Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 31. Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 33. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 34. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3133. Damages Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants Aland or any Releasee for any Released Claimsother Releasee. 3234. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counselparagraph 17, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval as approved by the Court. In no event Neither Aland nor any other Releasee under this Agreement shall any Releasee have any responsibilityresponsibility for, financial obligationinterest in, or liability whatsoever with respect to the investment, distributionto, or administration of the Settlement Fund, including, but not limited shall file any opposition to, the costs and expenses of such proposed or actual plan(s) for distribution and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 33. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants and among the Damages Settlement Class and/or any other Releasees shall not be liable for any costs, fees, person or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of entity who may assert some claim to the Settlement Fund. 3435. Settlement Class Counsel’s AttorneysIt is contemplated that Co-Lead Counsel will seek attorneys’ Feesfees award(s), Reimbursement reimbursement of Expensescosts and expenses (whether already incurred or expected to be incurred), and Incentive Awards service awards to the representative plaintiffs. Xxxxx shall take no position on any application for Class Representativesattorneys’ fees, reimbursement of costs and expenses or representative plaintiff service awards. After the entry of any order awarding attorneys’ fees, reimbursement of costs and expenses, or representative plaintiff service awards, the Escrow Agent may, pursuant to paragraph 31, establish and maintain sub-accounts to hold such awards for payment. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel petitions for awards of attorneys’ fees, costs, the reimbursement of costs and expenses, expenses and incentive any award of service awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and representative plaintiffs is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this the Agreement. Any , and any order or proceeding relating to the Fee and Expense Application, fee application(s) or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlement. (d) Other than to pay the Settlement Amount settlement. Except as expressly provided hereinin this Agreement, no neither Aland nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Co-Lead Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award fee or expense award in the Action. (e) . Neither Aisan Defendants Aland nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Co- Lead Counsel, End-Payor Plaintiffs and/or any other person or entity who may assert some claim thereto, of any Fee and Expense Award fee award that the Court may make in the Action. (a) Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any filed objections to the Agreement, to any award of attorneys’ fees and expenses or to any service award, or to any actual, or potential for, appeal therefrom, or collateral attack on the Agreement or any part of it, subject to Co-Lead Class Counsel’s obligation to make a full repayment to the Settlement Fund (except as provided in Paragraph 32 and 38) if this Agreement does not become final pursuant to paragraph 17 of this Agreement, if the Court does not enter final judgment provided for in paragraph 17, or if this Agreement is rescinded pursuant to paragraph 37 of this Agreement, or to make appropriate refunds or repayments to the Settlement Fund, if and when, as a result of any appeal and/or further proceeding on remand, or successful collateral attack, the fee or cost award is reduced or reversed. (b) The amount of attorneys’ fees and expenses payable from the Settlement Fund at any particular point in time shall be no greater than the fraction of the $9,500,000 USD plus interest that Aland shall have paid into the Escrow Account as of the particular point in time that payment is to be made.

The Settlement Fund. 31. Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 3229. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel21, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 Paragraphs 28 and 26 of this Agreement. 3330. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants Chiyoda and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 3431. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Chiyoda or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h26(h) or Paragraph 4942. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreementthe Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate terminate, rescind or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither Chiyoda nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants Chiyoda nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 317.1. Releasors The Escrow Agent shall look solely to administer the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After pursuant to this Agreement becomes final within and subject to the meaning of Paragraph 22, Court’s continuing supervision and at a time to control. No monies shall be determined by Settlement Class Counsel, paid from the Settlement Fund without the specific authorization of Bondholder Plaintiffs’ Counsel. Counsel for the Parties agree to cooperate, in good faith, to form an appropriate escrow agreement in conformance with this Agreement. 7.2. Citi shall be distributed in accordance with a plan to be submitted to pay the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of Amount into the Settlement Fund, includingwhich shall constitute the sole recovery against any of the Released Citi Parties. None of the Released Citi Parties shall have any obligation to make any further payment. Under no circumstances will Citi be required to pay more than the Settlement Amount. Attorneys’ fees, but not limited tocosts, the costs and service awards to class representatives, expenses of such distribution Class Notice and administration except as expressly otherwise provided in Paragraph 30 Claims Administration, any Fee and Expense Award, Taxes and Tax Expenses, Escrow Agent costs, and any other costs associated with the implementation of this Agreement. 33. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court Agreement shall be paid exclusively out of the Settlement Fund. 347.3. Up to five hundred thousand U.S. dollars ($500,000.00) of the Settlement Class Counsel’s Attorneys’ FeesAmount may be used to effectuate the notice and administration of the Settlement, Reimbursement of Expenseswhich shall include, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) forbut not be limited to: (i) an award retention and work of attorneys’ fees not a Claims Administrator and/or experts in excess connection with the development of one-third a plan of allocation and distribution; (ii) retention and work of a Claims Administrator in connection with the provision of notice, claims review and distribution of the Settlement FundFunds; plus and (iiiii) reimbursement acquisition from an appropriate source of expenses and costs incurred data regarding U.S. Dollar LIBOR-Based Debt Securities in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by allocation of the Settlement Fund (until paid), as may be awarded by the Court (the collectively “Fee Notice and Expense AwardAdministration Costs”). If for any reason the Settlement Class Agreement fails to become effective, the amounts paid or incurred for any Notice and Administration Costs up to five hundred thousand U.S. dollars ($500,000.00) shall not be recoupable by Citi from Bondholder Plaintiffs’ Counsel reserve or any other person. Any Notice and Administration Costs incurred or invoiced on or after the execution date of the Term Sheet shall be shared proportionally among all settlement amounts to be distributed at the same time as the Citi Settlement Amount. 7.4. Citi shall cause the payment of the Settlement Amount to be made to the Escrow Agent by wire transfer within fifteen (15) business days following the entry of the Preliminary Approval Order, provided that within five (5) business days following such date, Bondholder Plaintiffs’ Counsel shall provide Citi with such information as Citi may require to complete the wire transfer (including wire instructions and a Form W-9). 7.5. This Settlement is not a claims-made settlement, and if all conditions of the Settlement are satisfied and the Judgment is entered and becomes Final, no portion of the Settlement Fund will be returned to Citi. If any portion of the Net Settlement Fund remains following distribution pursuant to paragraph 8 and is of such an amount that, in the discretion of the Claims Administrator in coordination with Bondholder Plaintiffs’ Counsel, it is not cost effective or efficient to redistribute to the Bondholder Class, then such remaining funds, after payment of any further notice and administration costs and Taxes and Tax Expenses and other costs and expenses related to the Action, shall be donated to a non-profit charitable organization selected by Bondholder Plaintiffs’ Counsel and approved by the Court. 7.6. Without prejudice to the Bondholder Plaintiffs’ right to make additional applications for Court approval seek enforcement of fees this Agreement by motion or otherwise, if the Settlement Amount is not timely received by the Bondholder Plaintiffs’ Counsel, then Bondholder Plaintiffs’ Counsel may terminate this Agreement if the following occur: (i) Bondholder Plaintiffs’ Counsel has notified Citi’s Counsel in writing of Bondholder Plaintiffs’ Counsel’s intention to terminate this Agreement, and expenses incurred (ii) the entire Settlement Amount is not received into the Settlement Fund within ten (10) business days after Bondholder Plaintiffs’ Counsel has provided such written notice. 7.7. The Settlement Fund shall be invested exclusively in accounts backed by the full faith and reasonable incentive awardscredit of the United States Government or fully insured by the United States Government or an agency thereof, but including a U.S. Treasury Fund. The proceeds of these accounts shall be reinvested in no event shall Releasees be responsible to pay any such additional fees and expenses except similar instruments at their then-current market rates as they mature. All risks related to the extent they are paid out investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. 7.8. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Settlement Agreement and the Distribution Plan approved by the Court. 7.9. The Settlement Fund shall be applied as follows: (bi) Subject to Court approvalpay all the costs and expenses reasonably and actually incurred in connection with providing Class Notice and the administration of the Settlement, Endincluding, without limitation, locating members of the Bondholder Class, soliciting Bondholder Class Members’ claims, assisting with the filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (ii) to pay the Taxes and Tax Expenses described in paragraph 9.3; (iii) to pay Escrow Agent costs; (iv) to pay the cost for the acquisition of data necessary to develop a Distribution Plan; (v) to pay any other Court-Payor Plaintiffs approved fees and expenses; (vi) to pay any Fee and Expense Award, if and to the extent allowed by the Court; (vii) to pay any service award; (viii) to pay all costs and expenses reasonably and actually incurred in assisting Settlement Class Counsel shall be reimbursed Members with the filing and paid solely out processing of claims; and (ix) to distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants for all expenses includingthe Bondholder Class, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded as allowed by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments pursuant to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49Class Distribution Order. (c) The procedure for and 7.10. With the allowance or disallowance by object of reducing the Court costs of Class Notice, Bondholder Plaintiffs’ Counsel shall use reasonable efforts to coordinate the application by Settlement provision of Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives Notice pertaining to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement with the provision of notice for any other settlements in this Action. In all events, Citi shall have any responsibility for, or interest in, or no liability whatsoever with respect to any payment to Settlement for the costs of Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the ActionNotice. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 31. Releasors shall look solely to As full and complete consideration for the Settlement, Synchrony will pay the total amount of $2,600,000.00 (TWO MILLION, SIX HUNDRED THOUSAND AND NO CENTS) as the Settlement Fund for in settlement and satisfaction against the Releasees of all Released Claims, claims of Plaintiff and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel, the Members described herein. The Settlement Fund shall be distributed in accordance with a plan include payments to be submitted to the Court at the appropriate time by claiming Settlement Class CounselMembers, as discussed below, any Redistribution, and subject the following amounts, collectively referred to approval as “Settlement Costs”: (i) any award of attorneys’ fees and costs to Class Counsel approved by the Court. In no event shall ; (ii) any Releasee have any responsibility, financial obligation, or liability whatsoever with respect service award to Plaintiff approved by the investment, distribution, or administration Court; (iii) all costs of providing notice to persons in the Settlement FundClass (including, but not limited to, costs for the Notice Program; (iv) all costs of administering the Settlement, including, but not limited to, the cost of printing and mailing settlement payments, Claim Forms, the cost of maintaining a designated post office box for receiving Claim Forms; and (v) the fees, expenses and all other costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 33the Settlement Administrator. End-Payor Plaintiffs and The Settlement Fund shall be reduced by the Settlement Costs prior to making any awards to Settlement Class Counsel Members, as set forth in Section G.3. Synchrony shall not, under any circumstances, be obligated to pay any amounts in addition to the Settlement Fund in connection with the Settlement. Within 21 days after entry of the Preliminary Approval Order, Synchrony shall advance to the Settlement Administrator such money as the Settlement Administrator reasonably determines to be necessary to effectuate the Court-approved notice plan; this payment shall be reimbursed treated as a contribution to the Settlement Fund and indemnified solely out it shall be credited toward Synchrony’s total financial obligation pursuant to this Settlement. The balance of the Settlement Fund (i.e., $2,600,000 less amounts previously advanced for all expenses and costs, as provided by Court Order. Aisan Defendants and the other Releasees notice) shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or transmitted to the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by Administrator 21 days after the Court shall be paid out of the Settlement Fund. 34Effective Date. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in In no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class CounselSynchrony’s total financial obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Actionsettlement exceed $2,600,000. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3136. Releasors shall look solely to the Settlement Fund Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims is against the Settlement Fund, and Releasors shall have no other recovery against Aisan Defendants Keihin or any other Releasee for any as to the Released Claims. 3237. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel19, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this AgreementParagraphs 27 and 34. 3338. End-Payor Plaintiffs Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court OrderOrder and the provisions of Paragraphs 27 and 34. Aisan Defendants Keihin and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs the Direct Purchaser Plaintiff or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives. Instead, but all such costs, fees, and expenses as approved by the Court Court, or authorized by Paragraphs 27 and 34, shall be paid out of the Settlement Fund. 34. I. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and Award for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”)Class Representative 39. Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation costs and expenses and any award of attorneys’ fees. An incentive awardsaward to the Direct Purchaser Plaintiff, if approved by the Court, will also be paid solely out of the Settlement Fund. Attorneys’ fees and costs and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or or further proceedings on remand, or successful collateral attack, the fee or award of costs and expenses is reduced or reversed, or in the event the Agreement Settlement is rescinded or terminated pursuant otherwise fails to Paragraph 27(h) or Paragraph 49become effective. (c) 40. The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, costs and expenses, and or an incentive awards award for class representatives the Class Representative to be paid out of the Settlement Fund is are not part of this Agreement, and is are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any the settlement, and any order or proceeding relating to the Fee a request for attorneys’ fees and Expense Applicationreimbursement of expenses or incentive awards, or any appeal from any such order order, shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no 41. Neither Keihin nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs Direct Purchaser Plaintiff of any Fee fee and Expense Award expense award, or incentive award, in the Action. (e) 42. Neither Aisan Defendants Keihin nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs Counsel and/or any other person who may assert some claim thereto, of any Fee fee and Expense Award expense award that the Court may make in the Action.

The Settlement Fund. 317.1. Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel, the The Settlement Fund shall be distributed in accordance with a plan to be submitted to established as an escrow account and administered by the Court at the appropriate time by Settlement Class CounselEscrow Agent, and subject to approval by the Court. In no event The Settlement Fund shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect be administered pursuant to this Agreement and subject to the investmentCourt’s continuing supervision and control. No mon- ies shall be paid from the Settlement Fund without the specific authorization of Bondholder Plain- tiffs’ Counsel. Counsel for the Parties agree to cooperate, distributionin good faith, or administration of to form an appropriate escrow agreement in conformance with this Agreement. 7.2. Norinchukin shall pay the Settlement Amount to be deposited into the Settlement Fund, includingwhich shall constitute the sole recovery against any of the Released Norinchukin Parties. None of the Released Norinchukin Parties shall have any obligation to make any further payment, but not limited toincluding for cost of class notice or administration, subject to paragraph 7.4 below. Under no cir- cumstances will Norinchukin be required to pay more than the costs and Settlement Amount. Attorneys’ fees, costs, incentive payments to class representatives, expenses of such distribution Class Notice and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 33. End-Payor Plaintiffs Claims Ad- ministration, any Fee and Settlement Class Counsel shall be reimbursed Expense Award, Taxes and indemnified solely out of the Settlement Fund for all expenses and Tax Expenses, Escrow Agent costs, as provided by Court Order. Aisan Defendants and any other costs associated with the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court implementation shall be paid exclusively out of the Settlement Fund. 347.3. Settlement Norinchukin shall bear the costs and responsibility of serving notice of the Settle- ment in compliance with the Class Counsel’s Attorneys’ FeesAction Fairness Act (“CAFA”), Reimbursement of Expenses28 U.S.C. § 1715, and Incentive Awards for Class Representativesshall do so in a timely manner upon the “Appropriate State Official” and “Appropriate Federal Official,” as those terms are defined by CAFA. 7.4. Up to fifty thousand U.S. dollars (a$50,000) of the Settlement Class Counsel Amount may submit an application or applications be used to effectuate the Court (notice and administration of the “Fee and Expense Application”) forSettlement, which shall include, but not be limited to: (i) an award retention and work of attorneys’ fees not a settlement administrator and/or experts in excess connection with the de- velopment of one-third a plan of allocation and distribution; (ii) retention and work of a Claims Administra- tor in connection with the provision of notice, claims review and distribution of the Settlement Fund; plus and (iiiii) reimbursement acquisition from an appropriate source of expenses and costs incurred data regarding U.S. Dollar LIBOR-Based Debt Securities in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by allocation of the Settlement Fund (until paid), as may be awarded by the Court (the collectively “Fee Notice and Expense AwardAdministration Costs”). If for any reason the Settlement Class Agreement fails to become effective, the amounts paid or incurred for any Notice and Administration Costs up to fifty thousand U.S. dollars ($50,000) shall not be recoupable by Norinchukin from Bondholder Plaintiffs’ Counsel reserve or any other person. Any Notice and Administration Costs incurred or invoiced on or after the execution date of this Settlement Agreement shall be shared proportionally among all settlement amounts to be distributed at the same time as the Norinchukin Settlement Amount. 7.5. Norinchukin shall cause the Settlement Amount to be paid to the Escrow Agent by wire transfer within twenty (20) business days following the Execution Date, provided that within five (5) business days following the Execution Date, Bondholder Plaintiffs’ Counsel provides Nor- inchukin with such information as Norinchukin may require to complete the wire transfer. 7.6. This Settlement is not a claims-made settlement, and if all conditions of the Settle- ment are satisfied and the Judgment is entered and becomes Final, no portion of the Settlement Fund will be returned to Norinchukin. If any portion of the Net Settlement Fund remains following distribution pursuant to paragraph 8 and is of such an amount that, in the discretion of the Claims Administrator in coordination with Bondholder Plaintiffs’ Counsel, it is not cost effective or effi- cient to redistribute to the Bondholder Class, then such remaining funds, after payment of any further notice and administration costs and Taxes and Tax Expenses and other costs and expenses related to the Action, shall be donated to a non-profit charitable organization selected by Bond- holder Plaintiffs’ Counsel and approved by the Court. 7.7. Without prejudice to the Bondholder Plaintiffs’ right to make additional applications for Court approval seek enforcement of fees this Agreement by motion or otherwise, if the Settlement Amount is not timely received by the Escrow Agent, then Bondholder Plaintiffs’ Counsel may terminate this Agreement if the following occur: (i) Bondholder Plaintiffs’ Counsel has notified Norinchukin Counsel in writing of Bondholder Plaintiffs’ Counsel’s intention to terminate this Agreement; and expenses incurred (ii) the entire Settlement Amount is not received into the Settlement Fund within ten (10) business days after Bondholder Plaintiffs’ Counsel has provided such written notice. 7.8. The Settlement Fund shall be invested exclusively in accounts backed by the full faith and reasonable incentive awardscredit of the United States Government or fully insured by the United States Government or an agency thereof, but including a U.S. Treasury Fund. The proceeds of these accounts shall be reinvested in no event shall Releasees be responsible to pay any such additional fees and expenses except similar instruments at their then-current market rates as they mature. All risks related to the extent they are paid out investment of the Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Settlement Fund. 7.9. All funds held by the Escrow Agent shall be deemed and considered to be in cus- todia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and the Distribution Plan approved by the Court. 7.10. The Settlement Fund shall be applied as follows: (bi) Subject to Court approvalpay all the costs and expenses reasonably and actually incurred in con- nection with providing Class Notice and the administration of the Settle- ment, Endincluding, without limitation, locating members of the Bondholder Class, soliciting Bondholder Class Members’ claims, assisting with the fil- ing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (ii) to pay the Taxes and Tax Expenses described in paragraph 9.3 hereof; (iii) to pay Escrow Agent costs; (iv) to pay the cost for the acquisition of data necessary for Bondholder Plain- tiffs to develop an Allocation Plan; (v) to pay any other Court-Payor Plaintiffs approved fees and expenses; (vi) to pay any Fee and Expense Award, if and to the extent allowed by the Court; (vii) to pay any service award; (viii) to pay all costs and expenses reasonably and actually incurred in assisting Settlement Class Counsel shall be reimbursed Members with the filing and paid solely out processing of claims; and (ix) to distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants for all expenses includingthe Bondholder Class, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded as allowed by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments pursuant to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49Class Distribution Order. (c) The procedure 7.11. With the object of reducing the costs of Class Notice, Bondholder Plaintiffs’ Coun- sel shall use reasonable efforts to coordinate the provision of Class Notice pertaining to this Agree- ment with the provision of notice for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ feesany other settlements that may be reached in this Action. In all events, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement Xxxxxxxxxxx shall have any responsibility for, or interest in, or no liability whatsoever with respect to any payment to Settlement for the costs of Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award Notice beyond those set forth in the Actionparagraph 7.4 above. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3137. Releasors shall look solely to the Settlement Fund Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims is against the Settlement Fund, and Releasors shall have no other recovery against Aisan Defendants or any other Releasee for any as to the Released Claims. 3238. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel19, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this AgreementParagraphs 28 and 34. 3339. End-Payor Plaintiffs Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court OrderOrder and the provisions of Paragraphs 28 and 34. Aisan Defendants and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs the Direct Purchaser Plaintiff or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives. Instead, but all such costs, fees, and expenses as approved by the Court Court, or authorized by Paragraphs 28 and 34, shall be paid out of the Settlement Fund. 34. I. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and Award for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”)Class Representative 40. Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation costs and expenses and any award of attorneys’ fees. An incentive awardsaward to the Direct Purchaser Plaintiff, if approved by the Court, will also be paid solely out of the Settlement Fund. Attorneys’ fees and costs and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or or further proceedings on remand, or successful collateral attack, the fee or award of costs and expenses is reduced or reversed, or in the event the Agreement Settlement is rescinded or terminated pursuant otherwise fails to Paragraph 27(h) or Paragraph 49become effective. (c) 41. The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, costs and expenses, and or an incentive awards award for class representatives the Class Representative to be paid out of the Settlement Fund is are not part of this Agreement, and is are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any the settlement, and any order or proceeding relating to the Fee a request for attorneys’ fees and Expense Applicationreimbursement of expenses or incentive awards, or any appeal from any such order order, shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no 42. Neither Aisan nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs Direct Purchaser Plaintiff of any Fee fee and Expense Award expense award, or incentive award, in the Action. (e) 43. Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs Counsel and/or any other person who may assert some claim thereto, of any Fee fee and Expense Award expense award that the Court may make in the Action.

The Settlement Fund. 3133. Releasors shall look solely In addition to the Settlement Fund Cooperation and Prospective Conduct provided herein, Releasors’ sole source or recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims is against the Settlement Fund, and Releasors shall have no other recovery against Aisan Defendants KOITO or any Releasee for any Released Claimsother Releasee. 3234. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel24, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 32 of this Agreement. 3335. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Orderorder. Aisan Defendants KOITO and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement ClassClasses’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 3436. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may may, after preliminary approval of this Agreement at a time to be determined in its sole discretion, submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action Actions and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall KOITO or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h29(h) or Paragraph 4952. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreementthe settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval final approval of the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither KOITO nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the ActionActions. (e) Neither Aisan Defendants KOITO nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among any payment to Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the ActionActions.

The Settlement Fund. 3132. Releasors shall look solely to the The Settlement Fund is Releasors’ sole monetary recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims against the Releasees, and Releasors shall have no other monetary recovery against Aisan Defendants or any Releasee for any Released Claimsother than the Settlement Fund. 3233. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel23, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 31 of this Agreement. 3334. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants NRC and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 3435. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) After preliminary approval of this Settlement, Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall NRC or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h28(h) or Paragraph 4948. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreementthe Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval final approval of the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither NRC nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants NRC nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 311. Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Settling Defendant Releasees of all Released Claims, and shall have no other recovery against Aisan Settling Defendants or any Releasee for any Released Claimsother Settling Defendants Releasee. 322. After this Agreement becomes final Final within the meaning of Paragraph 22, 4 and at a time to be determined by Settlement Class Counselany possible application of the Reduction Formula has occurred, the Settlement Fund Fund, except for the payment of tax related deposits and settlement fund expenses, shall be distributed only in accordance with a plan Plan of Distribution to be submitted to the Court at the appropriate time by Settlement Class Co-Lead Counsel, and subject to approval by the Court. In no event shall any Releasee Settling Defendants have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except administration. 3. At the appropriate time, Co-Lead Counsel shall submit to the Court a Plan of Distribution. 4. Upon further orders of the Court, the Settlement Administrator, subject to the supervision of Co-Lead Counsel and the Court as expressly otherwise provided may be necessary or advisable, shall administer the claims submitted by members of the Class and shall oversee distribution of the Settlement Fund to qualified and authorized claimants pursuant to the Plan of Distribution. Subject to the terms of this Agreement and any order(s) of the Court the Settlement Fund shall be applied as follows: a. To pay all costs and expenses reasonably incurred in Paragraph 30 connection with: i) providing Notice; ii) administering and distributing the Settlement Fund to qualified and authorized claimants; and, iii) the Escrow; b. To pay all taxes and expenses related to filing and payment of taxes; c. To pay any Attorneys’ Fee and Expense Award(s) as ordered by the Court; d. To pay qualified and authorized claimants pursuant to the terms of this Agreement, the Plan of Distribution or such further order(s) of the Court; and, e. To pay such other and further costs and expenses as may be necessary or advisable pursuant to further orders of the Court. Subject to the foregoing, upon the Effective Date and thereafter and in accordance with the terms of this Agreement, the Plan of Distribution and further order(s) of the Court, the Settlement Fund shall be distributed in the manner ordered by the Court. 335. End-Payor Settling Defendants and the Settling Defendant Releasees or their counsel shall not have any responsibility for, or interest in or liability with respect to or arising from the distribution of the Settlement Fund, the Plan of Distribution, the determination, administration or calculation of claims; the Settlement Fund’s qualification as a QSF, the payment or withholding of taxes and related expenses. Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses attorneys’ fees and costs, as provided by Court Orderexpenses. Aisan Defendants and the other The Settling Defendant Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs Plaintiffs’ or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 346. The Plan of Distribution and any related orders or actions of the Court, the Settlement Administrator or Co-Lead Counsel in implementing or effectuating the Plan of Distribution or any part of it is not a part of this Agreement and any order or proceedings related to the Plan of Distribution shall not affect the operation of this Agreement, the finality of the Final Approval Order, or any other order made in connection with this Agreement. 7. Class Counsel’s Attorneys’ Fees, Fees and Reimbursement of Expenses, and Incentive Awards for Class Representatives.: (a) Settlement Class a. Co-Lead Counsel may submit an application or applications to the Court (the “Fee and Expense ApplicationApplication(s)”) for distribution of fees and expenses to Class Counsel from the Settlement Fund (including other Settlement Funds in the Action) and Settling Defendants shall not oppose such application for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus and (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awardsAction, plus interest on such attorneys’ fees, costs, costs and expenses at the same rate and for the same period as earned by the Settlement Fund Fund(s) (until paid), ) as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Co-Lead Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awardsincurred, but in no event shall Settling Defendants or the Settling Defendant Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund.Fund(s); (b) Subject to Court approvalb. The Fee and Expense Award, End-Payor Plaintiffs and Settlement Class Counsel as approved by the Court, shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding Fund(s). After this Agreement becomes Final within the existence meaning of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if Paragraph 4 and when, provided that at least $118,000,000 is held back in Escrow as a result of any appeal and/or further proceedings on remand, or successful collateral attackprovided in Paragraph 9 d. (iv), the fee Fee and Expense Award may be paid to Co-Lead Counsel or award their assignees within ten (10) business days after entry of expenses is reduced an order of the Court authorizing the same or reversed, or in unless otherwise ordered by the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49Court. (c) c. The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Co-Lead Counsel for attorneys’ the amount and method of payment of Class Counsel’s fees, costs, costs and expenses, and incentive awards for class representatives expenses to be paid out of the Settlement Fund is Fund(s) are not part of this Agreement, and is are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any the Settlement, and any order or proceeding relating to the any Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlement.; (d) Other than to pay the Settlement Amount as provided herein, no d. Neither Settling Defendants nor any other Settling Defendants Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action.; and (e) e. Neither Aisan Settling Defendants nor any other Settling Defendants Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim theretothereto from the Settlement Fund(s), of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 31. Releasors shall look solely to the Settlement Fund for settlement and satisfaction against the Releasees of all Released Claims, and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel22 of this Agreement, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, obligation or liability whatsoever with respect to the investment, distribution, distribution or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 3332. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Orderorder. Aisan The Panasonic Defendants and the other Releasees shall not be liable for any costs, fees, fees or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, agents or representatives, but all such costs, fees, fees and expenses as approved by the Court shall be paid out of the Settlement Fund. 3433. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, Expenses and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may may, at a time to be determined in its sole discretion after preliminary approval, submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, ; plus (iii) interest on such attorneys’ fees, costs, costs and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall the Panasonic Defendants or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, current or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, therefrom or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 4949 of this Agreement. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, costs and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreementthe Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, Agreement or affect or delay the finality of the Final Court Approval final approval of the Settlementsettlement. (d) Other than to pay Neither the Settlement Amount as provided herein, no Panasonic Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan the Panasonic Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action. It is understood and agreed by the parties that any distribution plan, including any adjustments to any authorized claimant’s claim, is not a part of this Agreement and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of the settlement set forth in this Agreement, and any order or proceedings relating to such distribution plan shall not operate to terminate or cancel this Agreement or affect the finality of the Judgment, the final approval order or any other orders entered pursuant to this Agreement. The time to appeal from an approval of the settlement shall commence upon the Court’s entry of the Final Judgment regardless of whether either the distribution plan or an application for attorneys’ fees and expenses has been submitted to the Court or approved.

The Settlement Fund. 31. Releasors shall look solely to As full and complete consideration for the Settlement, DCSI will pay the total amount of $1,500,000.00 (ONE MILLION, FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS) as the Settlement Fund for in settlement and satisfaction against the Releasees of all Released Claims, claims of Plaintiff and shall have no other recovery against Aisan Defendants or any Releasee for any Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel, the Members described herein. The Settlement Fund shall be distributed in accordance with a plan include payments to be submitted to the Court at the appropriate time by claiming Settlement Class CounselMembers, as discussed below, any Redistribution, and subject the following amounts, collectively referred to approval as “Settlement Costs”: (i) any award of attorneys’ fees and costs to Class Counsel approved by the Court. In no event shall ; (ii) any Releasee have any responsibility, financial obligation, or liability whatsoever with respect payment for the general release from Plaintiff approved by the Court; (iii) all costs of providing notice to the investment, distribution, or administration of persons in the Settlement FundClass (including, but not limited to, costs for the Notice Program); (iv) all costs of administering the Settlement, including, but not limited to, the cost of printing and mailing settlement payments, Claim Forms, and the cost of maintaining a designated post office box for receiving Claim Forms; and (v) the fees, expenses and all other costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 of this Agreement. 33the Settlement Administrator. End-Payor Plaintiffs and The Settlement Fund shall be reduced by the Settlement Costs prior to making any awards to Settlement Class Counsel Members, as set forth in Section G.3. DCSI shall not, under any circumstances, be obligated to pay any amounts in addition to the Settlement Fund in connection with the Settlement. Within 21 days after entry of the Preliminary Approval Order, DCSI shall advance to the Settlement Administrator such money as the Settlement Administrator reasonably determines to be necessary to effectuate the Court-approved notice plan; this payment shall be reimbursed treated as a contribution to the Settlement Fund and indemnified solely out it shall be credited toward DCSI’s total financial obligation pursuant to this Settlement. The balance of the Settlement Fund (i.e., $1,500,000 less amounts previously advanced for all expenses and costs, as provided by Court Order. Aisan Defendants and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court notice) shall be paid out of the Settlement Fund. 34. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments transmitted to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, Administrator 7 days after the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49Effective Date. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3130. Releasors shall look solely to the Settlement Fund for monetary settlement and satisfaction against the Releasees of all Released Claims, and other than Cooperation and Injunctive Relief, shall have no other recovery against Aisan Defendants Continental or any Releasee for any Released Claims. 3231. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel21, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 29 of this Agreement. 3332. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants Continental and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 3433. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Continental or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h26(h) or Paragraph 4947. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of this Agreementthe Settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval final approval of the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither Continental nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants Continental nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3127. Releasors shall look solely to the Settlement Fund Releasors’ sole source or recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims and claims to be waived and released pursuant to Paragraphs 20 and 21 is against the Settlement Amount, and Releasors shall have no other financial recovery against Aisan Defendants Bosch or any other Releasee for any as to the Released Claims. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel18, the Settlement Fund Amount shall be distributed in accordance with a plan to be submitted at a time to be determined in the Court at the appropriate time by sole discretion of Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement FundAmount, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 Paragraphs 23(d) and 26 of this Agreement. 3328. End-Payor Plaintiffs Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Orderorder and the provisions of Paragraphs 23(d), 26 and 29. Aisan Defendants Bosch and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs Direct Purchaser Plaintiff or the Settlement Class’ ’s respective attorneys, experts, advisors, agents, or representatives. Instead, but all such costs, fees, and expenses as approved by the Court Court, or authorized by Paragraphs 23(d) and 26, shall be paid out of the Settlement Fund. 3429. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and an Incentive Awards Award for the Class RepresentativesRepresentative. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and except as provided herein, Direct Purchaser Plaintiff and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation costs and expenses and any award of attorneys’ fees incurred in connection with this Action and settlement negotiations with Bosch. An incentive awardsaward to the Direct Purchaser Plaintiff, if approved by the Court, will also be paid solely out of the Settlement Fund. Attorneys’ fees and costs and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of costs and expenses is reduced or reversed, or in the event the this Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy Section F of this Agreement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of the Settlement. (d) Other than to pay the Settlement Amount as provided herein, no Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants nor any other Releasee under this Agreement shall have any responsibility for, may submit an application or interest in, or liability whatsoever with respect applications to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, Court for: (i) an award of any Fee and Expense Award that the Court may make in the Action.attorneys’ fees,

The Settlement Fund. 31. Releasors shall look solely to the Settlement Fund Releasor’s sole monetary recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims is against the Settlement Fund, and Releasors shall have no other monetary recovery against Aisan Defendants Kiekert or any Releasee for any Released Claimsother Releasee. 32. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration administration, except as expressly otherwise provided in Paragraph 30 of this Agreement. 33. End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants Kiekert and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 34. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-one- third of the Settlement Fund; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve reserves the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Kiekert or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h) or Paragraph 49. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is not part of this Agreement, and is to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness reasonableness, and adequacy of this Agreementthe settlement. Any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order order, shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval final approval of the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither Kiekert nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants Kiekert nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.

The Settlement Fund. 3130. Releasors shall look solely to the Settlement Fund Releasors’ sole recourse for settlement and satisfaction against the Releasees of all Released ClaimsClaims is against the Settlement Fund, and Releasors shall have no other recovery against Aisan Defendants Sumitomo or any Releasee for any Released Claimsother Releasee. 3231. After this Agreement becomes final within the meaning of Paragraph 22, and at a time to be determined by Settlement Class Counsel20, the Settlement Fund shall be distributed in accordance with a plan to be submitted to the Court at the appropriate time by Settlement Class Counsel, and subject to approval by the Court. In no event shall any Releasee have any responsibility, financial obligation, or liability whatsoever with respect to the investment, distribution, or administration of the Settlement Fund, including, but not limited to, the costs and expenses of such distribution and administration except as expressly otherwise provided in Paragraph 30 29 of this Agreement. 3332. End-Payor Truck and Equipment Dealer Plaintiffs and Settlement Class Counsel shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses and costs, as provided by Court Order. Aisan Defendants Sumitomo and the other Releasees shall not be liable for any costs, fees, or expenses of any of End-Payor Plaintiffs Truck and Equipment Dealer Plaintiffs’ or the Settlement Class’ respective attorneys, experts, advisors, agents, or representatives, but all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. 3433. Settlement Class Counsel’s Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives. (a) Settlement Class Counsel may submit an application or applications to the Court (the “Fee and Expense Application”) for: (i) an award of attorneys’ fees not in excess of one-third of the Settlement Fundfees; plus (ii) reimbursement of expenses and costs incurred in connection with prosecuting the Action and incentive awards, plus interest on such attorneys’ fees, costs, and expenses at the same rate and for the same period as earned by the Settlement Fund (until paid), ) as may be awarded by the Court (the “Fee and Expense Award”). Settlement Class Counsel reserve the right to make additional applications for Court approval of fees and expenses incurred and reasonable incentive awards, but in no event shall Sumitomo or any other Releasees be responsible to pay any such additional fees and expenses except to the extent they are paid out of the Settlement Fund. (b) Subject to Court approval, End-Payor Truck and Equipment Dealer Plaintiffs and Settlement Class Counsel shall be reimbursed and paid solely out of the Settlement Fund for all expenses including, but not limited to, attorneys’ fees and past, current, or future litigation expenses and incentive awards. Attorneys’ fees and expenses awarded by the Court shall be payable from the Settlement Fund upon award, notwithstanding the existence of any timely filed objections thereto, or potential appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Settlement Class Counsel’s obligation to make appropriate refunds or repayments to the Settlement Fund with interest, if and when, as a result of any appeal and/or further proceedings on remand, or successful collateral attack, the fee or award of expenses is reduced or reversed, or in the event the Agreement is rescinded or terminated pursuant to Paragraph 27(h25(h) or Paragraph 4945. (c) The procedure for and the allowance or disallowance by the Court of the application by Settlement Class Counsel for attorneys’ fees, costs, costs and expenses, and incentive awards for class representatives to be paid out of the Settlement Fund is are not part of this Agreement, and is are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness reasonableness, and adequacy of this Agreement. Any the Settlement, and any order or proceeding relating to the Fee and Expense Application, or any appeal from any such order order, shall not operate to terminate or cancel this Agreement, or affect or delay the finality of the Final Court Approval of judgment approving the Settlementsettlement. (d) Other than to pay the Settlement Amount as provided herein, no Neither Sumitomo nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to any payment to Settlement Class Counsel and/or End-Payor Truck and Equipment Dealer Plaintiffs of any Fee and Expense Award in the Action. (e) Neither Aisan Defendants Sumitomo nor any other Releasee under this Agreement shall have any responsibility for, or interest in, or liability whatsoever with respect to the allocation among Settlement Class Counsel, End-Payor Plaintiffs Truck and Equipment Dealer Plaintiffs, and/or any other person who may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Action.