Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before (a) The Settlement Fund shall be established as an escrow account and administered by the Court issues Escrow Agent, subject to approval by the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Court. The Settlement Fund shall be administered pursuant to this Agreement and subject to the Settlement Class, expenses associated with administering the Settlement, Court’s continuing supervision and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fundcontrol. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, No monies shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement FundFund without the specific authorization of Lender Plaintiffs’ Counsel and either the Court or HSBC. Counsel for the Parties agree to cooperate, in good faith, to form an appropriate escrow agreement in conformance with this Agreement. (b) In consideration of the full release and discharge of all claims, HSBC will cause to be wired the entire Settlement Amount within (10) days after the Effective Date upon District Court approval. In enters the event Preliminary Approval Order. (c) Without prejudice to the Lender Plaintiffs’ right to seek enforcement of this Agreement by motion or otherwise, if the Settlement Amount is not timely transferred to the escrow account, Lender Plaintiffs’ Counsel may terminate this Agreement if the following occur: (i) Lender Plaintiffs’ Counsel has notified HSBC’s Counsel in writing of Lender Plaintiffs’ Counsel’s intention to terminate this Agreement; and (ii) The entire Settlement Amount is disapproved, terminated, or otherwise fails not transferred to become effective, the Settlement Fund shall be refunded to Settling Defendants plus interest earned within ten (net of any taxes paid on 10) business days after Lender Plaintiffs’ Counsel has provided such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Courtwritten notice. b. At all times prior to the Effective Date, the (d) The Settlement Fund shall be invested as set forth exclusively in the Escrow Agreement, in instruments accounts backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation (“FDIC”); or (ii) up secured by instruments backed by the full faith and credit of the United States Government. The proceeds of these accounts shall be reinvested in similar instruments at their then-current market rates as they mature. All risks related to the guaranteed FDIC limit. After the Effective Date, investment of the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on accordance with the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After (e) All funds held by the Effective DateEscrow 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 Agreement and the Plan of Distribution approved by the Court. (f) The Settlement Fund shall be distributed applied as follows: (i) To pay any Fee and Expense Award, if and to the extent allowed by the Court; (ii) To pay all the costs and expenses reasonably and actually incurred in accordance connection with providing Class Notice and the administration of the settlement, including, without limitation, locating members of the Settlement Class, soliciting Lender Class Members’ claims, assisting with the Courtfiling of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (iii) To pay the Taxes and tax expenses described in Paragraph 12 hereof; (iv) To pay any other Court approved fees and expenses including Lender Plaintiffs’ Counsel out-approved plan for such distribution. After making of-pocket expenses, compensatory awards and disbursements; and (v) To distribute the balance of the Settlement PaymentFund (the “Net Settlement Fund”) to Authorized Claimants as allowed by the Court pursuant to the Class Distribution Order. (g) With the object of reducing the costs of Class Notice, Settling Defendants Lender Plaintiffs’ Counsel shall use their reasonable best efforts to coordinate the provision of Class Notice pertaining to this Agreement with the provision of notice for any other settlements that may be reached. In all events, HSBC shall have no liability for the costs of provision of notice beyond those set forth in Paragraph 10(b). (h) As set forth above, HSBC shall be responsible for paying the Settlement Amount. HSBC shall have no responsibility whatsoever for the allocation any other costs, including, as further detailed in this Agreement, any attorneys’ fees and expenses or distribution of the Settlement Fund and shall not be responsible for disputes any Taxes or tax-related costs relating to the amountSettlement Fund, allocationbut all such fees, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants and costs shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment be paid from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling PlaintiffsFund, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall Court. (i) If the Settlement does not become final, the entire amount paid or caused to be paid out by HSBC plus all accrued interest, less the costs of the Settlement Fundnotice and administration, shall promptly be returned to HSBC. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants Defendant plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling DefendantsDefendant. Settling Defendants Defendant shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants Defendant shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants Defendant shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants Defendant shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants Defendant shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before (a) The Settlement Fund shall be established as an escrow account and administered by the Court issues Escrow Agent, subject to approval by the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Court. The Settlement Fund shall be administered pursuant to this Agreement and subject to the Settlement Class, expenses associated with administering the Settlement, Court’s continuing supervision and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fundcontrol. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, No monies shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement FundFund without the specific authorization of Lender Plaintiffs’ Counsel and either the Court or Barclays. Counsel for the Parties agree to cooperate, after in good faith, to form an appropriate escrow agreement in conformance with this Agreement. (b) In consideration of the Effective Date upon full release and discharge of all claims, Barclays will cause to be wired the entire Settlement Amount within fifteen (15) business days of when (i) the Court approval. In enters the event Preliminary Approval Order, and (ii) the Lender Plaintiffs provide Barclays with such information as Barclays may require to complete payment of the Settlement Amount via wire transfer. (c) Without prejudice to the Lender Plaintiffs’ right to seek enforcement of this Agreement by motion or otherwise, if the Settlement Amount is disapprovednot timely transferred to the escrow account, terminated, or otherwise fails Lender Plaintiffs’ Counsel may terminate this Agreement if the following occur: (i) Lender Plaintiffs’ Counsel has notified Barclays’ Counsel in writing of Lender Plaintiffs’ Counsel’s intention to become effective, terminate this Agreement; and (ii) The entire Settlement Amount is not transferred to the Settlement Fund shall be refunded to Settling Defendants plus interest earned within ten (net of any taxes paid on 10) business days after Lender Plaintiffs’ Counsel has provided such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Courtwritten notice. b. At all times prior to the Effective Date, the (d) The Settlement Fund shall be invested as set forth exclusively in the Escrow Agreement, in instruments accounts backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account that is either: (i) fully insured by the Federal Deposit Insurance Corporation (“FDIC”); or (ii) up secured by instruments backed by the full faith and credit of the United States Government. The proceeds of these accounts shall be reinvested in similar instruments at their then-current market rates as they mature. All risks related to the guaranteed FDIC limit. After the Effective Date, investment of the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on accordance with the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund investment guidelines set forth in this paragraph shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After (e) All funds held by the Effective DateEscrow 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 Agreement and the Plan of Distribution approved by the Court. (f) The Settlement Fund shall be distributed applied as follows: (i) To pay any Fee and Expense Award, if and to the extent allowed by the Court; (ii) To pay all the costs and expenses reasonably and actually incurred in accordance connection with providing Class Notice and the administration of the settlement, including, without limitation, locating members of the Settlement Class, soliciting Lender Class Members’ claims, assisting with the Courtfiling of claims, administering and distributing the Net Settlement Fund to Authorized Claimants, and processing proof of claim and release forms; (iii) To pay the Taxes and tax expenses described in Paragraph 12 hereof; (iv) To pay any other Court approved fees and expenses including Lender Plaintiffs’ Counsel out-approved plan for such distribution. After making of-pocket expenses, compensatory awards and disbursements; and (v) To distribute the balance of the Settlement PaymentFund (the “Net Settlement Fund”) to Authorized Claimants as allowed by the Court pursuant to the Class Distribution Order. (g) With the object of reducing the costs of Class Notice, Settling Defendants Lender Plaintiffs’ Counsel shall use their reasonable best efforts to coordinate the provision of Class Notice pertaining to this Agreement with the provision of notice for any other settlements that may be reached. In all events, Barclays shall have no liability for the costs of provision of notice beyond those set forth in Paragraph 10(b). (h) As set forth above, Barclays shall be responsible for paying the Settlement Amount. Barclays shall have no responsibility whatsoever for the allocation any other costs, including, as further detailed in this Agreement, any attorneys’ fees and expenses, service awards, or distribution of the Settlement Fund and shall not be responsible for disputes any Taxes or tax-related costs relating to the amountSettlement Fund, allocationbut all such fees, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants and costs shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment be paid from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling PlaintiffsFund, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court Court. (i) If the Settlement does not become final, the entire amount paid or caused to be paid by Barclays plus all accrued interest, less the costs of notice and administration up to a maximum of $250,000, shall be paid out of the Settlement Fundreturned to Barclays within ten (10) business days. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. (a) Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with Direct Purchaser Classes and administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants Ranbaxy plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not reasonably paid or incurred up to exceed fifty thousand dollars ($250,00050,000). Court The Court’s approval shall not be required for disbursements for or distributions of Administration Expenses for amounts (in the aggregate) of less than fifty thousand dollars ($250,00050,000). Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. (b) At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government government or fully insured by the United States Government government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designeeClass Counsel. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants Ranbaxy shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. (c) After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants Ranbaxy shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses. Further, after making the Settlement Payment, Ranbaxy shall not be liable for any additional payments, including attorneys’ fees. Settling Defendants shall provide reasonable cooperationwithout limitation any damages, as neededfines, in connection with claims administrationpenalties, including providing data and answers punitive damages, or forfeitures, to data questionsPlaintiffs, Class Counsel, or the Direct Purchaser Classes pursuant to this Settlement Agreement. d. Settling Defendants (d) Ranbaxy shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 belowParagraphs 7(a) and 13. e. Settling Plaintiffs, Lead Counsel (e) Plaintiffs and Settlement Class Counsel may shall be reimbursed and indemnified solely out of the Settlement Fund for all expenses. Settling Defendants Ranbaxy shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s Direct Purchaser Classes’ respective attorneys, experts, advisors, agents, or representatives, but any all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. (f) To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000150,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants Defendant plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000150,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000150,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling DefendantsDefendant. Settling Defendants Defendant shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants Defendant shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants Defendant shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants Defendant shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs Paragraph 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Upon prior approval by the Court, Settling Plaintiffs, Lead Counsel Counsel, and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants Plaintiffs, Lead Counsel, and Settlement Class Counsel shall not seek reimbursement of any expenses (other than as authorized in para l Motion. Settling Defendant shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000150,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants Defendant plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000150,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000150,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling DefendantsDefendant. Settling Defendants Defendant shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants Defendant shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants Defendant shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants Defendant shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs Paragraph 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants Defendant shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice 38. The Escrow Account shall be established as a “qualified settlement fund” as defined in Section 1.468B-1(a) of the Settlement to United States Treasury Regulations. 39. The cost of settlement notice, claims administration, class representatives’ incentive awards, attorneys’ fees, reimbursement of all actual expenses of the Settlement ClassAction, expenses associated with administering the Settlementany other litigation costs of Plaintiffs, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claimsall applicable taxes, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Dateif any, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the 40. The Settlement Fund shall be invested as set forth in the Escrow Agreement, in short-term instruments backed by the full faith and credit of the United States Government or fully insured in writing by the United States Government Government, or an agency thereofmoney market funds rated Aaa and AAA, including a U.S. Treasury Money Market Fund respectively, by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s. 41. Defendants shall not have any responsibility, financial obligation, or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up liability whatsoever with respect to the guaranteed FDIC limit. After the Effective Dateinvestment, the Settlement Fund shall be invested as directed in writing by Lead Counsel distribution, use, or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part administration of the Settlement Fund, including, but not limited to, the costs and expenses of such investment, distribution, use, or administration, except as expressly otherwise provided in this Settlement Agreement. 42. Any losses on Each Defendant’s only payment obligation is to pay the Settlement Fund shall be borne by the Settlement Fund Amount. Except as provided in Paragraphs E.33 and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability39, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other feesexpenses, or expenses fees of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any . Payment of all such costs, expenses, and fees, and expenses as approved by the Court Court, shall be paid only out of the Settlement Fund. f. To 43. The distribution of the extent that there Settlement Fund shall be administered pursuant to a plan of allocation (the “Plan of Allocation”) proposed by Co-Lead Counsel and subject to the approval of the Court. If such approval is any ambiguity not obtained, Co-Lead Counsel shall revise the Plan of Allocation as necessary until approval of the Court is obtained. Defendants shall have no participatory or inconsistency concerning disbursements when this Settlement Agreement approval rights with respect to the Plan of Allocation, and the Escrow Agreement are read together, Court’s rejection of the terms Plan of Allocation shall not affect the validity or enforceability of this Settlement Agreement shall controlAgreement.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the collecti Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court Court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than up to $250,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000150,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not to exceed $250,000150,000. Court approval shall not be required for disbursements for Administration Expenses for amounts (in the aggregate) of less than $250,000150,000. Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designee. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses, including attorneys’ fees. Settling Defendants shall provide reasonable cooperation, as needed, in connection with claims administration, including providing data and answers to data questions. d. Settling Defendants shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs Paragraph 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 below. e. Settling Plaintiffs, Lead Counsel and Settlement Class Counsel may be reimbursed solely out of the Settlement Fund for all expenses. Settling Defendants shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s respective attorneys, experts, advisors, agents, or representatives, but any such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.

The Settlement Fund. a. (a) Before the Court issues the Final Approval Order, disbursements for reasonable expenses, including expenses associated with providing notice of the Settlement to the Settlement Class, expenses associated with Class and administering the Settlement, and expenses associated with developing a plan of allocation of the Settlement Fund to those who submit valid and timely claims, and any payments and expenses incurred in connection with taxation matters relating to the Settlement and this Settlement Agreement (collectively, “Administration Expenses”) may be made from the Settlement Fund. Disbursements for Administration Expenses prior to or after the Effective Date may be made without court order up to a total of $250,000; all Administration Expenses incurred or owed by Settlement Class Counsel in excess of this amount whether before or after the Effective Date, shall be borne by Settlement Class Counsel, who may be repaid from the Settlement Fund, or may seek to have outstanding invoices paid from the Settlement Fund, after the Effective Date upon Court approval. In the event the Settlement Agreement is disapproved, terminated, or otherwise fails to become effective, the Settlement Fund shall be refunded to Settling Defendants Ranbaxy plus interest earned (net of any taxes paid on such interest), minus Administration Expenses not reasonably paid or incurred up to exceed two hundred and twenty five thousand dollars ($250,000225,000). Court approval shall not be required for disbursements for or distributions of Administration Expenses for amounts (in the aggregate) of less than two hundred and twenty five thousand dollars ($250,000225,000). Otherwise, no disbursement from or distribution of the Settlement Fund shall be made without prior approval of the Court. b. (b) At all times prior to the Effective Date, the Settlement Fund shall be invested as set forth in the Escrow Agreement, in instruments backed by the full faith and credit of the United States Government government or fully insured by the United States Government government or an agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC limit. After the Effective Date, the Settlement Fund shall be invested as directed in writing by Lead Counsel or her designeeClass Counsel. All interest and dividends earned on the Settlement Fund shall become and remain part of the Settlement Fund. Any losses on the Settlement Fund shall be borne by the Settlement Fund and shall not be recoverable from Settling Defendants. Settling Defendants Ranbaxy shall have no liability, obligation, or responsibility of any kind in connection with the investment, disbursement, or other oversight of the Settlement Fund. c. (c) After the Effective Date, the Settlement Fund shall be distributed in accordance with the Court-approved plan for such distribution. After making the Settlement Payment, Settling Defendants Ranbaxy shall have no responsibility whatsoever for the allocation or distribution of the Settlement Fund and shall not be responsible for disputes relating to the amount, allocation, or distribution of any fees or expenses. Further, after making the Settlement Payment, Ranbaxy shall not be liable for any additional payments, including attorneys’ fees. Settling Defendants shall provide reasonable cooperationwithout limitation any damages, as neededfines, in connection with claims administrationpenalties, including providing data and answers punitive damages, or forfeitures, to data questionsthe Plaintiffs, Lead Class Counsel, or the End Payor Classes pursuant to this Settlement Agreement. d. Settling Defendants (d) Ranbaxy shall have no right of reimbursement or repayment from the Settlement Fund except pursuant to Paragraphs 9 or if the Settlement Agreement is terminated as set forth in Paragraph 17 belowParagraphs 7(a) and 13. e. Settling Plaintiffs, (e) Plaintiffs and Lead Counsel and Settlement Class Counsel may shall be reimbursed reimbursed, paid, and indemnified solely out of the Settlement Fund for all expenses. Settling Defendants Ranbaxy shall not be liable for any costs, attorneys’ fees, other fees, or expenses of any of Settling Plaintiffs’ or the Settlement Class’s End Payor Classes’ respective attorneys, experts, advisors, agents, or representatives, but any all such costs, fees, and expenses as approved by the Court shall be paid out of the Settlement Fund. f. (f) To the extent that there is any ambiguity or inconsistency concerning disbursements when this Settlement Agreement and the Escrow Agreement are read together, the terms of this Settlement Agreement shall control.