Common use of Extent of Cooperation Clause in Contracts

Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of Ontario, Quebec, British Columbia or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the Proceedings; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ or any regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee; (vi) with regard to conduct or matters outside the scope of the Released Claims; or (vii) that is not within the possession, custody or control of the Settling Defendants. (2) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, and subject to the other provisions of this Settlement Agreement, legal counsel for the Settling Defendants will meet with Class Counsel in Canada or the United States, to provide a legal counsel proffer or hypothetical attorney proffer regarding Fuel Injection Systems. In no event shall the total proffer time for all of the Canadian Settlement Agreements, including question and answer sessions, exceed five (5) business days or thirty-five (35) hours of proffer time. One (1) of those five (5) proffer days for the Canadian Settlement Agreements may take place prior to the Effective Date and shall take place prior to February 22, 2019, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by legal counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, except with the express consent of the Settling Defendants and their legal counsel or unless disclosure is ordered by a Court. Further, absent a Court order, Class Counsel will not attribute any information obtained from the proffer to the Settling Defendants and/or legal counsel for the Settling Defendants. Class Counsel agrees not to seek any such disclosure or attribution order and to provide advance written notice to Counsel for the Settling Defendants of any motion or application for such an order or orders. Subject to the foregoing and the other terms of this Settlement Agreement, Class Counsel may use information obtained from the proffer in the prosecution of the Proceedings, including during privileged and confidential settlement discussions for the purpose of advancing those discussions in the interests of the Settlement Classes, except the prosecution of any claims against Releasees. The Settling Defendants agree to consider any reasonable request by Class Counsel to provide to Class Counsel the source Documents or other evidence that formed the basis of the proffer in advance of when such Documents and/or evidence would otherwise be due in accordance with the terms of this Settlement Agreement. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information by legal counsel for the Settling Defendants or any other Person at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. Class Counsel shall give Settling Defendants sufficient advance notice of any motion, petition or other request for entry of a court order allowing or compelling attribution of any information obtained from the proffer, or disclosure of any information obtained from the proffer, to allow Settling Defendants to oppose the motion, petition or other request. (3) At the request of Class Counsel after the Effective Date, the Settling Defendants shall provide to Class Counsel the following: (a) within ten (10) days of receiving the request, or at a time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel a list of current and former employees, directors and officers of the Settling Defendants who were interviewed or prosecuted by the DOJ in connection with alleged price-fixing, bid rigging, and market allocation with respect to Fuel Injection Systems, who appeared before the grand jury in the DOJ’s investigation into the alleged antitrust violations with respect to Fuel Injection Systems; and/or who were disclosed as having knowledge or information relating to the DOJ’s investigation into alleged anti-trust violations with respect to Fuel Injection Systems. If a list is provided, it may at the election of the Settling Defendants be a single list for all Canadian Settlement Agreements without separation by product(s). The Settling Defendants make no representation that they have, can or will produce a list or an accurate or complete list, and it is understood and agreed that the failure to produce a list or an accurate or complete list shall not constitute a breach or violation of this Settlement Agreement; (b) within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, sales data for the production and sale of Fuel Injection Systems by the Settling Defendants from January 1, 1998 to December 31, 2013 produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, if any, but only to the extent that it exists and is reasonably accessible in the Settling Defendants’ existing live electronic databases. The Settling Defendants shall not be required to produce sales data where there is no reasonable likelihood that such sales were associated with Fuel Injection Systems that are the subject of claims of the Settlement Classes in the Proceedings. Any sales data produced shall be delivered in electronic form (if reasonably possible, Microsoft Access or Microsoft Excel) or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(3)(d)-(h) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3). The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such sales data, or a complete set of such data, and it is understood and agreed that the failure to produce such data shall not constitute a breach or violation of this Settlement Agreement; (c) reasonable assistance to Class Counsel in understanding any sales data produced by the Settling Defendants pursuant to Section 4.1(3)(b) above, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; (d) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Fuel Injection Systems produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, including any documents produced or made available by the Settling Defendants to the plaintiffs pursuant to the U.S. Settlement Agreements, including any pre-existing translations of those documents produced to the plaintiffs in the U.S. Litigation, and any pre- existing and non-privileged electronic coding produced to the plaintiffs in the U.S. Litigation, including where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face the documents will be produced in the same format produced to the plaintiffs in the U.S. Litigation. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such documents, or a complete set of such documents, and it is understood and agreed that the failure to produce such documents shall not constitute a breach or violation of this Settlement Agreement. (e) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of transcripts and video recordings of any depositions or other testimony regarding Fuel Injection Systems of current or former employees, officers or directors of the Settling Defendants, including all exhibits, taken in the U.S. Litigation, and any pre-existing translations of those transcripts to the extent produced to the plaintiffs in the U.S. Litigation, or, if later, within thirty (30) business days of said transcripts becoming available, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S. Protective Order, and only to the extent the content of the transcript or video recording is relevant to the allegations in the Proceedings. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such transcripts or recordings, or a complete set of such transcripts or recordings, and it is understood and agreed that the failure to produce such transcripts or recordings shall not constitute a breach or violation of this Settlement Agreement; (f) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any responses to written interrogatories regarding Fuel Injection Systems by the Settling Defendants produced to the plaintiffs in the U.S. Litigation, including all schedules thereto and any pre-existing translations of those responses produced to the plaintiffs in the U.S. Litigation, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S.

Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of OntarioXxxxxxx, QuebecXxxxxx, British Columbia Xxxxxxx Xxxxxxxx or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the Proceedings; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ a Government Entity or any other regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee; (vi) with regard to conduct or matters outside the scope of the Released Claims; or (vii) that is not within the possession, custody or control of the Settling Defendants. (2) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, and subject to the other provisions of this Settlement Agreement, legal counsel for the Settling Defendants will meet with Class Counsel in Canada or the United States, to provide a legal counsel proffer or hypothetical attorney proffer regarding Fuel Injection Systems. In no event shall the total proffer time for all of the Canadian Settlement Agreements, including question and answer sessions, exceed five (5) business days or thirty-five (35) hours of proffer time. One (1) of those five (5) proffer days for the Canadian Settlement Agreements may take place prior to the Effective Date and shall take place prior to February 22, 2019, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by legal counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, except with the express consent of the Settling Defendants and their legal counsel or unless disclosure is ordered by a Court. Further, absent a Court order, Class Counsel will not attribute any information obtained from the proffer to the Settling Defendants and/or legal counsel for the Settling Defendants. Class Counsel agrees not to seek any such disclosure or attribution order and to provide advance written notice to Counsel for the Settling Defendants of any motion or application for such an order or orders. Subject to the foregoing and the other terms of this Settlement Agreement, Class Counsel may use information obtained from the proffer in the prosecution of the Proceedings, including during privileged and confidential settlement discussions for the purpose of advancing those discussions in the interests of the Settlement Classes, except the prosecution of any claims against Releasees. The Settling Defendants agree to consider any reasonable request by Class Counsel to provide to Class Counsel the source Documents or other evidence that formed the basis of the proffer in advance of when such Documents and/or evidence would otherwise be due in accordance with the terms of this Settlement Agreement. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information by legal counsel for the Settling Defendants or any other Person at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. Class Counsel shall give Settling Defendants sufficient advance notice of any motion, petition or other request for entry of a court order allowing or compelling attribution of any information obtained from the proffer, or disclosure of any information obtained from the proffer, to allow Settling Defendants to oppose the motion, petition or other request. (3) At the request of Class Counsel after the Effective Date, the Settling Defendants shall provide to Class Counsel the following: (a) within ten (10) days of receiving the request, or at a time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel a list of current and former employees, directors and officers of the Settling Defendants who were interviewed or prosecuted by the DOJ in connection with alleged price-fixing, bid rigging, and market allocation with respect to Fuel Injection Systems, who appeared before the grand jury in the DOJ’s investigation into the alleged antitrust violations with respect to Fuel Injection Systems; and/or who were disclosed as having knowledge or information relating to the DOJ’s investigation into alleged anti-trust violations with respect to Fuel Injection Systems. If a list is provided, it may at the election of the Settling Defendants be a single list for all Canadian Settlement Agreements without separation by product(s). The Settling Defendants make no representation that they have, can or will produce a list or an accurate or complete list, and it is understood and agreed that the failure to produce a list or an accurate or complete list shall not constitute a breach or violation of this Settlement Agreement; (b) within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, sales data for the production and sale of Fuel Injection Systems by the Settling Defendants from January 1, 1998 to December 31, 2013 produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, if any, but only to the extent that it exists and is reasonably accessible in the Settling Defendants’ existing live electronic databases. The Settling Defendants shall not be required to produce sales data where there is no reasonable likelihood that such sales were associated with Fuel Injection Systems that are the subject of claims of the Settlement Classes in the Proceedings. Any sales data produced shall be delivered in electronic form (if reasonably possible, Microsoft Access or Microsoft Excel) or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(3)(d)-(h) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3). The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such sales data, or a complete set of such data, and it is understood and agreed that the failure to produce such data shall not constitute a breach or violation of this Settlement Agreement; (c) reasonable assistance to Class Counsel in understanding any sales data produced by the Settling Defendants pursuant to Section 4.1(3)(b) above, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; (d) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Fuel Injection Systems produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, including any documents produced or made available by the Settling Defendants to the plaintiffs pursuant to the U.S. Settlement Agreements, including any pre-existing translations of those documents produced to the plaintiffs in the U.S. Litigation, and any pre- existing and non-privileged electronic coding produced to the plaintiffs in the U.S. Litigation, including where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face the documents will be produced in the same format produced to the plaintiffs in the U.S. Litigation. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such documents, or a complete set of such documents, and it is understood and agreed that the failure to produce such documents shall not constitute a breach or violation of this Settlement Agreement. (e) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of transcripts and video recordings of any depositions or other testimony regarding Fuel Injection Systems of current or former employees, officers or directors of the Settling Defendants, including all exhibits, taken in the U.S. Litigation, and any pre-existing translations of those transcripts to the extent produced to the plaintiffs in the U.S. Litigation, or, if later, within thirty (30) business days of said transcripts becoming available, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S. Protective Order, and only to the extent the content of the transcript or video recording is relevant to the allegations in the Proceedings. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such transcripts or recordings, or a complete set of such transcripts or recordings, and it is understood and agreed that the failure to produce such transcripts or recordings shall not constitute a breach or violation of this Settlement Agreement; (f) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any responses to written interrogatories regarding Fuel Injection Systems by the Settling Defendants produced to the plaintiffs in the U.S. Litigation, including all schedules thereto and any pre-existing translations of those responses produced to the plaintiffs in the U.S. Litigation, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S.

Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of OntarioXxxxxxx, QuebecXxxxxx, British Columbia Xxxxxxx Xxxxxxxx or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the Proceedings; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ or any regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee; (vi) with regard to conduct or matters outside the scope of the Released Claims; or (vii) that is not within the possession, custody or control of the Settling Defendants. (2) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, and subject to the other provisions of this Settlement Agreement, legal counsel for the Settling Defendants will meet with Class Counsel in Canada or the United States, to provide a legal counsel proffer or hypothetical attorney proffer regarding Fuel Injection Systems. In no event shall the total proffer time for all of the Canadian Settlement Agreements, including question and answer sessions, exceed five (5) business days or thirty-five (35) hours of proffer time. One (1) of those five (5) proffer days for the Canadian Settlement Agreements may take place prior to the Effective Date and shall take place prior to February 22, 2019, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by legal counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, except with the express consent of the Settling Defendants and their legal counsel or unless disclosure is ordered by a Court. Further, absent a Court order, Class Counsel will not attribute any information obtained from the proffer to the Settling Defendants and/or legal counsel for the Settling Defendants. Class Counsel agrees not to seek any such disclosure or attribution order and to provide advance written notice to Counsel for the Settling Defendants of any motion or application for such an order or orders. Subject to the foregoing and the other terms of this Settlement Agreement, Class Counsel may use information obtained from the proffer in the prosecution of the Proceedings, including during privileged and confidential settlement discussions for the purpose of advancing those discussions in the interests of the Settlement Classes, except the prosecution of any claims against Releasees. The Settling Defendants agree to consider any reasonable request by Class Counsel to provide to Class Counsel the source Documents or other evidence that formed the basis of the proffer in advance of when such Documents and/or evidence would otherwise be due in accordance with the terms of this Settlement Agreement. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information by legal counsel for the Settling Defendants or any other Person at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. Class Counsel shall give Settling Defendants sufficient advance notice of any motion, petition or other request for entry of a court order allowing or compelling attribution of any information obtained from the proffer, or disclosure of any information obtained from the proffer, to allow Settling Defendants to oppose the motion, petition or other request. (3) At the request of Class Counsel after the Effective Date, the Settling Defendants shall provide to Class Counsel the following: (a) within ten (10) days of receiving the request, or at a time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel a list of current and former employees, directors and officers of the Settling Defendants who were interviewed or prosecuted by the DOJ in connection with alleged price-fixing, bid rigging, and market allocation with respect to Fuel Injection Systems, who appeared before the grand jury in the DOJ’s investigation into the alleged antitrust violations with respect to Fuel Injection Systems; and/or who were disclosed as having knowledge or information relating to the DOJ’s investigation into alleged anti-trust violations with respect to Fuel Injection Systems. If a list is provided, it may at the election of the Settling Defendants be a single list for all Canadian Settlement Agreements without separation by product(s). The Settling Defendants make no representation that they have, can or will produce a list or an accurate or complete list, and it is understood and agreed that the failure to produce a list or an accurate or complete list shall not constitute a breach or violation of this Settlement Agreement; (b) within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, sales data for the production and sale of Fuel Injection Systems by the Settling Defendants from January 1, 1998 to December 31, 2013 produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, if any, but only to the extent that it exists and is reasonably accessible in the Settling Defendants’ existing live electronic databases. The Settling Defendants shall not be required to produce sales data where there is no reasonable likelihood that such sales were associated with Fuel Injection Systems that are the subject of claims of the Settlement Classes in the Proceedings. Any sales data produced shall be delivered in electronic form (if reasonably possible, Microsoft Access or Microsoft Excel) or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(3)(d)-(h) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3). The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such sales data, or a complete set of such data, and it is understood and agreed that the failure to produce such data shall not constitute a breach or violation of this Settlement Agreement; (c) reasonable assistance to Class Counsel in understanding any sales data produced by the Settling Defendants pursuant to Section 4.1(3)(b) above, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; (d) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Fuel Injection Systems produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, including any documents produced or made available by the Settling Defendants to the plaintiffs pursuant to the U.S. Settlement Agreements, including any pre-existing translations of those documents produced to the plaintiffs in the U.S. Litigation, and any pre- existing and non-privileged electronic coding produced to the plaintiffs in the U.S. Litigation, including where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face the documents will be produced in the same format produced to the plaintiffs in the U.S. Litigation. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such documents, or a complete set of such documents, and it is understood and agreed that the failure to produce such documents shall not constitute a breach or violation of this Settlement Agreement. (e) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of transcripts and video recordings of any depositions or other testimony regarding Fuel Injection Systems of current or former employees, officers or directors of the Settling Defendants, including all exhibits, taken in the U.S. Litigation, and any pre-existing translations of those transcripts to the extent produced to the plaintiffs in the U.S. Litigation, or, if later, within thirty (30) business days of said transcripts becoming available, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S. Protective Order, and only to the extent the content of the transcript or video recording is relevant to the allegations in the Proceedings. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such transcripts or recordings, or a complete set of such transcripts or recordings, and it is understood and agreed that the failure to produce such transcripts or recordings shall not constitute a breach or violation of this Settlement Agreement; (f) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any responses to written interrogatories regarding Fuel Injection Systems by the Settling Defendants produced to the plaintiffs in the U.S. Litigation, including all schedules thereto and any pre-existing translations of those responses produced to the plaintiffs in the U.S. Litigation, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S.

Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of OntarioXxxxxxx, QuebecXxxxxx, British Columbia Xxxxxxx Xxxxxxxx or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the Proceedings; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ or any regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee; (vi) with regard to conduct or matters outside the scope of the Released Claims; or (vii) that is not within the possession, custody or control of the Settling Defendants. (2) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, and subject to the other provisions of this Settlement Agreement, legal counsel for the Settling Defendants will meet with Class Counsel in Canada or the United States, to provide a legal counsel proffer or hypothetical attorney proffer regarding Fuel Injection Windshield Wiper Systems. In no event shall the total proffer time for all of the Canadian Settlement Agreements, including question and answer sessions, exceed five (5) business days or thirty-five (35) hours of proffer time. One (1) of those five (5) proffer days for the Canadian Settlement Agreements may take place prior to the Effective Date and shall take place prior to February 22, 2019, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by legal counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, except with the express consent of the Settling Defendants and their legal counsel or unless disclosure is ordered by a Court. Further, absent a Court order, Class Counsel will not attribute any information obtained from the proffer to the Settling Defendants and/or legal counsel for the Settling Defendants. Class Counsel agrees not to seek any such disclosure or attribution order and to provide advance written notice to Counsel for the Settling Defendants of any motion or application for such an order or orders. Subject to the foregoing and the other terms of this Settlement Agreement, Class Counsel may use information obtained from the proffer in the prosecution of the Proceedings, including during privileged and confidential settlement discussions for the purpose of advancing those discussions in the interests of the Settlement Classes, except the prosecution of any claims against Releasees. The Settling Defendants agree to consider any reasonable request by Class Counsel to provide to Class Counsel the source Documents or other evidence that formed the basis of the proffer in advance of when such Documents and/or evidence would otherwise be due in accordance with the terms of this Settlement Agreement. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information by legal counsel for the Settling Defendants or any other Person at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. Class Counsel shall give Settling Defendants sufficient advance notice of any motion, petition or other request for entry of a court order allowing or compelling attribution of any information obtained from the proffer, or disclosure of any information obtained from the proffer, to allow Settling Defendants to oppose the motion, petition or other request. (3) At the request of Class Counsel after the Effective Date, the Settling Defendants shall provide to Class Counsel the following: (a) within ten (10) days of receiving the request, or at a time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel a list of current and former employees, directors and officers of the Settling Defendants who were interviewed or prosecuted by the DOJ in connection with alleged price-fixing, bid rigging, and market allocation with respect to Fuel Injection Windshield Wiper Systems, who appeared before the grand jury in the DOJ’s investigation into the alleged antitrust violations with respect to Fuel Injection Windshield Wiper Systems; and/or who were disclosed as having knowledge or information relating to the DOJ’s investigation into alleged anti-trust violations with respect to Fuel Injection Windshield Wiper Systems. If a list is provided, it may at the election of the Settling Defendants be a single list for all Canadian Settlement Agreements without separation by product(s). The Settling Defendants make no representation that they have, can or will produce a list or an accurate or complete list, and it is understood and agreed that the failure to produce a list or an accurate or complete list shall not constitute a breach or violation of this Settlement Agreement; (b) within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, sales data for the production and sale of Fuel Injection Windshield Wiper Systems by the Settling Defendants from January 1, 1998 to December 31, 2013 produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, if any, but only to the extent that it exists and is reasonably accessible in the Settling Defendants’ existing live electronic databases. The Settling Defendants shall not be required to produce sales data where there is no reasonable likelihood that such sales were associated with Fuel Injection Windshield Wiper Systems that are the subject of claims of the Settlement Classes in the Proceedings. Any sales data produced shall be delivered in electronic form (if reasonably possible, Microsoft Access or Microsoft Excel) or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(3)(d)-(h) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3). The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such sales data, or a complete set of such data, and it is understood and agreed that the failure to produce such data shall not constitute a breach or violation of this Settlement Agreement; (c) reasonable assistance to Class Counsel in understanding any sales data produced by the Settling Defendants pursuant to Section 4.1(3)(b) above, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; (d) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Fuel Injection Windshield Wiper Systems produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, including any documents produced or made available by the Settling Defendants to the plaintiffs pursuant to the U.S. Settlement Agreements, including any pre-existing translations of those documents produced to the plaintiffs in the U.S. Litigation, and any pre- existing and non-privileged electronic coding produced to the plaintiffs in the U.S. Litigation, including where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face the documents will be produced in the same format produced to the plaintiffs in the U.S. Litigation. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such documents, or a complete set of such documents, and it is understood and agreed that the failure to produce such documents shall not constitute a breach or violation of this Settlement Agreement. (e) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of transcripts and video recordings of any depositions or other testimony regarding Fuel Injection Windshield Wiper Systems of current or former employees, officers or directors of the Settling Defendants, including all exhibits, taken in the U.S. Litigation, and any pre-existing translations of those transcripts to the extent produced to the plaintiffs in the U.S. Litigation, or, if later, within thirty (30) business days of said transcripts becoming available, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S. Protective Order, and only to the extent the content of the transcript or video recording is relevant to the allegations in the Proceedings. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such transcripts or recordings, or a complete set of such transcripts or recordings, and it is understood and agreed that the failure to produce such transcripts or recordings shall not constitute a breach or violation of this Settlement Agreement; (f) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any responses to written interrogatories regarding Fuel Injection Windshield Wiper Systems by the Settling Defendants produced to the plaintiffs in the U.S. Litigation, including all schedules thereto and any pre-existing translations of those responses produced to the plaintiffs in the U.S. Litigation, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S.

Extent of Cooperation. (1) Subject to the limitations set forth in this Settlement Agreement, the Settling Defendants agree to provide cooperation as set out in this Section of the Settlement Agreement provided, however, that neither the Settling Defendants nor any of the Releasees shall be required, and nothing in this Settlement Agreement shall be construed to require any Settling Defendant or Releasee, to perform any act, provide any cooperation, or to transmit, provide, disclose or produce any documents or information: (i) in violation of any law, regulation or rule of any jurisdiction, including without limiting the generality of the foregoing, any privacy or other laws, regulations or policies of Ontario, Quebec, British Columbia or any other Canadian or foreign jurisdiction; (ii) in contravention of the terms of any order of a court or tribunal in any jurisdiction, including without limitation the U.S. Protective Order or similar order(s) in the ProceedingsProceedings or the Second Ontario Action; (iii) in contravention of or inconsistent with an instruction or directive from, or any obligations to, the Canadian Competition Bureau, DOJ or any regulatory authority or governmental body in Canada, the United States or any other jurisdiction; (iv) subject to and/or inconsistent with any applicable solicitor client privilege, litigation privilege, settlement privilege, joint defence privilege or any other privilege, doctrine or law; (v) that would disclose or produce any information or documents they obtained on a privileged or co-operative basis from any Person or party to any action or proceeding who is not a Releasee; (vi) with regard to conduct or matters outside the scope of the Released Claims; or (vii) that is not within the possession, custody or control of the Settling Defendants. (2) Before the expiration of sixty (60) days from the Effective Date, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, and subject to the other provisions of this Settlement Agreement, legal counsel for the Settling Defendants will meet with Class Counsel in Canada or the United States, to provide a legal counsel proffer or hypothetical attorney proffer regarding Fuel Injection SystemsElectronic Throttle Bodies. In no event shall the total proffer time for all of the Canadian Settlement Agreements, including question and answer sessions, exceed five (5) business days or thirty-five (35) hours of proffer time. One (1) of those five (5) proffer days for the Canadian Settlement Agreements may take place prior to the Effective Date and shall take place prior to February 22, 2019, or such other time period as Class Counsel and the Settling Defendants may reasonably agree, subject to the other provisions of this Settlement Agreement. Notwithstanding any other provision of this Settlement Agreement, and for greater certainty, it is agreed that all statements made and information provided by legal counsel for the Settling Defendants are privileged, will be kept strictly confidential, and may not be directly or indirectly disclosed to any other Person, except with the express consent of the Settling Defendants and their legal counsel or unless disclosure is ordered by a Court. Further, absent a Court order, Class Counsel will not attribute any information obtained from the proffer to the Settling Defendants and/or legal counsel for the Settling Defendants. Class Counsel agrees not to seek any such disclosure or attribution order and to provide advance written notice to Counsel for the Settling Defendants of any motion or application for such an order or orders. Subject to the foregoing and the other terms of this Settlement Agreement, Class Counsel may use information obtained from the proffer in the prosecution of the Proceedings, and/or in the prosecution of the Second Ontario Action (subject to a confidentiality order acceptable to the Settling Defendants being obtained in the Second Ontario Action that applies to the documents and information provided as cooperation by the Settling Defendants), including during privileged and confidential settlement discussions for the purpose of advancing those discussions in the interests of the Settlement Classes, except the prosecution of any claims against Releasees. The Settling Defendants agree to consider any reasonable request by Class Counsel to provide to Class Counsel the source Documents or other evidence that formed the basis of the proffer in advance of when such Documents and/or evidence would otherwise be due in accordance with the terms of this Settlement Agreement. The Parties agree that the proffer itself is settlement privileged, does not constitute evidence, that there shall be no audio or video recording or written transcription or record of any statements made or information by legal counsel for the Settling Defendants or any other Person at the proffer, and that Class Counsel may only make written notes of their own thoughts and impressions at the proffer for the purpose of formulating legal advice, pursuing litigation and/or for the purpose of advancing settlement discussions in the interests of the Settlement Classes. Class Counsel shall give Settling Defendants sufficient advance notice of any motion, petition or other request for entry of a court order allowing or compelling attribution of any information obtained from the proffer, or disclosure of any information obtained from the proffer, to allow Settling Defendants to oppose the motion, petition or other request. (3) At the request of Class Counsel after the Effective Date, the Settling Defendants shall provide to Class Counsel the following: (a) within ten (10) days of receiving the request, or at a time mutually agreed upon by the Parties, the Settling Defendants shall provide to Class Counsel a list of current and former employees, directors and officers of the Settling Defendants who were interviewed or prosecuted by the DOJ in connection with alleged price-fixing, bid rigging, and market allocation with respect to Fuel Injection SystemsElectronic Throttle Bodies, who appeared before the grand jury in the DOJ’s investigation into the alleged antitrust violations with respect to Fuel Injection SystemsElectronic Throttle Bodies; and/or who were disclosed as having knowledge or information relating to the DOJ’s investigation into alleged anti-trust violations with respect to Fuel Injection SystemsElectronic Throttle Bodies. If a list is provided, it may at the election of the Settling Defendants be a single list for all Canadian Settlement Agreements without separation by product(s). The Settling Defendants make no representation that they have, can or will produce a list or an accurate or complete list, and it is understood and agreed that the failure to produce a list list, or an accurate or complete list shall not constitute a breach or violation of this Settlement Agreement; (b) within ninety (90) days of receiving the request, or at a time mutually agreed upon by the Parties, sales data for the production and sale of Fuel Injection Systems Electronic Throttle Bodies by the Settling Defendants from January 1, 1998 to December 31, 2013 produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, if any, but only to the extent that it exists and is reasonably accessible in the Settling Defendants’ existing live electronic databases. The Settling Defendants shall not be required to produce sales data where there is no reasonable likelihood that such sales were associated with Fuel Injection Systems Electronic Throttle Bodies that are the subject of claims of the Settlement Classes in the ProceedingsProceedings or the Second Ontario Action. Any sales data produced shall be delivered in electronic form (if reasonably possible, Microsoft Access or Microsoft Excel) or such other format as may be agreed upon by Counsel for the Settling Defendants and Class Counsel, and shall be delivered as a separate production from the documents to be delivered pursuant to Sections 4.1(3)(d)-(h) or identified by xxxxx number as part of the production of documents to be delivered pursuant to Section 4.1(3). The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such sales data, or a complete set of such data, and it is understood and agreed that the failure to produce such data shall not constitute a breach or violation of this Settlement Agreement; (c) reasonable assistance to Class Counsel in understanding any sales data produced by the Settling Defendants pursuant to Section 4.1(3)(b) above, through Counsel for the Settling Defendants, including a reasonable number of written and/or telephonic communications with Class Counsel and/or the Plaintiffs’ experts and between technical personnel; (d) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any documents (as defined in Rule 30.01 of the Ontario Rules of Civil Procedure) regarding Fuel Injection Systems Electronic Throttle Bodies produced by the Settling Defendants to the plaintiffs in the U.S. Litigation, including any documents produced or made available by the Settling Defendants to the plaintiffs pursuant to the U.S. Settlement Agreements, including any pre-existing translations of those documents produced to the plaintiffs in the U.S. Litigation, and any pre- existing and non-privileged electronic coding produced to the plaintiffs in the U.S. Litigation, including where the documents previously produced in the U.S. Litigation contain xxxxx stamps on their face the documents will be produced in the same format produced to the plaintiffs in the U.S. Litigation. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such documents, or a complete set of such documents, and it is understood and agreed that the failure to produce such documents shall not constitute a breach or violation of this Settlement Agreement. (e) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of transcripts and video recordings of any depositions or other testimony regarding Fuel Injection Systems Electronic Throttle Bodies of current or former employees, officers or directors of the Settling Defendants, including all exhibits, taken in the U.S. Litigation, and any pre-existing translations of those transcripts to the extent produced to the plaintiffs in the U.S. Litigation, or, if later, within thirty (30) business days of said transcripts becoming available, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S. Protective Order, and only to the extent the content of the transcript or video recording is relevant to the allegations in the ProceedingsProceedings or the Second Ontario Action. The Settling Defendants cannot, and do not, make any representation that they have, can or will produce such transcripts or recordings, or a complete set of such transcripts or recordings, and it is understood and agreed that the failure to produce such transcripts or recordings shall not constitute a breach or violation of this Settlement Agreement; (f) within sixty (60) days of receiving the request, or at a time mutually agreed upon by the Parties, electronic copies of any responses to written interrogatories regarding Fuel Injection Systems Electronic Throttle Bodies by the Settling Defendants produced to the plaintiffs in the U.S. Litigation, including all schedules thereto and any pre-existing translations of those responses produced to the plaintiffs in the U.S. Litigation, but only to the extent permitted under any applicable protective order, including, without limitation, the U.S.