Common use of Qualified Settlement Fund Clause in Contracts

Qualified Settlement Fund. (A) In accordance with the terms of this Agreement, the Settlement Funds shall be deposited into the Qualified Settlement Fund and shall remain the property of the Qualified Settlement Fund. The Settlement Funds within the Qualified Settlement Fund will be held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund shall be deemed to be in the custody of the MDL Court. The Qualified Settlement Fund shall remain subject to the jurisdiction of the MDL Court until such Settlement Funds are distributed in their entirety or upon further order of the MDL Court. (B) Organon and NPC wish to have the Qualified Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (D) Organon shall in no way be responsible for the expenses of the QSF Administrator or the administration of the Qualified Settlement Fund. Organon shall in no way be associated with the administration of the Qualified Settlement Fund or be liable in respect of any dispute between or among any Program Participants and their respective counsel in respect of any costs, expenses, legal fees, or litigation costs to be deducted from the Qualified Settlement Fund.

Qualified Settlement Fund. (A) In accordance with the terms of this Agreement, the Settlement Funds shall be deposited into the Qualified Settlement Fund and shall remain the property of the Qualified Settlement Fund. The Settlement Funds within the Qualified Settlement Fund will be held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund shall be deemed to be in the custody of the MDL Court. The Qualified Settlement Fund shall remain subject to the jurisdiction of the MDL Court until such Settlement Funds are distributed in their entirety or upon further order of the MDL Court. (B) Organon BHCP and NPC wish to have the Qualified Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will be available to be paid to those who qualify for a Settlement Payment an award under the Program. The NPC will select a UMB Bank is the financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall will hold the Settlement Funds. Organon BHCP and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon BHCP and NPC shall jointly move the MDL Court for approval of the Qualified Settlement Fund. Any disagreement between BHCP and NPC as to the designation of the institution or the form of investment shall be resolved by the MDL Court. (C) The NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly Periodic reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (D) Organon BHCP shall in no way be responsible for the expenses of the QSF Administrator or the administration of the Qualified Settlement Fund. Organon Said expenses, if any, may be paid out of the funds deposited and held in the Qualified Settlement Fund. BHCP shall in no way be associated with the administration of the Qualified Settlement Fund or be liable in respect of any dispute between or among any Program Participants and their respective counsel in respect of any costs, expenses, legal fees, or litigation costs to be deducted from the Qualified Settlement Fund.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Wire Harness Products Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (b) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (c) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bd) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (De) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (f) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (A) In accordance with the terms of this Agreement, the Settlement Funds shall be deposited into the Qualified Settlement Fund and shall remain the property of the Qualified Settlement Fund. The Settlement Funds within the Qualified Settlement Fund will be held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund shall be deemed to be in the custody of the MDL Court. The Qualified Settlement Fund shall remain subject to the jurisdiction of the MDL Court until such Settlement Funds are distributed in their entirety or upon further order of the MDL Court. (B) Organon Takeda and NPC PSRC wish to have the Qualified Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC PSRC will select a financial institution within seven (7) days of the Execution Date, and Organon Takeda and the NPC PSRC agree that this designated financial institution shall hold the Settlement Funds. Organon Takeda and NPC PSRC will consult as to the form of prudent investment vehicles to be (C) The “QSF Administrator” shall be used for investment of the funds. Once a tentative decision as Person selected by the PSRC to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for approval of administer the Qualified Settlement Fund. (C) NPC . PSRC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (D) Organon Takeda shall in no way be responsible for the expenses of the QSF Administrator or the administration of the Qualified Settlement Fund. Organon Takeda shall in no way be associated with the administration of the Qualified Settlement Fund or be liable in respect of any dispute between or among any Program Participants and their respective counsel in respect of any costs, expenses, legal fees, or litigation costs to be deducted from the Qualified Settlement Fund.

Qualified Settlement Fund. (A) In accordance with the terms of this Agreement, the Settlement Funds shall be deposited into the Qualified Settlement Fund and shall remain the property of the Qualified Settlement Fund. The Settlement Funds within the Qualified Settlement Fund will be held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund shall be deemed to be in the custody of the MDL Court. The Qualified Settlement Fund shall remain subject to the jurisdiction of the MDL Court until such Settlement Funds are distributed in their entirety or upon further order of the MDL Court. (B) Organon Daiichi Sankyo and NPC PNC wish to have the Qualified Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC PNC will select a financial institution within seven (7) days of the Execution Date, and Organon Daiichi Sankyo and the NPC PNC agree that this designated financial institution shall hold the Settlement Funds. Organon Daiichi Sankyo and NPC PNC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon Daiichi Sankyo and NPC PNC shall jointly move the MDL Court for approval of the Qualified Settlement Fund. (C) NPC The “QSF Administrator” shall be the Person selected by the PNC to administer the Qualified Settlement Fund. PNC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly Quarterly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (D) Organon Daiichi Sankyo and Forest shall in no way be responsible for the expenses of the QSF Administrator or the administration of the Qualified Settlement Fund. Organon Daiichi Sankyo and Forest shall in no way be associated with the administration of the Qualified Settlement Fund or be liable in respect of any dispute between or among any Program Participants and their respective counsel in respect of any costs, expenses, legal fees, or litigation costs to be deducted from the Qualified Settlement Fund.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Windshield Wiper Systems Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Power Window Motors Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Alternators Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Fuel Senders Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Fuel Injection Systems Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Air Conditioning Systems Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Starters Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Ceramic Substrates Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (A) In accordance with the terms of this Agreement, the Settlement Funds shall be deposited into the Qualified Settlement Fund Funds and shall remain the property of the Qualified Settlement FundFunds. The Settlement Funds within the Qualified Settlement Fund Funds will be held in a fiduciary capacity. The Qualified Settlement Fund Funds shall comply with the Treasury Regulations Section 1.468B-1 1.468X-x et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Funds shall be deemed to be in the custody of the MDL Court. The Qualified Settlement Fund Funds shall remain subject to the jurisdiction of the MDL Court until such Settlement Funds are distributed in their entirety or upon further order of the MDL Court. (B) Organon BHCP and NPC wish to have the Qualified Settlement Fund Funds maintained in as secure a manner as possible so that the Settlement Funds will be available to be paid to those who qualify for a Settlement Payment an Award under the Program. The NPC will select a Deutsche Bank is the financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall will hold the Settlement Funds. Organon BHCP and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon BHCP and NPC shall jointly move the MDL Court for approval of the Qualified Settlement FundFunds. Any disagreement between BHCP and NPC as to the designation of the institution or the form of investment shall be resolved by the MDL Court. (C) The NPC is solely responsible for securing the QSF Administrator’s 's execution and delivery of the Qualified Settlement Fund Agreement Agreements and such Person’s 's consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly Periodic reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (D) Organon BHCP shall in no way be responsible for the expenses of the QSF Administrator or the administration of the Qualified Settlement FundFunds. Organon Said expenses, if any, may be paid out of the funds deposited and held in the Qualified Settlement Funds. BHCP shall in no way be associated with the administration of the Qualified Settlement Fund Funds or be liable in with respect of to any dispute between or among any Program Participants and their respective counsel in with respect of to any costs, expenses, legal fees, or litigation costs to be deducted from the Qualified Settlement FundFunds.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Oxygen Sensors Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court's continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Radiators Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court’s continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.

Qualified Settlement Fund. (Aa) In accordance with the terms of this AgreementThe DENSO General Holdings QSF and Spark Plugs Escrow Account (collectively, the Settlement Funds “Escrow Accounts”) will be established at Huntington National Bank. The Escrow Accounts shall be deposited administered under the Court's continuing supervision and control. (a) All payments into the Qualified Escrow Accounts shall, at the direction of Settlement Fund Class Counsel, be invested in instruments or accounts backed by the full faith and shall remain the property credit of the Qualified United States Government or fully insured by the United States Government or an agency thereof, including U.S. Treasury Bills, U.S. Treasury Money Market Funds, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. Any interest or income earned on any of the foregoing shall become part of the Settlement Fund. The Settlement Funds within DENSO Defendants shall have no responsibility for, or liability in connection with, the Qualified Settlement Fund will be or Escrow Accounts, including the investment, administration, maintenance, or distribution thereof. (b) The Settlement Fund held in a fiduciary capacity. The Qualified Settlement Fund shall comply with the Treasury Regulations Section 1.468B-1 et seq. regarding taxation and tax reporting obligations. The Qualified Settlement Fund Escrow Accounts shall be deemed and considered to be in the custody custodia legis of the MDL Court. The Qualified Settlement Fund , and shall remain subject to the jurisdiction of the MDL Court Court, until such time as the Settlement Funds are Fund shall be distributed in their entirety pursuant to this Agreement or upon further order order(s) of the MDL Court. (Bc) Organon Subject to the limitation set forth in Paragraph 35, reasonable disbursements for expenses associated with providing notice of the settlement to the Settlement Class, expenses for maintaining and NPC wish administering the Settlement Fund, and taxes and expenses incurred in connection with taxation matters may also be paid without approval from the Court and shall not be refundable to the DENSO Defendants in the event the Agreement is disapproved, rescinded, or otherwise fails to become effective, to the extent such expenses have actually been expended or incurred. Any refund that becomes owed to the Qualified DENSO Defendants if this Settlement does not become final or is rescinded or otherwise fails to become effective may be paid out of the Escrow Accounts without approval from the Court. No other disbursement from or distribution of the Settlement Fund maintained in as secure a manner as possible so that the Settlement Funds will shall be available to be paid to those who qualify for a Settlement Payment under the Program. The NPC will select a financial institution within seven (7) days of the Execution Date, and Organon and the NPC agree that this designated financial institution shall hold the Settlement Funds. Organon and NPC will consult as to the form of prudent investment vehicles to be used for investment of the funds. Once a tentative decision as to the form of investment has been made, Organon and NPC shall jointly move the MDL Court for made without prior approval of the Qualified Settlement Fund. (C) NPC is solely responsible for securing the QSF Administrator’s execution and delivery of the Qualified Settlement Fund Agreement and such Person’s consent to the jurisdiction of the MDL Court, acknowledging that the chosen financial institution and the QSF Administrator alone have the obligation to manage the Settlement Funds. Monthly reports shall be made to the MDL Court of the interest earned, distributions made, and other matters involving the status of administration. Its management shall thereafter be subject to review by the MDL Court. (Dd) Organon The Escrow Accounts are intended by the parties hereto to be treated as “qualified settlement fund[s]” within the meaning of Treas. Reg. § 1.468B-1, and to that end the parties hereto shall cooperate with each other and shall not take a position in no way be responsible for any filing or before any tax authority that is inconsistent with such treatment. At the expenses request of the QSF Administrator DENSO Defendants, a “relation back election” as described in Treas. Reg. § 1.468B-1(j) shall be made so as to enable the Escrow Accounts to be treated as qualified settlement funds from the earliest date possible, and Settlement Class Counsel shall take all actions as may be necessary or appropriate to this end. At the administration direction of Settlement Class Counsel, taxes or estimated taxes shall be paid on any income earned on the funds in the Escrow Accounts, whether or not final approval has occurred. In the event federal or state income tax liability is finally assessed against and paid by the DENSO Defendants as a result of any income earned on the funds in the Escrow Accounts, the DENSO Defendants shall be entitled to reimbursement of such payment from the funds in the Escrow Accounts after approval of the Qualified Settlement FundCourt and whether or not final approval has occurred. Organon The DENSO Defendants will use reasonable efforts to resist any such assessment or payment. Except as set forth in this Paragraph, the DENSO Defendants and any Releasee, and their respective counsel, shall in have no way be associated with responsibility to make any tax filings related to the administration of the Qualified Settlement Fund or be liable in to pay any taxes or tax expenses with respect of thereto, and neither the DENSO Defendants nor any dispute between or among any Program Participants and Releasee nor their respective counsel shall have any liability or responsibility for the taxes or expenses incurred in respect connection with taxation matters. (e) If this Agreement does not receive Final Court Approval, including final approval of any coststhe Settlement Class as defined in Paragraph 17, expenses, legal feesif the Action is not certified as a class action for settlement purposes, or litigation if the Settlement Agreement is rescinded or terminated pursuant to Paragraphs 43–46, then all amounts paid by the DENSO Defendants into the Settlement Fund (net of costs properly expended or incurred in accordance with this Paragraph 33, Paragraph 35 and Paragraph 40) shall be returned to be deducted the DENSO Defendants from the Qualified Escrow Accounts along with any interest accrued thereon within thirty (30) calendar days of the denial of Final Court Approval of the Agreement and/or the Settlement FundClass or the rescission or termination of this Agreement, as the case may be.