Common use of The Settlement Fund Clause in Contracts

The Settlement Fund. 6.1 Class Counsel will establish an interest-bearing escrow account to serve as the Settlement Fund at Huntington Bancshares, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counsel, which shall be maintained pursuant to Treasury Regulation § 1.468B-1, et seq. 6.2 By no later than seven days prior to filing the Motion for Preliminary Approval of this Agreement, Hometrust will deposit $700,000 into the Settlement Fund. 6.3 As described in this Agreement, the Settlement Fund shall be the sole source of monetary funds for all relief referenced below and shall be used by the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 may be used to provide the Settlement Class Members notice under the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, including, but not limited to: (i) any act, omission or determination of the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund;

The Settlement Fund. 6.1 Class Counsel will establish 7.1. The Settlement Fund shall be established as an interest-bearing escrow account and administered by the Escrow Agent, subject to serve as approval by the Court. The Settlement Fund shall be administered pursuant to this Agreement and subject to the Court’s continuing supervision and control. No mon- ies shall be paid from the Settlement Fund at Huntington Bancshareswithout the specific authorization of Bondholder Plain- tiffs’ Counsel. Counsel for the Parties agree to cooperate, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counselin good faith, to form an appropriate escrow agreement in conformance with this Agreement. 7.2. Credit Suisse shall pay the Settlement Amount to be deposited into the Settlement Fund, which shall constitute the sole recovery against any of the Released Credit Suisse Parties. None of the Released Credit Suisse Parties shall have any obligation to make any further payment, including for cost of class notice or administration, subject to paragraph 7.4 below. Under no cir- cumstances will Credit Suisse be maintained pursuant required to Treasury Regulation § 1.468B-1pay more than the Settlement Amount. Attorneys’ fees, et seq. 6.2 By no later than seven days prior costs, incentive payments to filing class representatives, expenses of Class Notice and Claims Ad- ministration, any Fee and Expense Award, Taxes and Tax Expenses, Escrow Agent costs, and any other costs associated with the Motion for Preliminary Approval implementation shall be paid exclusively out of this Agreement, Hometrust will deposit $700,000 into the Settlement Fund. 6.3 As described 7.3. Credit Suisse shall bear the costs and responsibility of serving notice of the Settle- ment in this Agreementcompliance with the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, and shall 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 sixty thousand U.S. dollars ($60,000.00) of the Settlement Fund shall be the sole source of monetary funds for all relief referenced below and shall be used by the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 Amount may be used to provide the Settlement Class Members notice under effectuate the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the managementSettlement, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also which shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, includinginclude, but not be limited to: (i) any act, omission or determination retention and work of the Settlement Administrator, or any of their respective designees or agents, a settlement administrator and/or experts in connection with the administration development of the settlement or Agreement or otherwisea plan of allocation and distribution; (ii) retention and work of a Claims Ad- ministrator in connection with the managementprovision of notice, investment, or claims review and distribution of the Set- tlement Fund; and (iii) acquisition from an appropriate source of data regarding U.S. Dollar LI- BOR-Based Debt Securities in connection with the allocation of the Settlement Fund (collectively “Notice and Administration Costs”). If for any reason the Settlement Agreement fails to become effective, the amounts paid or incurred for any Notice and Administration Costs up to sixty thou- sand U.S. dollars ($60,000.00) shall not be recoupable by Credit Suisse from Bondholder Plain- tiffs’ Counsel 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 Credit Suisse Settlement Amount. 7.5. Credit Suisse shall cause the Settlement Amount to be paid to the Escrow Agent by wire transfer within fifteen (15) business days following the Execution Date, provided that within five (5) business days following the Execution Date, Bondholder Plaintiffs’ Counsel provides Credit Suisse with such information as Credit Suisse 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 Credit Suisse. 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 seek enforcement of 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 Credit Suisse’s Counsel in writing of Bondholder Plaintiffs’ Counsel’s intention to terminate this Agreement; and (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 credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Fund. 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 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: (i) to pay all the costs and expenses reasonably and actually incurred in con- nection with providing Class Notice and the administration of the Settle- ment, including, 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-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 Members with the filing and processing of claims; and (ix) to distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants for the Bondholder Class, as allowed by the Court pursuant to the Class Distribution Order. 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 any other settlements that may be reached in this Action. In all events, Credit Suisse shall have no liability for the costs of Class Notice beyond those set forth in paragraph 7.4 above.

The Settlement Fund. 6.1 Class Counsel will establish 7.1. The Settlement Fund shall be established as an interest-bearing escrow account and administered by the Escrow Agent, subject to serve as approval by the Court. The Settlement Fund shall be administered pursuant to this Agreement and subject to the Court’s continuing supervision and control. No mon- ies shall be paid from the Settlement Fund at Huntington Bancshareswithout the specific authorization of Bondholder Plain- tiffs’ Counsel. Counsel for the Parties agree to cooperate, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counselin good faith, to form an appropriate escrow agreement in conformance with this Agreement. 7.2. RBS shall pay the Settlement Amount to be deposited into the Settlement Fund, which shall constitute the sole recovery against any of the Released RBS Parties. None of the Released RBS Parties shall have any obligation to make any further payment, including for cost of class notice or administration, subject to paragraph 7.4 below. Under no circumstances will RBS be maintained pursuant required to Treasury Regulation § 1.468B-1pay more than the Settlement Amount. Attorneys’ fees, et seq. 6.2 By no later than seven days prior costs, incentive payments to filing class representatives, expenses of Class Notice and Claims Administration, any Fee and Expense Award, Taxes and Tax Expenses, Escrow Agent costs, and any other costs associated with the Motion for Preliminary Approval implementation shall be paid exclusively out of this Agreement, Hometrust will deposit $700,000 into the Settlement Fund. 6.3 As described in this Agreement, 7.3. RBS shall bear the costs and responsibility of serving notice of the Settlement Fund shall be in compliance with the sole source of monetary funds for all relief referenced below Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, and shall be used 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 five hundred thousand U.S. dollars ($500,000) of the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 Amount may be used to provide the Settlement Class Members notice under effectuate the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the managementSettlement, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also which shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, includinginclude, but not be limited to: (i) any act, omission or determination retention and work of the Settlement Administrator, or any of their respective designees or agents, a settlement administrator and/or experts in connection with the administration development of the settlement or Agreement or otherwisea plan of allocation and distribution; (ii) retention and work of a Claims Ad- ministrator in connection with the managementprovision of notice, investment, or claims review and distribution of the Set- tlement Fund; and (iii) acquisition from an appropriate source of data regarding U.S. Dollar LI- BOR-Based Debt Securities in connection with the allocation of the Settlement Fund (collectively “Notice and Administration Costs”). If for any reason the Settlement 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) shall not be recoupable by RBS from Bondholder Plaintiffs’ Counsel 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 RBS Settlement Amount. 7.5. RBS shall cause the Settlement Amount to be paid to the Escrow Agent by wire transfer within fifteen (15) business days following the Execution Date, provided that within five (5) business days following the Execution Date, Bondholder Plaintiffs’ Counsel provides RBS with such information as RBS 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 RBS. If any portion of the Net Settlement Fund remains following distri- bution pursuant to paragraph 8 and is of such an amount that, in the discretion of the Claims Ad- ministrator 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. 7.7. Without prejudice to the Bondholder Plaintiffs’ right to seek enforcement of 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 RBS’s Counsel in writing of Bondholder Plaintiffs’ Counsel’s intention to terminate this Agreement; and (ii) the entire Settlement Amount is not re- ceived 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 credit of the United States Government or fully insured by the United States Government or an agency thereof, including a U.S. Treasury Fund. 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 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: (i) to pay all the costs and expenses reasonably and actually incurred in con- nection with providing Class Notice and the administration of the Settle- ment, including, 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-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 Members with the filing and processing of claims; and (ix) to distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants for the Bondholder Class, as allowed by the Court pursuant to the Class Distribution Order. 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 any other settlements that may be reached in this Action. In all events, RBS shall have no liability for the costs of Class Notice beyond those set forth in para- graph 7.3 above.

The Settlement Fund. 6.1 7.1.1. Within five (5) business days after entry of the Preliminary Approval Order, the Escrow Agent shall establish at a financial institution (the “Financial Institution”) a settlement fund account (the “Settlement Fund”). Class Counsel will establish an interest-bearing escrow account to serve as shall promptly notify the other Parties of the date of the establishment of the Settlement Fund. The monies in the Settlement Fund at Huntington Bancsharesshall be considered a common fund created as a result of the Action, Inc. with Net Proceeds as described in Sections 10 and 11 to be paid into the Plan and distributed among Class Members according to the Plan of Allocation. All funds held by the Escrow Agent in the Settlement Fund pursuant to this Settlement Agreement shall be deemed and considered to be in the legal custody of the Court until such time as such funds shall be distributed pursuant to further order(s) of the Court or another financial institution approved by pursuant to the terms of this Settlement. Class Counsel shall designate at least one person with signature authority over the Settlement Fund (the “Signers”), and Hometrust’s Counsel, which shall be maintained pursuant direct the Financial Institution to Treasury Regulation § 1.468B-1, et seqmake distributions from the Settlement Fund only in accordance with this Settlement Agreement upon written direction from each Signer. The Signers shall not authorize any distributions except as permitted under this Agreement or as otherwise authorized by the Court. 6.2 By no later than seven days prior to filing 7.1.2. In consideration of, and expressly in exchange for, all of the Motion for Preliminary Approval of agreements set forth in this Settlement Agreement, Hometrust will deposit within ten (10) business days after notification of the establishment of the Settlement Fund (or upon an alternate date agreed upon by the Parties), the Defendants and/or their insurers shall cause the Escrow Agent to be paid the aggregate sum of $700,000 into 1,800,000.00 (the “Class Settlement Amount”), to be deposited in the Settlement Fund. 6.3 As described in this Agreement7.1.3. Except as provided herein, the Settlement Fund shall be the sole source of monetary funds for all relief referenced below bear interest and shall be used invested only in United States Treasury securities and/or securities of United States agencies backed by the Settlement Administrator to pay for: (a) Taxes full faith and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claimscredit of the United States Treasury, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Actionmutual funds or money market accounts that invest exclusively in the foregoing securities. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 may be used to provide the Settlement Class Members notice under the notice plan approved by the Court and to pay for administrative expenses7.1.4. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed structured and managed to be in the custody qualify as a qualified settlement fund under Section 468B of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 Internal Revenue Code and Treasury regulations promulgated thereunder. The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and will pay any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences taxes that may apply to him, or, or it the income of the receipt Settlement Fund. The Escrow Agent shall arrange for the preparation and filing of funds all tax reports and tax returns required to be filed by the Settlement Fund and for the payment from the Settlement Fund pursuant of any taxes owed. The Escrow Agent shall be authorized to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility retain a certified public accounting firm for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel those purposes. All taxes on the Settlement Administrator, or any of their respective designees or agents, in connection with the administration income of the Settlement Fund or this Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Taxand tax-Related Expenses related expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also shall have no obligation to communicate with Settlement Class Members regarding amounts be paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, including, but not limited to: (i) any act, omission or determination solely out of the Settlement AdministratorFund, or any shall be considered a cost of their respective designees or agentsadministration of the Settlement, and shall be timely paid without further order of the Court. All fees and expenses of the Financial Institution, and of professional advisors engaged by the Financial Institution in connection with the administration Settlement Fund, shall be funded solely from the Settlement Fund and shall be paid without further order of the 7.1.5. The Parties acknowledge and agree that the settlement Defendant Releasees shall have no authority, control, or Agreement or otherwise; (ii) liability in connection with the design, management, administration, investment, maintenance, or distribution control of the Settlement Fund;, or for any expenses the Settlement Fund may incur or for any taxes that may be payable by the Settlement Fund.

The Settlement Fund. 6.1 Class Counsel will establish 7.1. The Settlement Fund shall be established as an interest-bearing escrow account and administered by the Escrow Agent, subject to serve as approval by the Court. The Settlement Fund shall be administered pursuant to this Agreement and subject to the Court’s continuing supervision and control. No monies shall be paid from the Settlement Fund at Huntington Bancshareswithout the specific authorization of Bondholder Plaintiffs’ Counsel. Counsel for the Parties agree to cooperate, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counselin good faith, to form an appropri- ate escrow agreement in conformance with this Agreement. 7.2. MUFG shall pay the Settlement Amount to be deposited into the Settlement Fund, which shall constitute the sole recovery against any of the Released MUFG Parties. None of the Released MUFG Parties shall have any obligation to make any further payment, including for cost of class notice or administration, subject to paragraph 7.4 below. Under no circumstances will MUFG be maintained pursuant required to Treasury Regulation § 1.468B-1pay more than the Settlement Amount. Attorneys’ fees, et seq. 6.2 By no later than seven days prior costs, incentive payments to filing class representatives, expenses of Class Notice and Claims Administration, any Fee and Expense Award, Taxes and Tax Expenses, Escrow Agent costs, and any other costs associated with the Motion for Preliminary Approval implementation shall be paid exclusively out of this Agreement, Hometrust will deposit $700,000 into the Settlement Fund. 6.3 As described in this Agreement, 7.3. MUFG shall bear the costs and responsibility of serving notice of the Settlement Fund shall be in compliance with the sole source of monetary funds for all relief referenced below Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, and shall be used 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 seventy-five thousand U.S. dollars ($75,000) of the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 Amount may be used to provide the Settlement Class Members notice under effectuate the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the managementSettlement, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also which shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, includinginclude, but not be limited to: (i) any act, omission or determination retention and work of the Settlement Administrator, or any of their respective designees or agents, a settlement administrator and/or experts in connection with the administration development of the settlement or Agreement or otherwisea plan of allocation and distribution; (ii) retention and work of a Claims Ad- ministrator in connection with the managementprovision of notice, investment, or claims review and distribution of the Set- tlement Fund; and (iii) acquisition from an appropriate source of data regarding U.S. Dollar LI- BOR-Based Debt Securities in connection with the allocation of the Settlement Fund (collectively “Notice and Administration Costs”). If for any reason the Settlement Agreement fails to become effective, the amounts paid or incurred for any Notice and Administration Costs up to seventy-five thousand U.S. dollars ($75,000) shall not be recoupable by MUFG from Bondholder Plaintiffs’ Counsel 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 MUFG Settlement Amount. 7.5. MUFG shall cause the Settlement Amount to be paid to the Escrow Agent by wire transfer within fifteen (15) business days following preliminary approval by the Court, provided that within five (5) business days following preliminary approval by the Court, Bondholder Plain- tiffs’ Counsel provides MUFG with such information as MUFG 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 MUFG. 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 seek enforcement of 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 MUFG’s Counsel in writing of Bondholder Plain- tiffs’ Counsel’s intention to terminate this Agreement; and (ii) the entire Settlement Amount is not received into the Settlement Fund within ten (10) business days after Bondholder Plaintiffs’ Coun- sel has provided such written notice. 7.8. The Settlement Fund shall be invested exclusively in 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 Fund. 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 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: (i) to pay all the costs and expenses reasonably and actually incurred in con- nection with providing Class Notice and the administration of the Settle- ment, including, 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-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 Members with the filing and processing of claims; and (ix) to distribute the balance of the Settlement Fund (the “Net Settlement Fund”) to Authorized Claimants for the Bondholder Class, as allowed by the Court pursuant to the Class Distribution Order. 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 any other settlements that may be reached in this Action. In all events, MUFG shall have no liability for the costs of Class Notice beyond those set forth in paragraph 7.4 above.

The Settlement Fund. 6.1 Class Counsel will establish an interest-bearing escrow account to serve as the Settlement Fund at Huntington Bancshares, Inc. or another financial institution approved by Class Counsel and HometrustXxXxxxx RentCorp’s Counsel, which shall be maintained pursuant to Treasury Regulation § 1.468B-1, et seq. 6.2 By no later than seven days prior to filing the Motion for Preliminary Approval of this Agreement, Hometrust XxXxxxx RentCorp will deposit $700,000 1,400,000.00 into the Settlement Fund. 6.3 As described in this Agreement, the Settlement Fund shall be the sole source of monetary funds for all relief referenced below and shall be used by the Settlement Administrator to pay for: (a) Taxes and Tax-Related Expenses; (b) Reimbursement Claims and Non-Economic Loss Claims, Attested Time Claims, and Cash Payments; (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Plaintiffs’ Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than HometrustXxXxxxx RentCorp’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 150,000 may be used to provide the Settlement Class Members notice under the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained within the meaning of Treasury Regulation § 1.468B-1, and that the Settlement Administrator shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. The Parties agree that the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat the Settlement Fund as an escrow account from the earliest date possible. 6.7 All Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff Plaintiffs of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust XxXxxxx RentCorp and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement FundFun; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust XxXxxxx RentCorp also shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff Plaintiffs and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, including, but not limited to: (i) any act, omission or determination of the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund;

The Settlement Fund. 6.1 Class Counsel will establish an interest-bearing escrow account to serve as (a) Within fourteen (14) days of the Settlement Fund at Huntington Bancshares, Inc. or another financial institution approved by Class Counsel and Hometrust’s Counsel, which shall be maintained pursuant to Treasury Regulation § 1.468B-1, et seq. 6.2 By no later than seven days prior to filing the Motion for Preliminary Approval Order, AGH shall issue a payment of this Agreement, Hometrust will deposit $700,000 an amount sufficient to pay Costs of Settlement Administration into the Settlement Fund. 6.3 As described in this Agreement, the Settlement Fund shall be the sole source of monetary funds for all relief referenced below an interest bearing account established and shall be used administered by the Settlement Administrator to pay for: at a financial institution agreed upon by the Settlement Administrator and AGH (athe Settlement Fund). AGH shall issue a payment representing the remainder of the Settlement Fund within 14 days of the Effective Date. For the avoidance of doubt, and for purposes of this Settlement Agreement only, Defendant’s liability shall not exceed $2,250,000, inclusive of attorneys’ fees, costs, and expenses. The timing set forth in this provision is contingent upon the receipt of a W-9 from the Settlement Administrator for the Settlement Fund by the date that the Preliminary Approval Order is issued. If Defendant does not receive this information by the date that the Preliminary Approval Order is issued, the payments specified by this paragraph shall be made within thirty (30) Taxes and Tax-Related Expenses;days after Defendant receives this information. (b) Economic Loss ClaimsThe Settlement Fund is the limit and extent of the monetary obligations of AGH, Attested Time Claimsits respective predecessors, successors, assigns, parents, subsidiaries, affiliates, departments, and Cash Payments;any and all of their past, present, or future officers, directors, employees, stockholders, partners, servants, agents, successors, attorneys, representatives, insurers, reinsurers, subrogees and assigns of any of the foregoing, with respect to this Agreement and the settlement of the Litigation. (c) Credit Monitoring; (d) Notice and Administrative expenses; (e) Representative Plaintiff’s Service Awards; (f) Class Counsel’s Attorneys’ Fees, Costs, and Expenses; and (g) Any other remuneration called for by this Agreement, other than Hometrust’s expenses and attorneys’ fees related to this Action. 6.4 No amounts may be withdrawn from the Settlement Fund unless (i) expressly authorized by this Agreement; or (ii) approved by the Court, except that up to $100,000 may be used to provide the Settlement Class Members notice under the notice plan approved by the Court and to pay for administrative expenses. The Settlement Administrator shall be frugal and prudent in incurring notice and administrative expenses. 6.5 All funds held in the Qualified Settlement Fund shall be deemed to be in the custody of the Court upon the deposit of those funds until such time as the funds shall be distributed to Settlement Class Members or used as otherwise disbursed pursuant to this Agreement and/or further order of the Court. 6.6 The Parties agree that the Settlement Fund is intended to be maintained as a qualified settlement fund within the meaning of Treasury Regulation § 1.468B-11.468 B-1, and that the Settlement Administrator Administrator, within the meaning of Treasury Regulation § 1.468 B-2(k)(3), shall be responsible for filing tax returns and any other tax reporting for or in respect of the Settlement Fund and paying from the Settlement Fund any Taxes and Tax-Related Expenses owed with respect to the Settlement Fund. Funds may be placed in a non- interest bearing account as may be reasonably necessary during the check clearing process. The Parties agree that Settlement Administrator shall provide an accounting of any and all funds in the Settlement Fund, including any interest accrued thereon and payments made pursuant to this Agreement, upon request of any of the Parties. (d) As further described in this Agreement, the Settlement Fund shall be treated as an escrow account from the earliest date possible and agree to any relation-back election required to treat used by the Settlement Fund as an escrow account from Administrator to pay the earliest date possible. 6.7 All following: (i) Costs of Settlement Administration; (ii) Taxes and Tax-Related Expenses shall be paid out of the Settlement Fund and shall be timely paid by the Settlement Administrator without prior order of the Court. Further, the Settlement Administrator shall indemnify and hold harmless the Parties and their counsel for Taxes and Tax-Related Expenses (including, without limitation, taxes payable by reason of any such indemnification payments). 6.8 The Parties and their counsel have made no representation or warranty with respect to the tax treatment by any Settlement Class Member or Plaintiff of any payment or transfer made pursuant to this Agreement or derived from or made pursuant to the Settlement Fund. 6.9 Each Settlement Class Member and Representative Plaintiff shall be solely responsible for the federal, state, and local tax consequences to him, or, or it of the receipt of funds from the Settlement Fund pursuant to this Agreement. 6.10 Hometrust and its counsel shall not have any responsibility for or liability whatsoever with respect to: (i) any act, omission, or determination of Class Counsel the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the Settlement Fund or this Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement Fund; (iii) the formulation, design, or terms of the disbursement of the Settlement Fund; (iv) the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (v) any losses suffered by, or fluctuations in the value of the Settlement Fund; or (vi) the payment or withholding of any Taxes or Tax-Related Expenses incurred in connection with the taxation of the Settlement Fund or the filing of any returns. Hometrust also shall have no obligation to communicate with Settlement Class Members regarding amounts paid under this Agreement. 6.11 The Representative Plaintiff and Class Counsel shall not have any liability whatsoever with respect to any acts taken pursuant to the terms of this Agreement, including, but not limited to: (i) any act, omission or determination of the Settlement Administrator, or any of their respective designees or agents, in connection with the administration of the settlement or Agreement or otherwise; (ii) the management, investment, or distribution of the Settlement FundExpenses;