Common use of Escrow Account Clause in Contracts

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKA, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 24, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1)). Such returns (as well as the election described in Paragraph 24(d)) shall be consistent with Paragraph 24(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account as provided in Paragraph 24(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d) through 24(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)). TOKAI RIKA and the Releasees shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) through 24(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27), shall be returned to TOKAI RIKA from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Huntington National Bank, with such Bank bank serving as escrow agent (“"Escrow Agent”") subject to escrow instructions mutually acceptable to Settlement Plaintiffs' Class Counsel counsel and TOKAI RIKADefendants, such escrow to be administered by the Escrow Agent under the Court’s 's continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (the “Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’'▇ Investor Services and Standard and Poor’s's, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Defendants agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. §1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2419, including the relation-back election (as defined in Treasury Regulations Section Treas. Reg. §1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section §468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunderthere under, the administrator of the Settlement Fund shall be Settlement Class Counselthe Escrow Agent. Settlement Class Counsel The Escrow Agent shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg.§ 1.468B-2(k)(l))) , and shall be solely responsible for such filing. Such returns (as well as the election described in Paragraph 24(d19(d)) shall be consistent with Paragraph 24(d19(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest interest, or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f19(f) hereof. (f) All (i) taxes (including any estimated taxes, interest interest, or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Defendants or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“"Taxes”"); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d19(d) through 24(f19(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e19(f)) (“"Tax Expenses”)"), shall be timely paid out of the Settlement FundFund by the Escrow Agent. (g) Neither TOKAI RIKA Defendants nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses, including filing any tax returns or paying any Taxes or Tax Expense. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Neither Defendants nor any other Releasee is responsible nor shall not be responsible or they have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Defendants agree to cooperate with the Escrow Agent, each other, and their tax attorneys attorneys, advisors, auditors, and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d19(d) through 24(f19(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Defendants into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27), 20) shall be returned to TOKAI RIKA Defendants from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Classdays.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAthe Panasonic Defendants, and such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, AAA respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of The Panasonic Defendants shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA the Panasonic Defendants agree to treat the Settlement Fund as being at all times a qualified settlement fund “Qualified Settlement Fund” within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) above and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA the Panasonic Defendants or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) of this Agreement (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) of this Agreement (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA the Panasonic Defendants nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1.468B-2(l)(2) ). TOKAI RIKA and the Releasees The Panasonic Defendants shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA the Panasonic Defendants agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f)27(f) of this Agreement. (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal12 of this Agreement, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Panasonic Corp. into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30 of this Agreement), shall be returned to TOKAI RIKA Panasonic Corp. from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKANRC, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. The Settlement Class Counsel shall indemnify and hold NRC and the Releasees harmless for Taxes and Tax Expenses (including taxes payable by reason of such indemnification). (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of NRC and the foregoing other Releasees shall become part bear no risk related to the management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA NRC agree to treat the Settlement Fund as being at all times a qualified settlement fund “Qualified Settlement Fund” within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2428, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)28(d) above) shall be consistent with Paragraph 24(d28(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f28(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA NRC or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) reasonable expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d28(d) through 24(f28(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e28(e)) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA NRC nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax ExpensesExpenses or for the filing of any tax returns or other Documents with the Internal Revenue Service or any other taxation authority in any jurisdiction with respect to the Settlement Fund. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1.468B-2(l)(2)). TOKAI RIKA NRC and the other Releasees shall not be responsible or have any liability therefortherefor and shall have no responsibility for any reporting requirements that may relate thereto. End-Payor Plaintiffs and TOKAI RIKA NRC agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d28(d) through 24(f28(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal14, or if the Action is not certified as a class action for settlement purposes, or if this Agreement is rescinded or terminated, then all amounts paid by TOKAI RIKA NRC into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 28 and 31), shall be returned to TOKAI RIKA NRC from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account referenced in paragraph 20 will be established at ▇▇▇▇▇ Fargo & Company The Huntington National Bank, with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKA, such escrow to be administered as agreed by the Escrow Agent under the Court’s continuing supervision and controlParties. (b) The Escrow Agent shall cause invest the funds Settlement Fund deposited in the Escrow Account in short term (“Settlement Fund”up to one-year maturity) to be invested in short-term United States Agency or Treasury Securities or other instruments backed by the full faith and credit of the United States Government or an Agency thereof, or fully insured in writing by the United States Government, Government or money market fund rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, an Agency thereof and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then then-current market rates. Any interest earned on any of All risks related to the foregoing shall become part investment of the Settlement Fund. TOKAI RIKA and Fund in accordance with the Releasees investment guidelines set forth in this paragraph shall have no responsibility for, or liability in connection with, be borne by the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) The Escrow Agent shall not disburse the Settlement Fund except as provided in this Agreement, by an order of the Court, or with the written agreement of counsel for Defendants. (d) Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Agreement, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of this Agreement. (e) All funds held in the Escrow Account 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 or returned to the parties who deposited such funds pursuant to this Agreement and/or further order(s) of the Court. (df) End-Payor Plaintiffs The Parties and TOKAI RIKA the Escrow Agent agree to treat the Settlement Fund as being at all times a “qualified settlement fund fund” within the meaning of Treasury Regulations Section Treas. Reg. §1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 24paragraph, including the “relation-back election election” (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. §1. 468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Co-Lead Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (eg) For the purpose of Section §468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator “administrator” shall be Settlement Class Co-Lead Counsel. Settlement Class Co-Lead Counsel shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including including, without limitation limitation, the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. §1.468B-2(k)). Such returns (as well as the election described in Paragraph 24(d)paragraph 22(f) hereof) shall be consistent with Paragraph 24(d) this paragraph and in all events shall reflect that all Taxes, as defined below Taxes (including any estimated Taxes, interest or penalties), ) on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f) hereofherein. (fh) All (ia) taxes Taxes (including any estimated taxesTaxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes Taxes or tax detriments that may be imposed upon TOKAI RIKA the Releasees or any other Releasee their counsel with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a “qualified settlement fund fund” for federal or state income tax purposes (“Taxes”); purposes, and (iib) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d) through 24(f) this paragraph (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(ethis paragraph) (“Tax Expenses”)), shall be paid out of the Settlement Fund. ; in all events the Releasees and Releasors (g“Released Persons”) Neither TOKAI RIKA nor any other Releasee nor and their respective counsel shall have any no liability or responsibility for the any Taxes or the Tax Expenses. The Settlement Fund shall indemnify and hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, and the Escrow Agent shall be obligated authorized (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court Authorized Claimants any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. §1. 468B-2(l)(2)). TOKAI RIKA and the Releasees shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA The Parties agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) through 24(f)this paragraph. (hi) If In the event that this Agreement does is not receive final Court approvalapproved or this Agreement is terminated, including final approval of canceled, or fails to become effective for any reason, the Settlement Class Fund less Notice and Administration Expenses (as defined in Paragraph 12paragraph 23(c) below) or Taxes or Tax Expenses paid, incurred, or if such approval is modified or set aside on appeal, or if due and owing in connection with the Action is not certified as a class action settlement provided for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27)herein, shall be returned refunded to TOKAI RIKA from the Escrow Account by the Escrow Agent ▇▇▇▇ Capital along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Classdays.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank, N.A. with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKATRW, and such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any TRW shall bear no risk related to the management and investment of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA TRW agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1. 468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k) (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA TRW or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA TRW nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax ExpensesExpenses or the filing of any tax returns or other documents with the Internal Revenue Service or any other taxing authority. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1.468B-2(l)(2). TOKAI RIKA TRW and the Releasees other Releasee shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA TRW agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive become final Court approvalwithin the meaning of Paragraph 22, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal13, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA TRW into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30), shall be returned to TOKAI RIKA TRW from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class, or if this Agreement is rescinded or terminated.

Escrow Account. (a) 27. The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Huntington Bank, with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKALion, and with such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) 28. The Escrow Agent shall cause the funds to be deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Lion shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereofFunds. (c) All 29. The funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court, 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/or further order(s) of the Court. (d) End-Payor 30. Commercial Food Preparer Plaintiffs and TOKAI RIKA Lion agree to treat the Settlement Fund Funds as being at all times a qualified settlement fund Qualified Settlement Funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement CFP Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2430, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement CFP Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being “Qualified Settlement Funds” within the meaning of Treasury Regulation § 1.468B- 1. (e) 31. For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Funds shall be Settlement CFP Class Counsel. Settlement CFP Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Funds (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (l)). Such returns (as well as the election described in Paragraph 24(d)30) shall be consistent with Paragraph 24(d) 30 and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest interest, or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f) 32 hereof. (f) 32. All (i1) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Lion or any other Releasee with respect to any income earned by the Settlement Fund Funds for any period during which the Settlement Fund does Funds do not qualify as a qualified settlement fund funds for federal or state income tax purposes (“Taxes”); and (ii2) subject to the limitations set forth in Paragraph 37, expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d) 30 through 24(f) 32 (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e) 31 (“Tax Expenses”)), shall be paid out of the Settlement FundFunds. (g) 33. Neither TOKAI RIKA Lion nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund Funds and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Funds without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Lion shall not be responsible or have any liability therefor. End-Payor Commercial Food Preparer Plaintiffs and TOKAI RIKA Lion agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) 30 through 24(f)32. (h) 34. If this Agreement does not receive final Court approval, including final approval of the Settlement Class then, except as defined provided in Paragraph 1237, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Lion into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27)Fund, shall be returned to TOKAI RIKA Lion from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.thirty

Escrow Account. ‌ (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKA▇▇▇▇▇ ▇▇▇▇, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Moody’s Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of ▇▇▇▇▇ ▇▇▇▇ shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇ Behr agree to treat the Settlement Fund as being at all times a qualified settlement fund funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA ▇▇▇▇▇ ▇▇▇▇ or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA ▇▇▇▇▇ Behr nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1. 468B-2(l)(2). TOKAI RIKA and the Releasees ▇▇▇▇▇ ▇▇▇▇ shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇ Behr agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid or caused to be paid by TOKAI RIKA ▇▇▇▇▇ ▇▇▇▇ into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 26 and 28), shall be returned to TOKAI RIKA ▇▇▇▇▇ Behr from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Eagle Bank, with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAthe COSI Defendants, and with such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds to be deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of The COSI Defendants shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All The funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Commercial Food Preparer Plaintiffs and TOKAI RIKA the COSI Defendants agree to treat the Settlement Fund Funds as being at all times a qualified settlement fund Qualified Settlement Funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2429, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being “Qualified Settlement Funds” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Funds shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Funds (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (l)). Such returns (as well as the election described in Paragraph 24(d29(d)) shall be consistent with Paragraph 24(d29(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f29(f) hereof. (f) All (i1) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA the COSI Defendants or any other Releasee with respect to any income earned by the Settlement Fund Funds for any period during which the Settlement Fund does Funds do not qualify as a qualified settlement fund funds for federal or state income tax purposes (“Taxes”); and (ii2) subject to the limitations set forth in Paragraph 32, expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d29(d) through 24(f29(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e29(f) (“Tax Expenses”)), shall be paid out of the Settlement FundFunds. (g) Neither TOKAI RIKA the COSI Defendants nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund Funds and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Funds without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees The COSI Defendants shall not be responsible or have any liability therefor. End-Payor Commercial Food Preparer Plaintiffs and TOKAI RIKA the COSI Defendants agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d29(d) through 24(f29(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class Class, as defined in Paragraph 12, or if such approval is modified or set aside on appeal14, or if the Action is not certified Court declines to certify the Settlement Class, then, except as a class action for settlement purposesprovided in Paragraph 32, then all amounts paid by TOKAI RIKA the COSI Defendants into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27)Fund, shall be returned to TOKAI RIKA the COSI Defendants from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class. In such event Settlement Class Counsel shall not be entitled to attorneys’ fees arising out of or related to class notice and/or the administration, management, and investment of the Settlement Fund.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank, with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKANTN, such escrow to be administered by the Escrow Agent under subject to the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds Settlement Amount to be deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds Funds held in the Escrow Account 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 Funds shall be distributed pursuant to this Agreement and/or or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA NTN agree to treat the Settlement Fund as being at all times a qualified settlement fund Qualified Settlement Fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2428, including the relation-back election (as defined in Treasury Regulations Section Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d28(d)) shall be consistent with Paragraph 24(d28(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account applicable Settlement Fund as provided in Paragraph 24(f28(f) hereof. (f) All (i1) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA NTN or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii2) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d28(d) through 24(f28(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e28(f) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA NTN nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds Funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees NTN shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA NTN agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d28(d) through 24(f28(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal13, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA NTN into the Settlement Fund (other than costs actually expended or incurred in accordance with this Paragraphs 28 and Paragraph 2730), shall be returned to TOKAI RIKA NTN from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Citibank N.A.— Citi Private Bank, San Francisco, California, with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel the Chairman and TOKAI RIKAPioneer, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Pioneer agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. §1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2417, including the relation-back election (as defined in Treasury Regulations Section Treas. Reg. §1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunderthere under, the administrator shall be Settlement Class Counselthe Escrow Agent. Settlement Class Counsel The Escrow Agent or its designee shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d17(d)) shall be consistent with Paragraph 24(d17(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f17(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Pioneer or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d17(d) through 24(f17(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e17(f) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Pioneer nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Neither Pioneer nor any other Releasee is responsible nor shall not be responsible or they have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Pioneer agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d17(d) through 24(f17(f). (h) If this Agreement does not receive final Court approval, including final approval of “the Settlement Class Class” as defined in Paragraph 12Plaintiffs’ Complaint or, or if such approval that complaint is modified or set aside on appealamended, the operative complaint at the time this Agreement is signed, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Pioneer into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 2719(a), ) shall within thirty (30) calendar days be returned to TOKAI RIKA Pioneer from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days thereon. If there is a conflict between the terms of the Court’s denial Escrow Account and this Agreement, the terms of final approval of the this Agreement and/or Settlement Classshall control.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Citibank N.A.— Citi Private Bank, San Francisco, California, and credit account name will be PBG Concentration Account, Lithium Ion Batteries Antitrust DPP Litigation Settlement Fund (Panasonic), with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Interim Co-Lead Counsel and TOKAI RIKAPanasonic, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Panasonic agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. §1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2417, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. §1. 468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counselthe Escrow Agent. Settlement Class Counsel The Escrow Agent or its designee shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d17(d)) shall be consistent with Paragraph 24(d17(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxestaxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f17(f) hereof. (f) All All: (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Panasonic or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d17(d) through 24(f17(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e17(f) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Panasonic nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1. 468B-2(1)(2)). TOKAI RIKA and the Releasees Neither Panasonic nor any other Releasee is responsible nor shall not be responsible or they have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Panasonic agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d17(d) through 24(f17(f). (h) If this Agreement does not receive final Court approval, including final approval of “the Settlement Class Class” as defined in Paragraph 12, or if such approval is modified or set aside on appeal1 above, or if the Action is not certified as a class action for settlement purposes, or if this Agreement is terminated as provided herein, or the Judgment is overturned on appeal or by writ, then all amounts paid by TOKAI RIKA Panasonic into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 2719(a), ) shall within thirty (30) calendar days be returned to TOKAI RIKA Panasonic from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Classthereon.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAALPHA, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of ALPHA shall bear no costs, risks or liabilities related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA ALPHA agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA ALPHA or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA ALPHA nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1. 468B-2(l)(2)). TOKAI RIKA and the Releasees ALPHA shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ALPHA agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action Action for settlement purposes, then all amounts paid by TOKAI RIKA ALPHA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 26 and 29), shall be returned to TOKAI RIKA ALPHA from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Courtcourt’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account referenced in paragraph 22 will be established at ▇▇▇▇▇ Fargo & Company with such Bank serving as escrow agent Citibank (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel as agreed by the Settling Parties. Such Escrow Account and TOKAI RIKA, such any subsequently established escrow accounts are to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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 GovernmentGovernment or an agency thereof, or money market fund rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, funds invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court’s custody, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and/or or further order(s) of the Court and only upon the settlement made by this Agreement becoming final and not subject to further appeal, excepting only as to direct disbursements as may be authorized by the Court. (d) End-Payor Plaintiffs and TOKAI RIKA The Settling Parties agree to treat the Settlement Fund as being at all times a one or more “qualified settlement fund funds” within the meaning of Treasury Regulations Section 1.468B-1Treas. In addition, Settlement Class Counsel shall timely make Reg. § 1.468B-1 and to refrain from taking any action inconsistent with such elections as necessary or advisable to carry out the provisions of this Paragraph 24, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occurtreatment. (e) For the purpose of Section 468B § 1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator “administrator” shall be a third party retained by the Co-Lead Counsel (“Administrator”) and shall promptly take all steps necessary so that the Settlement Class CounselFund qualifies as one or more “qualified settlement funds” within the meaning of Treas. Settlement Class Counsel Reg. § 1.468B-1. These steps include, without limitation, the following: (i) the Administrator shall timely and properly prepare a statement fulfilling the requirements of Treas. Reg. § 1.468B-3(e) on behalf of NEPG; and (ii) the Administrator shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d)below) shall be consistent with Paragraph 24(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penaltiesthe provisions of paragraph 23(d), on the income earned by the Settlement Fund shall be paid out of the Escrow Account as provided in Paragraph 24(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement FundFund (“Taxes”); (ii) taxes, including any taxes interest, penalties, or other tax detriments that may be imposed upon TOKAI RIKA NEPG or any other Releasee with respect to (A) any income earned by the Settlement Fund or (B) the receipt of any payment under this paragraph 23(f), in each case for any period during which the Settlement Fund does not qualify as a one or more “qualified settlement fund funds” for federal or state income tax purposes (“TaxesTax Detriments”); and (iiiii) expenses and costs incurred in connection with the operation and implementation of Paragraphs paragraphs 24(d) through 24(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(eparagraph 23(e)(ii) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA NEPG nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes Taxes, Tax Detriments or the Tax Expenses. FurtherTaxes, Taxes Tax Detriments and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent Administrator out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes Taxes, Tax Detriments and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Neither NEPG nor any other Releasee is responsible, nor shall not be responsible or they have any liability liability, therefor. End-Payor Plaintiffs and TOKAI RIKA Settling Parties agree to cooperate with the Escrow AgentAdministrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs paragraphs 24(d) through 24(f24(g). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27), shall be returned to TOKAI RIKA from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to an escrow instructions agreement mutually acceptable to Settlement Class Counsel and TOKAI RIKAAisan Defendants, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Aisan Defendants shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Aisan Defendants agree to treat the Settlement Fund as being at all times a qualified settlement fund “Qualified Settlement Fund” within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date, if available. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Fund being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Aisan Defendants or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund Qualified Settlement Fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA the Aisan Defendants nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Settlement Class Counsel shall indemnify and hold harmless the Releasees for Taxes and Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, be a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and Settlement Class Counsel and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Neither Aisan Defendants nor any Releasee shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇ Defendants agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Final Court approvalApproval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal13, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30), shall be returned to TOKAI RIKA Aisan Defendants from the Escrow Account by the Escrow Agent along with Agent, including any income or interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final approval determination denying Final Court Approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company U.S. Bank National Association with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKAMitsubishi Electric, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be held in cash or invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then then-current market rates. Any interest earned on any of the foregoing Mitsubishi Electric shall become part of bear no risk related to the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Mitsubishi Electric agree to treat the Settlement Fund as being at all times a qualified settlement fund Qualified Settlement Fund within the meaning of Treas. Reg. § 1. 468B-1. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Funds being a “Qualified Settlement Fund” within the meaning of Treasury Regulations Section Regulation § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2428, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date, if available. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k) and (l)). Such returns (as well as the election described in Paragraph 24(d28(d)) shall be consistent with Paragraph 24(d28(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f28(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Mitsubishi Electric or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund Qualified Settlement Fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d28(d) through 24(f28(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e28(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Mitsubishi Electric nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Settlement Class Counsel shall indemnify and hold Mitsubishi Electric and the Releasees harmless for Taxes and Tax Expenses (including taxes payable by reason of such indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent Agent, upon written directions by Settlement Class Counsel, out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)), as identified in writing by Settlement Class Counsel. TOKAI RIKA and the Releasees Neither Mitsubishi Electric nor any other Releasee shall not be responsible or have any liability therefortherefor or for any reporting requirements that relate thereto. End-Payor Plaintiffs Plaintiffs, Settlement Class Counsel, and TOKAI RIKA Mitsubishi Electric agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d28(d) through 24(f28(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal11, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Mitsubishi Electric into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 2730), shall be returned to TOKAI RIKA Mitsubishi Electric from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAFaurecia, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Faurecia shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Faurecia agree to treat the Settlement Fund as being at all times a qualified settlement fund funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Faurecia or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Faurecia nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses, or for the filing of any tax returns or other documents with the Internal Revenue Service or any other taxation authority in the United States or any other jurisdiction with respect to the Settlement Fund. Settlement Class Counsel shall indemnify and hold harmless the Releasee for Taxes and Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1.468B-2(l)(2)). TOKAI RIKA and the Releasees Faurecia shall not be responsible or have any liability therefortherefor and for any reporting requirements that may relate thereto. End-Payor Plaintiffs and TOKAI RIKA Faurecia agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 1213, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposespurposes or if this Agreement is rescinded or terminated, then all amounts paid by TOKAI RIKA Faurecia into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30), shall be returned to TOKAI RIKA Faurecia from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company with such Bank serving as the escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKALEONI, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇ agree to treat the Settlement Fund Amount as being at all times a “qualified settlement fund fund” within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel the administrator (as defined below) shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 24, including the relation-back election (as defined in Treasury Regulations Section Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Amount (including without limitation the returns described in Treasury Regulations Section Treas. Reg. § 1.468B-2(k)(1)). Such returns (as well as the election elections described in Paragraph 24(d)) shall be consistent with Paragraph 24(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund Amount shall be paid out of the Escrow Account Settlement Amount as provided in Paragraph 24(f) hereof. (f) All (i) taxes (including any estimated taxes, interest interest, or penalties) arising with respect to the income earned by the Settlement FundAmount, including any taxes or tax detriments that may be imposed upon TOKAI RIKA LEONI or any other Releasee with respect to any income earned by the Settlement Fund Amount for any period during which the Settlement Fund Amount does not qualify as a qualified settlement fund funds for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d) through 24(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e) (“Tax Expenses”)), shall be paid out of the Settlement FundAmount. (g) Neither TOKAI RIKA LEONI nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund Amount and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Amount without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees LEONI shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇ agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) through 24(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appealClass, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund Amount (other than costs actually expended or incurred in accordance with Paragraph 2724), shall be returned to TOKAI RIKA LEONI from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKABosch, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Moody’s Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Bosch shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Bosch agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1. 468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Bosch or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Bosch nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1.468B-2(l)(2). TOKAI RIKA and the Releasees Bosch shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Bosch agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class Classes as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is Actions are not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Bosch into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30), shall be returned to TOKAI RIKA Bosch from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Courtcourt’s denial of final determination denying final approval of the Agreement and/or Settlement ClassClasses.

Escrow Account. (a) The Escrow Account referenced in paragraph 30 will be established at ▇▇▇▇▇ Fargo & Company with such Bank serving as escrow agent Citibank (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel as agreed by the Settling Parties. Such Escrow Account and TOKAI RIKA, such any subsequently established escrow accounts are to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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 GovernmentGovernment or an agency thereof, or money market fund rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, funds invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account shall be deemed and considered to be in custodia legis of the Court’s custody, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and/or or further order(s) of the Court and only the settlement made by this Agreement becoming final and not subject to further appeal, excepting only as to direct disbursements as may be authorized by the Court. (d) End-Payor Plaintiffs and TOKAI RIKA The Settling Parties agree to treat the Settlement Fund as being at all times a one or more “qualified settlement fund funds” within the meaning of Treasury Regulations Section 1.468B-1Treas. In addition, Settlement Class Counsel shall timely make Reg. § 1.468B-1 and to refrain from taking any action inconsistent with such elections as necessary or advisable to carry out the provisions of this Paragraph 24, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occurtreatment. (e) For the purpose of Section 468B § 1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator “administrator” shall be a third party retained by the Co-Lead Counsel (“Administrator”) and shall promptly take all steps necessary so that the Settlement Class CounselFund qualifies as one or more “qualified settlement funds” within the meaning of Treas. Settlement Class Counsel Reg. § 1.468B-1. These steps include, without limitation, the following: (i) the Administrator shall timely and properly prepare a statement fulfilling the requirements of Treas. Reg. § 1.468B-3(e) on behalf of ▇▇▇▇▇; and (ii) the Administrator shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d)below) shall be consistent with Paragraph 24(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penaltiesthe provisions of paragraph 31(d), on the income earned by the Settlement Fund shall be paid out of the Escrow Account as provided in Paragraph 24(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement FundFund (“Taxes”); (ii) taxes, including any taxes interest, penalties, or other tax detriments that may be imposed upon TOKAI RIKA Aland or any other Releasee with respect to (A) any income earned by the Settlement Fund or (B) the receipt of any payment under this paragraph 31(f)(ii), in each case for any period during which the Settlement Fund does not qualify as a one or more “qualified settlement fund funds” for federal or state income tax purposes (“TaxesTax Detriments”); and (iiiii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(dparagraphs 31(d) through 24(f31(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(eparagraph 31(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Aland nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes Taxes, Tax Detriments or the Tax Expenses. FurtherTaxes, Taxes Tax Detriments and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent Administrator out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent Administrator shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes Taxes, Tax Detriments and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Neither Aland nor any other Releasee is responsible, nor shall not be responsible or they have any liability liability, therefor. End-Payor Plaintiffs and TOKAI RIKA Settling Parties agree to cooperate with the Escrow AgentAdministrator, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(dparagraphs 31(d) through 24(f31(g). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27), shall be returned to TOKAI RIKA from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. ‌ (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKADelphi, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Delphi agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1. 468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Delphi or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Delphi nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1. 468B-2(l)(2). TOKAI RIKA and the Releasees Delphi shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇▇ agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Delphi into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 26 and 29), shall be returned to TOKAI RIKA Delphi from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Courtcourt’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAContinental, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Continental shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Continental agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Continental or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Continental nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1. 468B-2(1)(2)). TOKAI RIKA and the Releasees Continental shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Continental agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Continental into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 26 and 29), shall be returned to TOKAI RIKA Continental from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“"Escrow Agent”") subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKABridgestone, such escrow to be administered by the Escrow Agent under the Court’s 's continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’'▇ Investor Services and Standard and Poor’s's, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Bridgestone shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereoftfund. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Bridgestone agree to treat the Settlement Fund tfund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section 1.468B-1Treas. Reg. § l .468B- l. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § l.468B-I(i)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur.. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a "Qualified Settlement tfund" within the meaning of Treasury Regulation § l .468B-I. (e) For tfor the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement tfund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation but not limited to the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Bridgestone or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“{"Taxes”"); , and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, including but not limited to expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“"Tax Expenses”")), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Bridgestone nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2))Treas. TOKAI RIKA and the Releasees shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) through 24(f)Reg. (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27), shall be returned to TOKAI RIKA from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKAHitachi Metals, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds Settlement Amount deposited in the Escrow Account (“Account, as well as the resulting Settlement Fund”) , to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds The Settlement Fund held in the Escrow Account 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/or further order(s) of the Court. (d) The Settlement Fund is, and shall be operated in a manner so that it qualifies as, a qualified settlement fund under section 468B of the Internal Revenue Code, as amended (the “Code”), and Treas. Reg. § 1.468B-1, et seq., and End-Payor Plaintiffs Plaintiffs, Settlement Class Counsel, and TOKAI RIKA Hitachi Metals agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section 1.468B-1fund. In addition, the Escrow Agent shall timely take such actions as are necessary to create and maintain the Settlement Class Counsel shall Fund’s status as a qualified settlement fund, including to timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B- l(j)(2)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section section 468B of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Funds (including without limitation the information and tax returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. §§ 1.468B-2(k)-(l)). Such returns (as well as the election described in Paragraph 24(d26(d)) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest interest, or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Hitachi Metals or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be timely paid out of the Settlement Fund. (g) Neither TOKAI RIKA Hitachi Metals nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1. 468B-2(1)(2)). TOKAI RIKA and the Releasees Hitachi Metals shall not be responsible or have any liability therefor. End-End- Payor Plaintiffs and TOKAI RIKA Hitachi Metals agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(g). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal11, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Hitachi Metals into the Settlement Fund (other than costs actually expended or incurred in accordance with this Paragraph 27), shall be returned to TOKAI RIKA from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Class.26 and Paragraph

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAChiyoda, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Chiyoda shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs Plaintiffs, Settlement Class Counsel and TOKAI RIKA Chiyoda agree to treat the Settlement Fund as being at all times a qualified settlement fund funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2426, including the relation-relation- back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)26(d) above) shall be consistent with Paragraph 24(d26(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f26(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Chiyoda or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d26(d) through 24(f26(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e26(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Chiyoda nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Settlement Class Counsel shall indemnify and hold harmless the Releasees for Taxes and Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Chiyoda shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Chiyoda agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d26(d) through 24(f26(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Chiyoda into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 26 and 28), shall be returned to TOKAI RIKA Chiyoda from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Courtcourt’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAKiekert, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively respectively, by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then then-current market rates. Any interest earned on any of Kiekert shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Kiekert agree to treat the Settlement Fund as being at all times a qualified settlement fund funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Kiekert or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Kiekert nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1. 468B-2(l)(2). TOKAI RIKA and the Releasees Kiekert shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA ▇▇▇▇▇▇▇ agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid by TOKAI RIKA Kiekert into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 30), shall be returned to TOKAI RIKA Kiekert from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Courtcourt’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. ‌ (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKAEberspächer, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of Eberspächer shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Eberspächer agree to treat the Settlement Fund as being at all times a qualified settlement fund funds within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Eberspächer or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA Eberspächer nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2Treas. Reg. § 1. 468B-2(l)(2)). TOKAI RIKA and the Releasees Eberspächer shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Eberspächer agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action for settlement purposes, then all amounts paid or caused to be paid by TOKAI RIKA Eberspächer into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 29), shall be returned to TOKAI RIKA Eberspächer from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or Settlement Class.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company U.S. Bank N.A. or such other bank as shall be agreed to between Settlement Class Counsel and Panasonic, with such Bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions mutually acceptable to Settlement Class Counsel and TOKAI RIKAPanasonic, such escrow to be administered by the Escrow Agent under subject to the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds Switches Settlement Amount, the SAS Settlement Amount, and the HID Ballasts Settlement Amount to be deposited in the applicable Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of the foregoing shall become part of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account Accounts 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/or or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA Panasonic agree to treat the Settlement Fund as being at all times a qualified settlement fund Qualified Settlement Fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel the Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 24, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1. 468B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator shall be Settlement Class Counselthe Escrow Agent. The Escrow Agent and/ or Settlement Class Counsel shall timely and properly file all information informational and other tax returns necessary or advisable with respect to the Escrow Account Settlement Funds (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k)(l)). Such returns (as well as the election described in Paragraph 24(d)) shall be consistent with Paragraph 24(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account applicable Settlement Fund as provided in Paragraph 24(f) hereof. (f) All (i1) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement FundFunds, including any taxes or tax detriments that may be imposed upon TOKAI RIKA Panasonic or any other Releasee with respect to any income earned by the Settlement Fund Funds for any period during which the Settlement Fund does Funds do not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii2) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d) through 24(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this Paragraph 24(e24(f) (“Tax Expenses”)), shall be paid out of the Settlement FundFunds. (g) Neither TOKAI RIKA nor Panasonic or any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Funds without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section Treas. Reg. § 1.468B-2(1)(2)). TOKAI RIKA and the Releasees Panasonic shall not be responsible or have any liability therefor. End-Payor Plaintiffs and TOKAI RIKA Panasonic agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d) through 24(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class Classes as defined in Paragraph 12, or if such approval is modified or set aside on appeal11, or if the Action is Actions are not certified as a class action actions for settlement purposes, then all amounts paid by TOKAI RIKA Panasonic into the Settlement Fund Funds (other than costs actually expended or incurred in accordance with Paragraph 2726), shall be returned to TOKAI RIKA Panasonic from the Escrow Account by the Escrow Agent along with any interest accrued thereon within thirty (30) calendar days of the Court’s denial of final approval of the Agreement and/or Settlement Classdetermination.

Escrow Account. (a) The Escrow Account will be established at ▇▇▇▇▇ Fargo & Company Bank with such Bank bank serving as escrow agent (“Escrow Agent”) subject to escrow instructions regarding investment types and reinvestment of income and proceeds mutually acceptable to Settlement Class Counsel and TOKAI RIKANGK, such escrow to be administered by the Escrow Agent under the Court’s continuing supervision and control. (b) The Escrow Agent shall cause the funds deposited in the Escrow Account (“Settlement Fund”) to be invested 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, or money market fund funds rated Aaa and AAA, respectively by ▇▇▇▇▇’▇ Investor Services and Standard and Poor’s, invested substantially in such instruments, and shall reinvest any income from these instruments and the proceeds of these instruments as they mature in similar instruments at their then current market rates. Any interest earned on any of NGK shall bear no risk related to the foregoing shall become part management and investment of the Settlement Fund. TOKAI RIKA and the Releasees shall have no responsibility for, or liability in connection with, the Settlement Fund, including, without limitation, the investment, administration, maintenance, or distribution thereof. (c) All funds held in the Escrow Account 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/or or further order(s) of the Court. (d) End-Payor Plaintiffs and TOKAI RIKA NGK agree to treat the Settlement Fund as being at all times a qualified settlement fund within the meaning of Treasury Regulations Section Treas. Reg. § 1.468B-1. In addition, Settlement Class Counsel shall timely make such elections as necessary or advisable to carry out the provisions of this Paragraph 2427, including the relation-back election (as defined in Treasury Regulations Section 1.468B-1Treas. Reg. § 1. 468B-1(j)) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Settlement Class Counsel or Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereafter to cause the appropriate filing to occur. All provisions of this Agreement shall be interpreted in a manner that is consistent with the Settlement Amount being a “Qualified Settlement Fund” within the meaning of Treasury Regulation § 1.468B-1. (e) For the purpose of Section § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the administrator of the Settlement Fund shall be Settlement Class Counsel. Settlement Class Counsel shall timely and properly file all information and other tax returns necessary or advisable with respect to the Escrow Account Settlement Fund (including without limitation the returns described in Treasury Regulations Section 1.468B-2(k)(1Treas. Reg. § 1.468B-2(k), (1)). Such returns (as well as the election described in Paragraph 24(d)27(d) above) shall be consistent with Paragraph 24(d27(d) and in all events shall reflect that all Taxes, as defined below (including any estimated Taxes, interest or penalties), on the income earned by the Settlement Fund shall be paid out of the Escrow Account Settlement Fund as provided in Paragraph 24(f27(f) hereof. (f) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund, including any taxes or tax detriments detriments, that may be imposed upon TOKAI RIKA NGK or any other Releasee with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a qualified settlement fund for federal or state income tax purposes (“Taxes”); and (ii) expenses and costs incurred in connection with the operation and implementation of Paragraphs 24(d27(d) through 24(f27(f) (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in Paragraph 24(e27(e) (“Tax Expenses”)), shall be paid out of the Settlement Fund. (g) Neither TOKAI RIKA NGK nor any other Releasee nor their respective counsel shall have any liability or responsibility for the Taxes or the Tax ExpensesExpenses or the filing of any tax returns or other documents with the Internal Revenue Service or any other taxing authority. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund, with prior notice to the parties hereto, Fund without prior order from the Court, Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to any claimants authorized by the Court any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be withheld under Treasury Regulations Section 1.468B-2(1)(2)Treas. Reg. § 1.468B-2(l)(2). TOKAI RIKA and the Releasees Neither NGK nor any other Releasee shall not be responsible or have any liability therefortherefor or for any reporting requirements that may relate thereto. End-Payor Plaintiffs and TOKAI RIKA NGK agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of Paragraphs 24(d27(d) through 24(f27(f). (h) If this Agreement does not receive final Court approval, including final approval of the Settlement Class as defined in Paragraph 12, or if such approval is modified or set aside on appeal, or if the Action is not certified as a class action Action for settlement purposes, then all amounts paid by TOKAI RIKA NGK into the Settlement Fund (other than costs actually expended or incurred in accordance with Paragraph 27Paragraphs 27 and 29), shall be returned to TOKAI RIKA NGK from the Escrow Account by the Escrow Agent Agent, along with any interest accrued thereon thereon, within thirty (30) calendar days of the Court’s denial of final determination denying final approval of the Agreement and/or and the Settlement Class.