense Application. (a) OTC Lender Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award from the Settlement Fund of the following: (i) Attorneys’ fees not to exceed 33-1/3% of paid from the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Lender Action; and (iii) May also seek service awards for Class Lender Plaintiffs in conjunction with their representation of the Class. (b) Barclays will take no position regarding the Fee Any attorneys’ fees and Expense Application. Attorneys’ fees, expenses, and interest as litigation expenses that are awarded by the Court (“Fee and Expense Award”) shall be paid to OTC Lender Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, 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 OTC Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereof. In such event, OTC Plaintiffs’ Counsel shall, within Escrow Account no later than ten (10) business days from after the event which requires repayment of Court enters the Fee and Expense AwardFinal Judgment, refund notwithstanding any objections to the Settlement Fund or the Fee fee request, or any appeal therefrom, or any collateral attack on the Settlement or fee award. This payment shall be subject to Lender Plaintiffs’ Counsel’s obligation to make appropriate refund or repayment, plus interest thereon at the same rate at which interest is accruing on the Settlement Fund, if the award of attorneys’ fees, litigation expenses, and/or service awards is for any reason subsequently reduced or reversed, including if the Settlement itself is later terminated. In such event, Lender Plaintiffs’ Counsel, including each of the law firm’s individual partners and/or principals, shall be jointly and Expense Award severally liable for the return to the Settling Defendants of any sums paid as attorneys’ fees, litigation expenses, and/or service awards. Such repayment or refund shall be made no later than ten (10) days after Lender Plaintiffs’ Counsel’s receipt from the Court of notice of any final non-appealable order that reverses or reduces any award of attorneys’ fees, litigation expenses and/or service awards, or notice of termination of the Settlement. The Settling Defendants shall take no position with respect to themLender Plaintiffs’ Counsel’s motion for attorneys’ fees and expenses, along with interestor any request for service awards to Lender Plaintiffs. (c) Notwithstanding any other provision of this Agreement to the contrary, the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding solely relating to the Fee and Expense Application, or any appeal of any order solely relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement of the OTC Lender Action, or affect the finality or binding nature of any of the releases granted hereunder. The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Lender Plaintiffs’ CounselCounsel or of any service award.

Fee and Expense Application. (a) OTC Lender Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award from the Settlement Fund of the following: (i) Attorneys’ fees not to exceed 33-1/3% of paid from the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Lender Action; and (iii) May also seek service awards for Class Lender Plaintiffs in conjunction with their representation of the Class. (b) Barclays will take no position regarding the Fee Any attorneys’ fees and Expense Application. Attorneys’ fees, expenses, and interest as litigation expenses that are awarded by the Court (“Fee and Expense Award”) shall be paid to OTC Lender Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Plaintiffs’ Counsel immediately upon entry by Escrow Account no later than thirty (30) business days after the Court of an order awarding such amountsenters the Final Judgment, notwithstanding any objections to the existence of any timely filed objections theretoSettlement or the fee request, or potential for any appeal therefrom, or any collateral attack on the settlement Settlement or any part thereof, fee award. This payment shall be subject to OTC Lender Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fundmake appropriate refund or repayment, plus accrued interest thereon at the same net rate as at which interest is earned by accruing on the Settlement Fund, if and whenthe award of attorneys’ fees, as a result of litigation expenses, and/or service awards is for any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reason subsequently reduced or reversed, or return of including if the Settlement Fund itself is required consistent with the provisions of Paragraph 13(c) hereoflater terminated. In such event, OTC Lender Plaintiffs’ Counsel shallCounsel, within ten including each of the law firm’s individual partners and/or principals, shall be jointly and severally liable for the return to the Settling Defendant of any sums paid as attorneys’ fees, litigation expenses, and/or service awards. Such repayment or refund shall be made no later than thirty (1030) business days after Lender Plaintiffs’ Counsel’s receipt from the event which requires repayment Court of notice of any final non-appealable order that reverses or reduces any award of attorneys’ fees, litigation expenses and/or service awards, or notice of termination of the Fee Settlement. The Settling Defendant shall take no position with respect to Lender Plaintiffs’ Counsel’s motion for attorneys’ fees and Expense Awardexpenses, refund or any request for service awards to the Settlement Fund the Fee and Expense Award paid to them, along with interestLender Plaintiffs. (c) Notwithstanding any other provision of this Agreement to the contrary, the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding solely relating to the Fee and Expense Application, or any appeal of any order solely relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement of the OTC Lender Action, or affect the finality or binding nature of any of the releases granted hereunder. The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Lender Plaintiffs’ CounselCounsel or of any service award. (d) For the avoidance of doubt, the Settling Defendant shall have no responsibility for any costs, fees or expenses incurred for or by Plaintiffs’ or Class Members’ respective attorneys, experts, advisors, agents or representatives other than the Settlement Amount.

Fee and Expense Application. (a) OTC 6.1. Bondholder Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award of fees and reimbursement of expenses from the Settlement Fund of the following: (i) AttorneysFund. In addition, Bondholder Plaintiffs’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Action; and (iii) May Counsel may also seek service awards for Class Plaintiffs in conjunction with their representation of the Class. (b) Barclays to Bondholder Plaintiffs. RBS will take no position regarding the Fee and Expense ApplicationApplication or any request for service awards to Bondholder Plaintiffs. 6.2. Attorneys’ fees, expenses, service awards and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Bondholder Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement Settlement or any part thereof, subject to OTC Bondholder Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereofparagraph 10.4 below. In such event, OTC Bondholder Plaintiffs’ Counsel shall, within ten (10) business days from the event which requires repayment of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interestinterest thereon at the same rate at which interest is accruing in the Settlement Fund. (c) 6.3. Notwithstanding any other provision of this Agreement to the contrary, the parties shall request that the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlementSettlement, and that any order or proceeding relating to the Fee and Expense Application, or any appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement Settlement of the OTC Bondholder Action, or affect or delay the finality or binding nature of any of the releases granted hereunder. The Released RBS Parties shall have no responsibility responsi- bility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Bondholder Plaintiffs’ CounselCounsel and/or to any other Person who may assert some claim thereto, or any Fee and Expense Award that the Court may make in this Action. 6.4. Bondholder Plaintiffs and Bondholder Plaintiffs’ Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses relating to this Settlement, including, but not limited to, attorneys’ fees and past, current or future litigation expenses, and any service award approved by the Court. The Released RBS Parties shall have no responsibility for any costs, fees, or expenses incurred for or by Bondholder Plaintiffs’ or Class Members’ respective attorneys, experts, advisors, agents or representatives other than as set forth in paragraph 7.3.

Fee and Expense Application. (a) OTC Lender Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award from the Settlement Fund of the following: (i) Attorneys’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Lender Action; and (iii) May also seek service awards for Class Lender Plaintiffs in conjunction with their representation of the Class. (b) Barclays HSBC will take no position regarding the Fee and Expense Application. Attorneys’ fees, expenses, and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Lender Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Lender Plaintiffs’ Counsel immediately upon entry by no later than five (5) business days after the Court of an order awarding such amountsenters the Final Judgment, notwithstanding any objections to the existence of any timely filed objections theretoAgreement or the fee request, or potential for any appeal therefrom, or any collateral attack on the settlement or any part thereof, fee award. This payment shall be subject to OTC Lender Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to make appropriate refund or repayment if the Settlement Fund, plus accrued interest at the same net rate as award of attorneys’ fees and litigation expenses is earned by the Settlement Fund, if and when, as a result of for any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reason subsequently reduced or reversed, . Such repayment or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(crefund shall be made no later than thirty (30) hereof. In such event, OTC days after Lender Plaintiffs’ Counsel shall, within ten (10) business days Counsel’s receipt from the event which requires repayment Court of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interestnotice of any final non-appealable order that reverses or reduces any award of attorneys’ fees or litigation expenses. (c) Notwithstanding any other provision of this Agreement to the contrary, the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding solely relating to the Fee and Expense Application, or any appeal of any order solely relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement of the OTC Lender Action, or affect the finality or binding nature of any of the releases granted hereunder. The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Lender Plaintiffs’ Counsel.

Fee and Expense Application. (a) OTC 6.1. Bondholder Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award of fees and reimbursement of expenses from the Settlement Fund of the following: (i) AttorneysFund. In addition, Bondholder Plaintiffs’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Action; and (iii) May Counsel may also seek service awards for Class Plaintiffs in conjunction with their representation of the Class. (b) Barclays to Bondholder Plaintiffs. MUFG will take no position regarding the Fee and Expense ApplicationApplication or any request for service awards to Bondholder Plaintiffs. 6.2. Attorneys’ fees, expenses, service awards and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Bondholder Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement Settlement or any part thereof, subject to OTC Bondholder Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereofpara- graph 10.4 below. In such event, OTC Bondholder Plaintiffs’ Counsel shall, within ten (10) business days from the event which requires repayment of the Fee and Expense Award, refund to the Settlement Set- tlement Fund the Fee and Expense Award paid to them, along with interestinterest thereon at the same rate at which interest is accruing in the Settlement Fund. (c) 6.3. Notwithstanding any other provision of this Agreement to the contrary, the parties shall request that the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlementSettlement, and that any order or proceeding relating to the Fee and Expense Application, or any appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement Settlement of the OTC Bondholder Action, or affect or delay the finality or binding nature of any of the releases granted hereunder. The Released MUFG Parties shall have no responsibility re- sponsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Bondholder Plaintiffs’ CounselCounsel and/or to any other Person who may assert some claim thereto, or any Fee and Expense Award that the Court may make in this Action. 6.4. Bondholder Plaintiffs and Bondholder Plaintiffs’ Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses relating to this Settlement, including, but not limited to, attorneys’ fees and past, current or future litigation expenses, and any service award approved by the Court. The Released MUFG Parties shall have no responsibility for any costs, fees, or expenses incurred for or by Bondholder Plaintiffs’ or Class Members’ respective attorneys, experts, advisors, agents or representatives other than as set forth in paragraph 7.4.

Fee and Expense Application. (a) OTC Lender Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award from the Settlement Fund of the following: (i) Attorneys’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Lender Action; and (iii) May also seek service awards for Class Lender Plaintiffs in conjunction with their representation of the Class. (b) Barclays will take no position regarding the Fee and Expense Application. Attorneys’ fees, expenses, and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Lender Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Lender Plaintiffs’ Counsel immediately upon entry by no later than five (5) business days after the Court of an order awarding such amountsenters the Final Judgment, notwithstanding any objections to the existence of any timely filed objections theretoAgreement or the fee request, or potential for any appeal therefrom, or any collateral attack on the settlement or any part thereof, fee award. This payment shall be subject to OTC Lender Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to make appropriate refund or repayment if the Settlement Fund, plus accrued interest at the same net rate as award of attorneys’ fees and/or litigation expenses is earned by the Settlement Fund, if and when, as a result of for any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reason subsequently reduced or reversed, . Such repayment or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(crefund shall be made no later than thirty (30) hereof. In such event, OTC days after Lender Plaintiffs’ Counsel shall, within ten (10) business days Counsel’s receipt from the event which requires repayment Court of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interestnotice of any final non-appealable order that reverses or reduces any award of attorneys’ fees or litigation expenses. (c) Notwithstanding any other provision of this Agreement to the contrary, the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlement, and any order or proceeding solely relating to the Fee and Expense Application, or any appeal of any order solely relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement of the OTC Lender Action, or affect the finality or binding nature of any of the releases granted hereunder. The Released Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Lender Plaintiffs’ Counsel.

Fee and Expense Application. (a) OTC 6.1. Bondholder Plaintiffs’ Counsel will submit an application or applications (the “Fee and Expense Application”) to the Court for an award of fees and reimbursement of expenses from the Settlement Fund of the following: (i) AttorneysFund. In addition, Bondholder Plaintiffs’ fees not to exceed 33-1/3% of the Settlement Fund; (ii) Reimbursement of litigation expenses, plus interest, incurred in connection with the prosecution of the OTC Action; and (iii) May Counsel may also seek service awards for Class Plaintiffs in conjunction with their representation of the Class. (b) Barclays to Bondholder Plaintiffs. Norinchukin will take no position regarding the Fee and Expense ApplicationApplica- tion or any request for service awards to Bondholder Plaintiffs. 6.2. Attorneys’ fees, expenses, service awards and interest as are awarded by the Court (“Fee and Expense Award”) to OTC Plaintiffs’ Counsel shall be paid from the Settlement Fund to OTC Bondholder Plaintiffs’ Counsel immediately upon entry by the Court of an order awarding such amounts, notwithstanding the existence of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement Settlement or any part thereof, subject to OTC Bondholder Plaintiffs’ Counsel’s joint and several obligation to repay those amounts to the Settlement Fund, plus accrued interest at the same net rate as is earned by the Settlement Fund, if and when, as a result of any appeal and further proceedings on remand, or successful collateral attack, the Fee and Expense Award is reduced or reversed, or return of the Settlement Fund is required consistent with the provisions of Paragraph 13(c) hereofparagraph 10.4 below. In such event, OTC Bondholder Plaintiffs’ Counsel shall, within ten (10) business days from the event which requires repayment of the Fee and Expense Award, refund to the Settlement Fund the Fee and Expense Award paid to them, along with interestinterest thereon at the same rate at which interest is accruing in the Settlement Fund. (c) 6.3. Notwithstanding any other provision of this Agreement to the contrary, the parties shall request that the Fee and Expense Application shall be considered by the Court separate and apart from its consideration of the fairness, reasonableness, and adequacy of the settlementSettlement, and that any order or proceeding relating to the Fee and Expense Application, or any appeal of any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Agreement or the settlement Settlement of the OTC Bondholder Action, or affect or delay the finality or binding nature of any of the releases granted hereunder. The Released Norinchukin Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees or expenses to OTC Bondholder Plaintiffs’ CounselCounsel and/or to any other Person who may assert some claim thereto, or any Fee and Expense Award that the Court may make in this Action. 6.4. Bondholder Plaintiffs and Bondholder Plaintiffs’ Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses relating to this Settlement, including, but not limited to, attorneys’ fees and past, current or future litigation expenses, and any service award approved by the Court. The Released Norinchukin Parties shall have no responsibility for any costs, fees, or expenses incurred for or by Bondholder Plaintiffs’ or Class Members’ respective attorneys, experts, advisors, agents or representatives other than as set forth in paragraph 7.4.