Common use of Settlement of All Claims Clause in Contracts

Settlement of All Claims. Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); and

Settlement of All Claims. Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); andand (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) and treated as a Visa Litigation Obligation under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard’s Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount. Table 1 Bank of America N.A. **** Barclays Bank Delaware **** Capital One Bank **** Chase Bank USA N.A. **** Citibank South Dakota N.A. **** Fifth Third Bank **** First National Bank of Omaha **** HSBC Finance Corporation **** PNC Bank, National Association **** SunTrust Bank Atlanta **** Xxxxx Fargo Bank N.A. **** Texas Independent Bankshares **** MasterCard 36.0000 %

Settlement of All Claims. Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); andand (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) and treated as a Visa Litigation Obligation under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard’s Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount. Table 1 Bank of America N.A. **** Barclays Bank Delaware **** Capital One Bank **** Chase Bank USA N.A. **** Citibank South Dakota N.A. **** Fifth Third Bank **** First National Bank of Omaha **** HSBC Finance Corporation **** PNC Bank, National Association **** SunTrust Bank Atlanta **** Xxxxx Fargo Bank N.A. **** Texas Independent Bankshares **** MasterCard 36.0000% EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED

Settlement of All Claims. Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); andand (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) and treated as a Visa Litigation Obligation under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard’s Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount. Table 1 Bank of America N.A. **** Barclays Bank Delaware **** Capital One Bank **** Chase Bank USA N.A. **** Citibank South Dakota N.A. **** Fifth Third Bank **** First National Bank of Omaha **** HSBC Finance Corporation **** PNC Bank, National Association **** SunTrust Bank Atlanta **** Xxxxx Fargo Bank N.A. **** Texas Independent Bankshares **** MasterCard 36.0000% EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED

Settlement of All Claims. Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be EXECUTION COPY CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below (provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); andand (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) and treated as a Visa Litigation Obligation under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard's Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount. CONFIDENTIAL TREATMENT REQUESTED BY MASTERCARD INCORPORATED 2 Table 1 Bank of America N.A. **** Barclays Bank Delaware **** Capital One Bank **** Chase Bank USA N.A. **** Citibank South Dakota N.A. **** Fifth Third Bank **** First National Bank of Omaha **** HSBC Finance Corporation **** PNC Bank, National Association **** SunTrust Bank Atlanta **** Xxxxx Fargo Bank N.A. **** Texas Independent Bankshares **** MasterCard 36.0000 %