Common use of Cooperation obligations Clause in Contracts

Cooperation obligations. (a) Meridian and the Consultants acknowledge that the Company and its Affiliates are subject to certain requirements of Applicable Law, including public reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding Meridian, the Consultants, the Services and this Agreement as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Term. (b) The Company acknowledges that as of the date of this Agreement none of the Consultants is performing, and without the prior written approval of the applicable Consultant during the Term, no Consultant will be required to perform, in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer. During the Term, if a Consultant is performing in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer, such Consultant shall (i) supervise and manage the preparation of any filings required to be made by Xxxx Xxxx or any other member of the Company Group with the SEC (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent required under the Exchange Act, the Securities Act and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of the Company Group and (ii) in connection with any Securities Act Filing, execute any customary representation letters required by the independent accounting firm of Xxxx Xxxx or any member of the Company Group and any certifications required under the Xxxxxxxx- Xxxxx Act of 2002. Please evidence your agreement with the foregoing by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board Accepted and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxxxx

Cooperation obligations. (a) Meridian In consideration for the dismissal of the OTC Plaintiffs’ and the Consultants acknowledge that OTC Class Members’ claims against Barclays in the Company OTC Action and its Affiliates are the release of the Released Claims, subject to certain requirements of Applicable Lawany order from the Court, including public reporting obligations under the Securities Exchange Act of 1934, Barclays shall provide cooperation as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding Meridian, the Consultants, the Services and this Agreement as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Termset forth below. (b) The Company acknowledges All cooperation shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided. Barclays’ cooperation obligations shall apply only to Releasing Parties who act with, by or through OTC Plaintiffs’ Counsel pursuant to this Agreement. (c) Nothing in this Agreement shall impose on Barclays an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, and/or any other applicable privilege or protection with respect to any documents, interviews, declarations and/or affidavits, depositions, testimony, material, and/or information requested under this Agreement. For any documents withheld from production pursuant to this Agreement, Barclays shall, if directed by the Mediator, create a privilege log describing withheld documents in sufficient detail so as to explain the nature of the date privilege asserted or the basis of any law, regulation, policy, or other rule of any governmental body protecting disclosure of such documents. In the event of a disagreement between Barclays and OTC Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes from the Mediator, with the Parties retaining the right to seek a ruling from the Court with respect to the applicability of privilege or work product. (d) Any documents, declarations, affidavits, deposition testimony, and information provided to Class Plaintiffs pursuant to this Agreement none provision shall be covered by the protective order in effect in the OTC Action, or, if no protective order is in effect, shall be maintained as confidential and available only to OTC Plaintiffs’ Counsel and Barclays’ Counsel, unless Barclays otherwise agrees. (e) None of the Consultants is performingcooperation provisions are intended to, and without the prior written approval of the nor do they, waive any applicable Consultant during the Term, no Consultant will be required to perform, in the role of Xxxx Xxxx’x principal executive officer, principal financial officer privilege or controller or principal accounting officer. During the Term, if a Consultant is performing in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer, such Consultant shall protection. (if) supervise and manage the preparation of any filings required to be made The information provided by Xxxx Xxxx or any other member of the Company Group with the SEC (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent required under the Exchange Act, the Securities Act and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of the Company Group and (ii) Barclays’ Counsel in connection with any Securities Act Filing, execute any customary representation letters required oral presentations may be utilized by OTC Plaintiffs or OTC Plaintiffs’ Counsel to assist in the independent accounting firm prosecution of Xxxx Xxxx the OTC Action or any member action related to any Released Claim; provided, however, the Parties expressly agree that any of the Company Group and any certifications required under the Xxxxxxxx- Xxxxx Act of 2002. Please evidence your agreement information provided in connection with the foregoing cooperation obligations set forth in this Paragraph 14, including without limitation oral presentations, may be used directly or indirectly by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman OTC Plaintiffs or OTC Plaintiffs’ Counsel solely in connection with the prosecution of the Board Accepted OTC Action or any action related to any Released Claim, but not for the prosecution of any action or proceeding against any Released Party nor for any other purpose whatsoever. (g) In the event of a disagreement between Barclays’ Counsel and agreed OTC Plaintiffs’ Counsel with respect to as of this Paragraph 14, the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. XxxxxxxxParties will seek resolution from the Mediator, Xx. Xxxx X. Xxxxxxxxif necessary. (h) Subject to the foregoing, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. XxxxxxxxxxxBarclays will provide OTC Plaintiffs and the OTC Class the following cooperation:

Cooperation obligations. (a) Meridian In consideration for the dismissal of the Lender Plaintiffs’ and the Consultants acknowledge that Lender Class Members’ claims against HSBC in the Company Lender Action and its Affiliates are the release of the Released Claims, subject to certain requirements of Applicable Lawany order from the Court, including public reporting obligations under the Securities Exchange Act of 1934, HSBC shall provide cooperation as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding Meridian, the Consultants, the Services and this Agreement as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Termset forth below. (b) The Company acknowledges All cooperation shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided. HSBC’s cooperation obligations shall apply only to Releasing Parties who act with, by or through Lender Plaintiffs’ Counsel pursuant to this Agreement. HSBC’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. HSBC reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other, allegations. (c) Nothing in this Agreement shall impose on HSBC an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy or bank secrecy laws or regulations, and/or any other applicable privilege or protection with respect to any documents, interviews, declarations and/or affidavits, depositions, testimony, material, and/or information requested under this Agreement. For any documents withheld from production pursuant to this Agreement, HSBC shall create a privilege log describing withheld documents in sufficient detail so as to explain the nature of the date privilege asserted or the basis of any law, regulation, policy, or other rule of any governmental body protecting disclosure of such documents. In the event of a disagreement between HSBC and Lender Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes from the Court. (d) Any documents, declarations, affidavits, deposition testimony, and information provided to Lender Plaintiffs pursuant to this Agreement none provision shall be covered by the protective order in effect in the Lender Action, or, if no protective order is in effect, shall be maintained as confidential and available only to Lender Plaintiffs’ Counsel and HSBC’s Counsel. (e) None of the Consultants is performingcooperation provisions are intended to, and without the prior written approval of the nor do they, waive any applicable Consultant during the Term, no Consultant will be required to perform, in the role of Xxxx Xxxx’x principal executive officer, principal financial officer privilege or controller or principal accounting officer. During the Term, if a Consultant is performing in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer, such Consultant shall protection. (if) supervise and manage the preparation of any filings required to be made The information provided by Xxxx Xxxx or any other member of the Company Group with the SEC (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent required under the Exchange Act, the Securities Act and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of the Company Group and (ii) HSBC’s Counsel in connection with any Securities Act Filing, execute any customary representation letters required oral presentations may be utilized by Lender Plaintiffs or Lender Plaintiffs’ Counsel to assist in the independent accounting firm prosecution of Xxxx Xxxx the Lender Action or any member action against non-Released Parties related to any Released Claim; provided, however, the Parties expressly agree that any of the Company Group and any certifications required under the Xxxxxxxx- Xxxxx Act of 2002. Please evidence your agreement information provided in connection with the foregoing cooperation obligations set forth in this Paragraph 14, including without limitation oral presentations, may be used directly or indirectly by executing a copy Lender Plaintiffs or Lender Plaintiffs’ Counsel solely in connection with the prosecution of the Lender Action or any action against non-Release Parties related to any Released Claim, but not for the prosecution of any action or proceeding against any Released Party nor for any other purpose whatsoever. (g) Subject to the foregoing, HSBC will provide Lender Plaintiffs and the Settlement Class the following cooperation and shall not disclose the contents of any of this Agreement and returning it cooperation in this matter to usany Defendant in any manner that would identify such information as having been provided as cooperation. Very truly yoursNothing herein is intended to prevent the use in pre-trial, By: OEM GPtrial, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman or appellate proceedings in this Action of information and/or documents produced in discovery or through the Board Accepted and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxxxxcooperation provisions set forth below:

Cooperation obligations. (a) Meridian In consideration for the dismissal of the Lender Plaintiffs’ and the Consultants acknowledge that Lender Class Members’ claims against Barclays in the Company Lender Action and its Affiliates are the release of the Released Claims, subject to certain requirements of Applicable Lawany order from the Court, including public reporting obligations under the Securities Exchange Act of 1934, Barclays shall provide cooperation as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding Meridian, the Consultants, the Services and this Agreement as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Termset forth below. (b) The Company acknowledges All cooperation shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided. Barclays’ cooperation obligations shall apply only to Releasing Parties who act with, by or through Lender Plaintiffs’ Counsel pursuant to this Agreement. Barclays’ cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. Barclays reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other, allegations. (c) Barclays shall have no obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy or bank secrecy laws or regulations, and/or any other applicable privilege or protection. In the event of a disagreement between Barclays and Lender Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes from a mediator as provided in Paragraph 14(f)(iii), but may then seek final resolution of such disputes from the date of this Agreement none of the Consultants is performingCourt. (d) Any documents, declarations, affidavits, deposition testimony, and without information provided to Lender Plaintiffs pursuant to this provision shall be covered by the prior written approval of the applicable Consultant during the Term, no Consultant will be required to perform, protective order in effect in the role of Xxxx Xxxx’x principal executive officerLender Action, principal financial officer or controller or principal accounting officer. During the Termor, if a Consultant no protective order is performing in the role of Xxxx Xxxx’x principal executive officereffect, principal financial officer or controller or principal accounting officer, such Consultant shall be maintained as confidential and available only to Lender Plaintiffs’ Counsel and Barclays’ Counsel. (ie) supervise and manage the preparation of The Parties expressly agree that any filings required to be made by Xxxx Xxxx or any other member of the Company Group with the SEC (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent required under the Exchange Act, the Securities Act and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of the Company Group and (ii) information provided in connection with any Securities Act Filing, execute any customary representation letters required the cooperation obligations set forth in this Agreement may be used by Lender Plaintiffs or Lender Plaintiffs’ Counsel solely in connection with the independent accounting firm of Xxxx Xxxx or any member prosecution of the Company Group Lender Action, and not for any certifications required under other purpose whatsoever, including, but not limited to, the Xxxxxxxx- Xxxxx Act prosecution of 2002. Please evidence your agreement with the foregoing by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman any Released Claim against any Released Party. (f) None of the Board Accepted cooperation provisions are intended to, nor do they, waive any applicable privilege or protection. (g) Subject to the foregoing, Barclays will provide Lender Plaintiffs and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. XxxxxxxxxxxSettlement Class the following cooperation:

Cooperation obligations. (a) Meridian In consideration for the dismissal of the Lender Plaintiffs’ and the Consultants acknowledge that Lender Class Members’ claims against the Company Settling Defendants in the Lender Action and its Affiliates are the release of the Released Claims, subject to certain requirements of Applicable Law, including public reporting obligations under any order from the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding MeridianCourt, the Consultants, the Services and this Agreement Settling Defendants shall provide cooperation as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Termset forth below. (b) All cooperation shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided. The Company acknowledges that as Settling Defendants’ respective cooperation obligations shall apply only to each Settling Defendant, and not to the other Settling Defendant or to the other Released Parties, and only to the Releasing Parties who act with, by or through Lender Plaintiffs’ Counsel pursuant to this Agreement. The Settling Defendants’ cooperation obligations shall in all events be limited to facts and events involving USD LIBOR and shall not extend to other financial benchmarks. Each of the date Settling Defendants reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving USD LIBOR, or any other, allegations. Nothing in this Settlement shall limit the Settling Defendants’ ability to fully defend against litigation brought by other class and non-class plaintiffs as to any matter, including without limitation the USD LIBOR MDL titled In re LIBOR-Based Financial Instruments Antitrust Litigation (No. 11-md-2262) (S.D.N.Y.), except that the Settling Defendants will not join in the applicable section(s) of any pleading, filing, or expert report submitted in the USD LIBOR MDL that solely relate to the claims of the Lender Plaintiffs. For the avoidance of doubt, nothing in this Agreement none shall preclude the Settling Defendants from taking any position in this or any other case, regardless of whether such position may also affect, or apply to, Lender Plaintiffs. (c) Notwithstanding any other provision in this Agreement, the Settling Defendants shall have no obligation to produce any document or provide any information that is privileged under the attorney-client privilege, work-product doctrine, joint-defense privilege, common- interest doctrine, or bank examination privilege, and/or other applicable privilege or immunity from disclosure, nor shall the Settling Defendants be obligated to provide to Lender Plaintiffs information or documents that JPMorgan or BOA reasonably believe are prohibited from disclosing under applicable domestic or foreign data privacy, bank secrecy, state secrets, or other laws, regulations, policies, and/or rules of any regulatory agency of governmental body. None of the Consultants cooperation provisions set forth herein are intended to, nor do they waive any such privileges or immunities. The Settling Defendants agree that their respective counsel will meet with Lender Plaintiffs’ Counsel as is performingreasonably necessary to discuss any applicable privilege. Any disputes regarding privilege that cannot be resolved amongst the parties shall be reserved for resolution pursuant to the alternative dispute resolution procedures set forth in Paragraph 14(j)(iii). If any document protected by the attorney-client privilege, work-product doctrine, the common interest doctrine, the joint-defense privilege, the bank examination privilege, and/or any other applicable privilege or protection is accidentally or inadvertently produced, Lender Plaintiffs shall, upon notice from JPMorgan or BOA to Lender Plaintiffs’ Counsel, promptly cease reviewing the document and shall return the document and all copies of it to the notifying counsel within five (5) business days. Lender Plaintiffs and their counsel shall also delete or destroy the portions of any other documents or work product which refer to or summarize the document. The document shall not be used or referred to in any way by Lender Plaintiffs or their counsel, and without its production shall in no way be construed to have waived any privilege, protection or restriction attached to such document or information. (d) In the prior written approval event that JPMorgan or BOA believes that Lender Plaintiffs’ Counsel has requested cooperation of a kind or to an extent that is not within the scope of JPMorgan’s or BOA’s respective obligations as set forth herein, JPMorgan’s or BOA’s Counsel and Lender Plaintiffs’ Counsel agree to meet and confer with each other regarding such disagreement and, if necessary, to seek resolution pursuant to the alternative dispute resolution procedures set forth in Paragraph 14(j)(iii). (e) Lender Plaintiffs’ Counsel agree to use any and all of the applicable Consultant during information and documents obtained from JPMorgan and BOA only for the Termpurpose of the Action, no Consultant will and agree to be required to perform, bound by the terms of the Amended Stipulation and Protective Order entered by the Court in the role of Xxxx Xxxx’x principal executive officerAction on May 12, principal financial officer or controller or principal accounting officer2016 (MDL Dkt. During No. 1405) (the Term“Protective Order”), if a Consultant is performing and any subsequent protective orders in place in the role Action. For the avoidance of Xxxx Xxxx’x principal executive officerdoubt, principal financial officer Xxxxxx Plaintiffs’ Counsel expressly agrees that the documents, materials and/or information provided by JPMorgan and BOA, may be used directly or controller indirectly by Lender Plaintiffs’ Counsel solely in connection with the prosecution of the Action against the non-settling Defendants, but not for the institution or principal accounting officerprosecution of any other action or proceeding against any Released Party or for any other purpose whatsoever, such Consultant including, but not limited to, actions or proceedings in jurisdictions outside the United States. The foregoing restriction shall not apply to any information or documents that is or becomes publicly available. (f) The Parties expressly agree that any information provided in connection with the cooperation obligations set forth in this Agreement may be used by Lender Plaintiffs or Lender Plaintiffs’ Counsel solely in connection with the prosecution of the Lender Action, and not for any other purpose whatsoever, including, but not limited to, the prosecution of any Released Claim against any Released Party. (g) Unless ordered by a court after Lender Plaintiffs’ Counsel has provided reasonable advance notice to Settling Defendants, under no circumstances shall Lender Plaintiffs or Lender Plaintiffs’ Counsel produce documents obtained from the Settling Defendants hereunder to any other person or entity, including, without limitation, any Class Member that may exclude or has excluded itself from the class or its counsel, or counsel for any other plaintiff or class in the USD LIBOR MDL, other pending litigation, or otherwise. (h) None of the cooperation provisions are intended to, nor do they, waive any applicable privilege or protection. (i) supervise JPMorgan and manage BOA’s respective cooperation obligations shall begin only after the preparation of any filings required to be made by Xxxx Xxxx or any other member of the Company Group Stipulation has been filed with the SEC Court and the Court enters the Preliminarily Approved Order. (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, j) Subject to the extent required under the Exchange Actforegoing, the Securities Act Settling Defendants will provide Lender Plaintiffs and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of Settlement Class the Company Group and (ii) in connection with any Securities Act Filing, execute any customary representation letters required by the independent accounting firm of Xxxx Xxxx or any member of the Company Group and any certifications required under the Xxxxxxxx- Xxxxx Act of 2002. Please evidence your agreement with the foregoing by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board Accepted and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxxxxfollowing cooperation:

Cooperation obligations. (a) Meridian and the Consultants acknowledge that the Company and its Affiliates are subject to certain requirements of Applicable Law, including public reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding Meridian, the Consultants, the Services and this Agreement as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Term. (b) The Company acknowledges that as of the date of this Agreement none of the Consultants is performing, and without the prior written approval of the applicable Consultant during the Term, no Consultant will be required to perform, in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer. During the Term, if a Consultant is performing in the role of Xxxx Xxxx’x principal executive officer, principal financial officer or controller or principal accounting officer, such Consultant shall (i) supervise and manage the preparation of any filings required to be made by Xxxx Xxxx or any other member of the Company Group with the SEC (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent required under the Exchange Act, the Securities Act and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of the Company Group and (ii) in connection with any Securities Act Filing, execute any customary representation letters required by the independent accounting firm of Xxxx Xxxx or any member of the Company Group and any certifications required under the Xxxxxxxx- Xxxxxxxx-Xxxxx Act of 2002. Please evidence your agreement with the foregoing by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC LLC, a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGSXxxx Xxxx Holdings, LP LP, a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS Xxxx Xxxx Holdings GP, LLC LLC, a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board Accepted and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ 450,000 62,500 37,500 37,500 37,500 37,500 37,500 13,306 Xxxx X. XxxxxxxxXxxxxxxx 650,000 54,167 54,167 54,167 54,167 54,167 54,167 19,220 Xxxx Xxxxxxxxxxx 700,000 50,000 58,333 58,333 58,333 58,333 58,333 20,699 ¹September 2019 salaries for Consultants per Prior Agreement ²March payment pro-rated to the end of the term - March 11, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxxxx2020

Cooperation obligations. (a) Meridian In consideration for the dismissal of the Lender Plaintiffs’ and the Consultants acknowledge that Lender Class Members’ claims against the Company Settling Defendant in the Lender Action and its Affiliates are the release of the Released Claims, subject to certain requirements of Applicable Law, including public reporting obligations under any order from the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and that nothing in this Agreement is intended or will be interpreted to limit or constrain compliance therewith. Meridian and the Consultants shall, and each shall cause their respective Affiliates to, during and after the Term reasonably cooperate with the Company and provide such information regarding MeridianCourt, the Consultants, the Services and this Agreement Settling Defendant shall provide cooperation as the Company determines is reasonably necessary or appropriate to allow the Company to satisfy requirements of Applicable Law with respect thereto. Further, during and after the Term, Meridian and the Consultants agree to reasonably cooperate with the Company and its Affiliates in connection with any claims, causes of action, investigations, hearings, proceedings, arbitrations, lawsuits, or other matters that have been brought, or may be brought in the future, against or on behalf of the Company that relate to events or occurrences that transpired during the Termset forth below. (b) All cooperation shall be coordinated in such a manner so that all unnecessary duplication and expense is avoided. The Company acknowledges Settling Defendant’s cooperation obligations shall apply only to Releasing Parties who act with, by or through Lender Plaintiffs’ Counsel pursuant to this Agreement. The Settling Defendant’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. The Settling Defendant reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other, allegations. Nothing in this Agreement shall limit the Settling Defendant’s ability to fully defend against litigation brought by other class and non-class plaintiffs as to any matter, including without limitation the USD LIBOR MDL, except that as the Settling Defendant will not join in the applicable section(s) of any pleading, filing, or expert report submitted in the USD LIBOR MDL that solely relate to the claims of the date Lender Plaintiffs. For the avoidance of doubt, nothing in this Agreement none shall preclude the Settling Defendant from taking any position in this or any other case, regardless of whether such position may also affect, or apply to, the Lender Plaintiffs. (c) The Settling Defendant shall have no obligation to produce any document or provide any materials or information protected from disclosure by the attorney-client privilege, work-product doctrine, joint-defense privilege, common-interest doctrine, or bank examination privilege, and/or other applicable privilege or immunity from disclosure, nor shall the Settling Defendant be obligated to provide to Lender Plaintiffs information or documents that it reasonably believes is prohibited from disclosing under applicable domestic or foreign data privacy, bank secrecy, state secrets, or other laws, regulations, policies, and/or rules of any regulatory agency of governmental body. None of the Consultants cooperation provisions set forth herein are intended to, nor do they waive any such privileges or immunities. The Settling Defendant agrees that the Settling Defendant’s Counsel will meet with Lender Plaintiffs’ Counsel as is performingreasonably necessary to discuss any applicable privilege. Any disputes regarding privilege that cannot be resolved amongst the parties shall be reserved for resolution pursuant to the alternative dispute resolution procedures set forth in Paragraph 14(j)(iii). If any document protected by the attorney-client privilege, work-product doctrine, the common interest doctrine, the joint-defense privilege, the bank examination privilege, and/or any other applicable privilege or protection is accidentally or inadvertently produced, Lender Plaintiffs shall, upon notice from the Settling Defendant to Lender Plaintiffs’ Counsel, promptly cease reviewing the document and shall return the document and all copies of it to the notifying counsel within five (5) business days. Lender Plaintiffs and their counsel shall also delete or destroy the portions of any other documents or work product which refer to or summarize the document. The document shall not be used or referred to in any way by Lender Plaintiffs or their counsel, and without its production shall in no way be construed to have waived any privilege, protection or restriction attached to such document or information. (d) In the prior written approval event that the Settling Defendant believes that Lender Plaintiffs’ Counsel has requested cooperation of a kind or to an extent that is not within the scope of the applicable Consultant during Settling Defendant’s respective obligations as set forth herein, the TermSettling Defendant’s Counsel and Lender Plaintiffs’ Counsel agree to meet and confer with each other regarding such disagreement and, no Consultant will if necessary, to seek resolution pursuant to the alternative dispute resolution procedures set forth in Paragraph 14(j)(iii). (e) Lender Plaintiffs’ Counsel agree to use any and all of the information and documents obtained from the Settling Defendant only for the purpose of the Action, and agree to be required to perform, bound by the terms of the Amended Stipulation and Protective Order entered by the Court in the role of Xxxx Xxxx’x principal executive officerAction on May 12, principal financial officer or controller or principal accounting officer2016 (MDL Dkt. During No. 1405) (the Term“Protective Order”), if a Consultant is performing and any subsequent protective orders in place in the role Action. For the avoidance of Xxxx Xxxx’x principal executive officerdoubt, principal financial officer Lender Plaintiffs’ Counsel expressly agrees that the documents, materials and/or information provided by the Settling Defendant, may be used directly or controller indirectly by Lender Plaintiffs’ Counsel solely in connection with the prosecution of the Action against the non-settling Defendants, but not for the institution or principal accounting officerprosecution of any other action or proceeding against any Released Party or for any other purpose whatsoever, such Consultant including, but not limited to, actions or proceedings in jurisdictions outside the United States. The foregoing restriction shall not apply to any information or documents that is or becomes publicly available. (f) The Parties expressly agree that any information provided in connection with the cooperation obligations set forth in this Agreement may be used by Lender Plaintiffs or Lender Plaintiffs’ Counsel solely in connection with the prosecution of the Lender Action, and not for any other purpose whatsoever, including, but not limited to, the prosecution of any Released Claim against any Released Party. (g) Unless ordered by a court after Lender Plaintiffs’ Counsel has provided reasonable advance notice to the Settling Defendant, under no circumstances shall Lender Plaintiffs or Lender Plaintiffs’ Counsel produce documents obtained from the Settling Defendant hereunder to any other person or entity, including, without limitation, any Class Member, whether or not it may exclude or has excluded itself from the class or its counsel, or counsel for any other plaintiff or class in the USD LIBOR MDL, other pending litigation, or otherwise. (h) None of the cooperation provisions are intended to, nor do they, waive any applicable privilege or protection. (i) supervise and manage The Settling Defendant’s cooperation obligations shall begin only after the preparation of any filings required to be made by Xxxx Xxxx or any other member of the Company Group Stipulation has been filed with the SEC Court and the Court enters the Preliminarily Approved Order. (the “Securities Act Filings”), including any annual, quarterly or current report required under the Exchange Act , and any registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), and, j) Subject to the extent required under the Exchange Actforegoing, the Securities Act Settling Defendant will provide Lender Plaintiffs and the applicable rules and regulations thereunder, execute such filings for and on behalf of Xxxx Xxxx or such member of Settlement Class the Company Group and (ii) in connection with any Securities Act Filing, execute any customary representation letters required by the independent accounting firm of Xxxx Xxxx or any member of the Company Group and any certifications required under the Xxxxxxxx- Xxxxx Act of 2002. Please evidence your agreement with the foregoing by executing a copy of this Agreement and returning it to us. Very truly yours, By: OEM GP, LLC a Texas limited liability company, its general partner By: XXXX XXXX HOLDINGS, LP a Texas limited partnership, its sole member By: XXXX XXXX HOLDINGS GP, LLC a Texas limited liability company, its general partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board Accepted and agreed to as of the date first written above: By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Member /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxx, Xx. /s/ Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxxxxfollowing cooperation: