Common use of GENERAL MATTERS AND RESERVATIONS Clause in Contracts

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment and Final Order approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel in any way in this litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related Action. E. Information provided by Toyota, Toyota’s Counsel, and/or the Settlement Special Master to Class Representatives, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master to Plaintiffs’ Counsel shall either: (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action. X. Xxxxxx’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneys’ fees and costs. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives or the Class of any applicable privileges, claims or defenses. T. Class Representatives expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx 14.1 Toyota has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related ActionActions, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act or omission that was alleged, or that could have been alleged, in the Action or the Related ActionActions. Xxxxxx Toyota believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action Actions and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related ActionActions. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action Actions be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. 14.2 The obligation of the Parties to conclude the proposed Settlement Agreement is and shall be contingent upon each of the following: 1. A. Entry by the Court Courts of the Final Judgment Judgments and Final Order approving the Settlement AgreementOrders, from which the time to appeal has expired or which has have remained unmodified after any appeal(s); and 2. B. Any other conditions stated in this Settlement Agreement. C. 14.3 The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Pre-Approval Notice is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Pre-Approval Notice is filed, to state provincial and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneyslawyers, or as otherwise required by law, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. 14.4 Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action Actions), nor may they disclose any quotes or excerpts from, or summaries of, such information, whether the Related Action)source is identified or not; that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel or other counsel representing plaintiffs in the Actions in any way in this litigation or any other litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if appropriate and not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related ActionActions. E. 14.5 Information provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Class Representatives, Plaintiffs’ Class Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the any confidentiality or protective orders that have been or will be entered in the Action Actions or the Related Actionother agreements, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. 14.6 Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Class Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Plaintiffs’ Class Counsel shall either: : (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX 14 shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Class Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice and Claims Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Class Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the ActionActions. X. Xxxxxx14.7 Toyota’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer or other party for any cost or expense incurred in connection with this these Actions and/or Settlement Agreement, including, without limitation, for attorneys’ legal fees and costs. H. 14.8 Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related ActionActions; and (2) they are seeking to protect the interests of the Class. I. 14.9 Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action Actions or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action Actions and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. 14.10 The Parties acknowledge and agree that no opinion concerning the tax consequences of the proposed Settlement Agreement to Class Members is given or will be given by the PartiesParties or their counsel, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's ’s tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. 14.11 Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. 14.12 This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed or referenced in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. 14.13 This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to in accordance with the law laws of the State Province of California Ontario, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. 14.14 Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Statutory Holidays) express delivery service as follows: 1. : If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx 0000 Xxxxxx 00xx Floor New Yorkxx xxx Xxxxxxxx Xxx Xxxx, New York 10022 Tel.: (000) 000XX 00000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx xxxxxxx@xxxxx.xxx and Xxx Xxxxxx Xxxxxx and AssociatesXxxxxxxx Xxxxx XXX 00 Xxxxxxxxxx Xx. W. 30th Floor, P.C. 0 Box 270 TD Xxxxx XxXxxxx XxxxxxXxxxx Xxxxxxx, Xxxxx 0000 Chicago, IL 60602 Xxxxxxx X0X 0X0 Tel: (000) 000-0000 Fax: (000) 000-0000 Exxxxxxxxx@xxxxx.xxx If to Class Representatives, or the Class, then to: Xxxx Xxxxxxxxx Consumer Law Group P.C. 000 Xxxxxxx Xxx. Xxxx Xxxxx 000 Xxxxxx, Xxxxxxx X0X 0X0 Tel: (000) 000-mail0000, ext. 2 Fax: x.xxxxxx@xxxxxxxxx.xxx(000) 000-0000 xxxxxxxxxx@xxx.xxx and Xxxxxxx X. Peerless XxXxxxxx Lake Lawyers LLP 0000-000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx X0X 0X0 Tel: (000) 000-0000, ext. 287 Fax: (000) 000-0000 xxxxxxxx@xxxxxxxxxxxx.xxx and Xxxxx X. XxXxxxxxx McPhadden Xxxxx Xxxxx LLP 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Tel: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxx@xxxx.xx and Xxxxx Xxxxx Lex Group Inc. 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX X0X 0X0 Tel: (000) 000-0000, ext. 321 Fax: (000) 000-0000 xxxxxxxxxx@xxxxxxxx.xx P. 14.15 All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the CourtCourts, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Statutory Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Statutory Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Family Day, Memorial Good Friday, Victoria Day, Independence Quebec National Day, Labor Canada Day, Columbus DayCivic Holiday, Veterans Day, Patriot’s Labour Day, Thanksgiving Day, Christmas Day, Boxing Day and any other day appointed as a holiday by the President, the Congress Province of the United States Ontario or the Clerk Province of the United States District Court for the Central District of CaliforniaQuebec. Q. 14.16 The Parties reserve the right, subject to the Court’s Courts’ approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. 14.17 The Class, Class Representatives, Class Counsel, Toyota Toyota, and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s arm’s-length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. 14.18 The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any statecompromise. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related ActionActions, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives Representatives, or the Class of any applicable privileges, claims or defenses. T. Class Representatives 14.19 Plaintiffs expressly affirm that the allegations as to Toyota contained in the operative complaint Statements of Claim or Application for Authorization were made in good faith, but consider it desirable for the Action and the Related Action Actions to be settled and dismissed as to Toyota because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. 14.20 The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. 14.21 The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. 14.22 If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. 14.23 The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval approvals of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. 14.24 This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original, all of which taken together shall constitute one and the same instrument. Z. 14.25 In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx has Xxxx and Home Depot have denied and continues continue to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has have denied and continues continue to deny that it has they have committed any violation of law or engaged in any wrongful act that was alleged, alleged or that could have been alleged, alleged in the Action or the Related Action. Xxxxxx believes Behr and Home Depot believe that it has they have valid and complete defenses to the claims asserted against it them in the Action and the Related Action and denies deny that it they committed any violations of law, engaged in any unlawful act or conduct, conduct or that there is any basis for liability for any of the claims that have been, are, are or might have been alleged in the Action or the Related Action. NonethelessNevertheless, Toyota has Behr and Home Depot have concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the proposed Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment Order and Final Order Judgment approving the Settlement AgreementSettlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties Plaintiffs, Behr and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota (i) Behr from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or in house attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent ; (ii) the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel in any way in this litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related Action. E. Information provided by Toyota, Toyota’s Counsel, and/or the Settlement Special Master to Class Representatives, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master to Plaintiffs’ Counsel shall either: (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action. X. Xxxxxx’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneys’ fees and costs. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives or the Class of any applicable privileges, claims or defenses. T. Class Representatives expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.and

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx has A. Defendants have denied and continues continue to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has have denied and continues continue to deny that it has they have committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx believes Defendants believe that it has they have valid and complete defenses to the claims asserted against it them in the Action and the Related Action and denies deny that it committed they violated any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been been, alleged in the Action or the Related Action. Nonetheless, Toyota has Defendants have concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter manner and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the proposed Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment Order and Final Order Judgment approving the Settlement AgreementSettlement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. All Class Members have the right to enter an appearance in the Action through their own counsel of choice, at their own expense. If they do not enter an appearance through their own counsel, they will be represented by Class Counsel, who will support the Settlement and argue in favor of its approval by the Court. D. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filedfiled with the Court; provided, however, that this Section X shall not prevent Toyota Defendants from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, nor shall it prevent Toyota Defendants from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. . The Settling Plaintiffs, Class Representatives and Class Settling Plaintiffs’ Counsel agree that the confidential information made available to them solely through the mediation and settlement process was made available, as agreed to, on the condition that neither the Settling Plaintiffs, Class Representatives Representatives, nor their counsel Settling Plaintiffs’ Counsel may disclose it to third parties (other than to experts or consultants retained by the Settling Plaintiffs, Class Representatives or Settling Plaintiffs’ Counsel in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by the Settling Plaintiffs, Class Representatives or Class Settling Plaintiffs’ Counsel in any way in this litigation Litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement Settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information . All Confidentiality and Mediation Agreements remain in connection with the settlement of the Action or the Related Actionplace and operative. E. Information provided by ToyotaDefendants, Toyota’s Defendants’ Counsel, and/or the Settlement Special Master Mediator to the Settling Plaintiffs, Class Representatives, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class MemberMember or Plaintiff, their consultants, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential confidential, sensitive and proprietary business and financial information and shall be deemed “Highly Confidential” pursuant to the protective orders order that have has been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s Defendants’ request, be promptly returned to Toyota’s Defendants’ Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. The Settling Plaintiffs, Class Representatives, and Settling Plaintiffs’ Counsel shall not disparage Defendants or Defendants’ Counsel in any written, online or other publication regarding the Litigation or Settlement, including press and other media inquiries. Defendants and Defendants’ counsel shall not disparage the Settling Plaintiffs, Class Representatives, and Settling Plaintiffs’ Counsel in any written, online or other publication regarding the Litigation or Settlement, including press and other media inquiries. Nothing herein prevents Class Members or Defendants from responding to or cooperating with any inquiries from governmental agencies or regulatory bodies. G. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Settling Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by ToyotaDefendants, and/or Toyota’s Defendants’ Counsel, and/or the Settlement Special Master to Settling Plaintiffs’ Counsel shall either: : (i) return to Toyota’s Defendants’ Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Defendants’ Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documentsMaster; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action. X. Xxxxxx’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneys’ fees and costs. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives or the Class of any applicable privileges, claims or defenses. T. Class Representatives expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.,

GENERAL MATTERS AND RESERVATIONS. ‌ X. Xxxxxx has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx Toyota believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment Order and Final Order Judgment approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers insurers, or attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel in any way in this litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related Action. E. Information provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Class Representatives, Class Counsel, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights rights, and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Class Counsel, Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master to Plaintiffs’ Counsel shall either: : (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX XI.F. shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Class Counsel’s and Plaintiffs’ Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action and/or Related Action. X. Xxxxxx’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneysAttorneys’ fees Fees, Costs, and costsExpenses. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact fact-finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives or the Class of any applicable privileges, claims or defenses. T. Class Representatives expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.;

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx 14.1 Toyota has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related ActionActions, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act or omission that was alleged, or that could have been alleged, in the Action or the Related ActionActions. Xxxxxx Toyota believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action Actions and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related ActionActions. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action Actions be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. 14.2 The obligation of the Parties to conclude the proposed Settlement Agreement is and shall be contingent upon each of the following: 1. A. Entry by the Court Courts of the Final Judgment Judgments and Final Order approving the Settlement AgreementOrders, from which the time to appeal has expired or which has have remained unmodified after any appeal(s); and 2. B. Any other conditions stated in this Settlement Agreement. C. 14.3 The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Pre-Approval Notice is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Pre-Approval Notice is filed, to state provincial and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneyslawyers, or as otherwise required by law, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. 14.4 Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action Actions), nor may they disclose any quotes or excerpts from, or summaries of, such information, whether the Related Action)source is identified or not; that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel or other counsel representing plaintiffs in the Actions in any way in this litigation or any other litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if appropriate and not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related ActionActions. E. 14.5 Information provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Class Representatives, Plaintiffs’ Class Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the any confidentiality or protective orders that have been or will be entered in the Action Actions or the Related Actionother agreements, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. 14.6 Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Class Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Plaintiffs’ Class Counsel shall either: : (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX 14 shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Class Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice and Claims Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Class Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the ActionActions. X. Xxxxxx14.7 Toyota’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer or other party for any cost or expense incurred in connection with this these Actions and/or Settlement Agreement, including, without limitation, for attorneys’ legal fees and costs. H. 14.8 Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related ActionActions; and (2) they are seeking to protect the interests of the Class. I. 14.9 Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action Actions or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action Actions and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. 14.10 The Parties acknowledge and agree that no opinion concerning the tax consequences of the proposed Settlement Agreement to Class Members is given or will be given by the PartiesParties or their counsel, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's ’s tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. 14.11 Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. 14.12 This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed or referenced in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. 14.13 This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to in accordance with the law laws of the State Province of California Ontario, notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. 14.14 Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Statutory Holidays) express delivery service as follows: 1. : If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx 0000 Xxxxxx 00xx Floor New Yorkxx xxx Xxxxxxxx Xxx Xxxx, New York 10022 Tel.: (000) 000XX 00000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx xxxxxxx@xxxxx.xxx and Xxxxxx Xxxxxxxx Xxxxx LLP 00 Xxxxxxxxxx Xx. X. 00xx Xxxxx, Xxx Xxxxxx Xxxxxx and Associates000 XX Xxxxx Xxxxx Toronto, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Ontario M5K 1N2 Tel: (000) 000-0000 Fax: (000) 000-0000 Exxxxxxxxx@xxxxx.xxx If to Class Representatives, or the Class, then to: Xxxx Xxxxxxxxx Consumer Law Group P.C. 000 Xxxxxxx Xxx. West Suite 900 Ottawa, Ontario K1P 5J6 Tel: (000) 000-mail0000, ext. 2 Fax: x.xxxxxx@xxxxxxxxx.xxx(000) 000-0000 xxxxxxxxxx@xxx.xxx and Xxxxxxx X. Peerless XxXxxxxx Lake Lawyers LLP 0000-000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx X0X 0X0 Tel: (000) 000-0000, ext. 287 Fax: (000) 000-0000 xxxxxxxx@xxxxxxxxxxxx.xxx and Xxxxx X. XxXxxxxxx McPhadden Xxxxx Xxxxx LLP 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Tel: (000) 000-0000 Fax: (000) 000-0000 xxxxxxxxxx@xxxx.xx and Xxxxx Xxxxx Lex Group Inc. 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX X0X 0X0 Tel: (000) 000-0000, ext. 321 Fax: (000) 000-0000 xxxxxxxxxx@xxxxxxxx.xx P. 14.15 All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the CourtCourts, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Statutory Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Statutory Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Family Day, Memorial Good Friday, Victoria Day, Independence Quebec National Day, Labor Canada Day, Columbus DayCivic Holiday, Veterans Day, Patriot’s Labour Day, Thanksgiving Day, Christmas Day, Boxing Day and any other day appointed as a holiday by the President, the Congress Province of the United States Ontario or the Clerk Province of the United States District Court for the Central District of CaliforniaQuebec. Q. 14.16 The Parties reserve the right, subject to the Court’s Courts’ approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. 14.17 The Class, Class Representatives, Class Counsel, Toyota Toyota, and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s arm’s-length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. 14.18 The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any statecompromise. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related ActionActions, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives Representatives, or the Class of any applicable privileges, claims or defenses. T. Class Representatives 14.19 Plaintiffs expressly affirm that the allegations as to Toyota contained in the operative complaint Statements of Claim or Application for Authorization were made in good faith, but consider it desirable for the Action and the Related Action Actions to be settled and dismissed as to Toyota because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. 14.20 The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. 14.21 The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. 14.22 If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. 14.23 The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval approvals of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. 14.24 This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original, all of which taken together shall constitute one and the same instrument. Z. 14.25 In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx A. Toyota has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx believes that it has valid and complete defenses to the claims asserted against it them in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment Approval Order and Final Order Judgment approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such informationnecessary information from this Settlement Agreement, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers insurers, or attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel in any way in this litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related Action. E. Information provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel to Class Representatives, Class Counsel, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights rights, and defenses. F. Within 90 ninety (90) days after the Final Effective Date (unless the time is extended by agreement of the Parties), Class Counsel, Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master to Plaintiffs’ Counsel shall either: : (i) return to Toyota’s Counsel, Counsel all such documents and materials (and all copies of such documents in whatever form made or maintained) ), physical evidence, and/or tangible items produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and documents, physical evidence, tangible items, and/or materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master Counsel and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX XI.F. shall not apply to any documents made part of the record in connection with a ClaimClaim for reimbursement as part of the Battery Reimbursement Claim and/or the Out-of-Pocket Claims Process, nor to any documents made part of a Court filing, nor to Class Counsel’s and Plaintiffs’ Counsel’s work work-product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action. X. XxxxxxG. Toyota’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneysAttorneys’ fees Fees, Costs, and costsExpenses. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact fact-finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-fact- finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and/or Plaintiffs’ Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. J. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's ’s tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California Texas notwithstanding its conflict of conflict-of-laws provisions. N. Any For the purposes of settlement only, Toyota consents to the personal jurisdiction of the United States District Court for the Eastern District of Texas and any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central Eastern District of CaliforniaTexas. However, Toyota reserves the right to contest personal jurisdiction if the Court does not approve the Settlement. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays Sundays, and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 NY 10036 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxxXxxxxxx@xxxxx.xxx 2. If to the Class, then to: Xxxxxxxx X. Xxxxxxx X. Xxxxx Blood Xxxxx Xxxxxx London & X’XxxxxxxMillen LLC 000 Xxxxxxx Xxxxxx Conshohocken, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 TelPA 19428 Telephone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxxxxxxxxxx@xxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States States, or the Clerk of the United States District Court for the Central Eastern District of CaliforniaTexas. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota Toyota, and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions provisions, or any negotiations, statements statements, or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory regulatory, or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as as, or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives Representatives, or the Class of any applicable privileges, claims claims, or defenses. T. Class Representatives Representatives, through their counsel, expressly affirm that the allegations contained in the operative complaint Amended Consolidated Complaint and all prior complaints filed in the Action were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use act in good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement. W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to publicly support this Settlement Agreement, to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect affect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile an electronic and/or scanned signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota’s Counsel, on behalf of DefendantToyota, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective. AA. This Settlement Agreement shall be binding upon and inure to the benefit of, the successors and assigns of the Class and Toyota. Agreed to on the date indicated below. AGREED TO BY CLASS REPRESENTATIVES BY: DATE: Xxxxxx Xxxxxx 03/22/2024 , 2024 BY: DATE: , 2024 Xxxxx Xxxxxxx Settlement Agreement and to use their best efforts to affect the prompt consummation of the Settlement Agreement.

GENERAL MATTERS AND RESERVATIONS. X. Xxxxxx has denied and continues to deny each and all of the claims and contentions alleged in the Action and the Related Action, and has denied and continues to deny that it has committed any violation of law or engaged in any wrongful act that was alleged, or that could have been alleged, in the Action or the Related Action. Xxxxxx believes that it has valid and complete defenses to the claims asserted against it in the Action and the Related Action and denies that it committed any violations of law, engaged in any unlawful act or conduct, or that there is any basis for liability for any of the claims that have been, are, or might have been alleged in the Action or the Related Action. Nonetheless, Toyota has concluded that it is desirable that the Action and the Related Action be fully and finally settled in the matter and upon the terms and conditions set forth in this Settlement Agreement. B. The obligation of the Parties to conclude the Settlement Agreement is and shall be contingent upon each of the following: 1. Entry by the Court of the Final Judgment and Final Order approving the Settlement Agreement, from which the time to appeal has expired or which has remained unmodified after any appeal(s); and 2. Any other conditions stated in this Settlement Agreement. C. The Parties and their counsel agree to keep the existence and contents of this Settlement Agreement confidential until the date on which the Motion for Preliminary Approval is filed; provided, however, that this Section shall not prevent Toyota from disclosing such information, prior to the date on which the Motion for Preliminary Approval is filed, to state and federal agencies, independent accountants, actuaries, advisors, financial analysts, insurers or attorneys, nor shall it prevent Toyota from disclosing such information based on the substance of this Settlement Agreement. Nor shall it prevent the Parties and their counsel from disclosing such information to persons or entities (such as experts, courts, co-counsel, and/or administrators) to whom the Parties agree disclosure must be made in order to effectuate the terms and conditions of this Settlement Agreement. D. Class Representatives and Class Counsel agree that the confidential information made available to them solely through the settlement process was made available, as agreed to, on the condition that neither Class Representatives nor their counsel may disclose it to third parties (other than experts or consultants retained by Class Representatives in connection with the Action or the Related Action); that it not be the subject of public comment; that it not be used by Class Representatives or Class Counsel in any way in this litigation or otherwise should the Settlement Agreement not be achieved, and that it is to be returned if a settlement is not concluded; provided, however, that nothing contained herein shall prohibit Class Representatives from seeking such information through formal discovery if not previously requested through formal discovery or from referring to the existence of such information in connection with the settlement of the Action or the Related Action. E. Information provided by Toyota, Toyota’s Counsel, and/or the Settlement Special Master to Class Representatives, Plaintiffs’ Counsel, any individual Class Member, counsel for any individual Class Member, and/or administrators, pursuant to the negotiation and implementation of this Settlement Agreement, includes trade secrets and highly confidential and proprietary business information and shall be deemed “Highly Confidential” pursuant to the protective orders that have been or will be entered in the Action or the Related Action, and shall be subject to all of the provisions thereof. Any materials inadvertently produced shall, upon Toyota’s request, be promptly returned to Toyota’s Counsel, and there shall be no implied or express waiver of any privileges, rights and defenses. F. Within 90 days after the Final Effective Date (unless the time is extended by agreement of the Parties), Plaintiffs’ Counsel, and any expert or other consultant employed by them in such capacity or any other individual with access to documents provided by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master to Plaintiffs’ Counsel shall either: (i) return to Toyota’s Counsel, all such documents and materials (and all copies of such documents in whatever form made or maintained) produced during the settlement process by Toyota and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents; or (ii) certify to Toyota’s Counsel that all such documents and materials (and all copies of such documents in whatever form made or maintained) produced by Toyota, and/or Toyota’s Counsel, and/or the Settlement Special Master and any and all handwritten notes summarizing, describing or referring to such documents have been destroyed, provided, however, that this Section IX shall not apply to any documents made part of the record in connection with a Claim, nor to any documents made part of a Court filing, nor to Plaintiffs’ Counsel’s work product. Six months after the distribution of the settlement funds to Class Members who submitted valid Frame Replacement Reimbursement Claim Forms, the Settlement Notice Administrator shall return or destroy all documents and materials to Toyota and/or Toyota’s Counsel and/or Plaintiffs’ Counsel that produced the documents and materials, except that it shall not destroy any and all Frame Replacement Reimbursement Claim Forms, including any and all information and/or documentation submitted by Class Members. Nothing in this Settlement Agreement shall affect any confidentiality order or protective order in the Action. X. Xxxxxx’s execution of this Settlement Agreement shall not be construed to release – and Toyota expressly does not intend to release – any claim Toyota may have or make against any insurer for any cost or expense incurred in connection with this Settlement Agreement, including, without limitation, for attorneys’ fees and costs. H. Class Counsel represent that: (1) they are authorized by the Class Representatives to enter into this Settlement Agreement with respect to the claims in this Action and the Related Action; and (2) they are seeking to protect the interests of the Class. I. Class Counsel further represent that the Class Representatives: (1) have agreed to serve as representatives of the Class proposed to be certified herein; (2) are willing, able, and ready to perform all of the duties and obligations of representatives of the Class, including, but not limited to, being involved in discovery and fact finding; (3) have read the pleadings in the Action and the Related Action or have had the contents of such pleadings described to them; (4) are familiar with the results of the fact-finding undertaken by Class Counsel; (5) have been kept apprised of settlement negotiations among the Parties, and have either read this Settlement Agreement, including the exhibits annexed hereto, or have received a detailed description of it from Class Counsel and they have agreed to its terms; (6) have consulted with Class Counsel about the Action and this Settlement Agreement and the obligations imposed on representatives of the Class; (7) have authorized Class Counsel to execute this Settlement Agreement on their behalf; and (8) shall remain and serve as representatives of the Class until the terms of this Settlement Agreement are effectuated, this Settlement Agreement is terminated in accordance with its terms, or the Court at any time determines that said Class Representatives cannot represent the Class. X. The Parties acknowledge and agree that no opinion concerning the tax consequences of the Settlement Agreement to Class Members is given or will be given by the Parties, nor are any representations or warranties in this regard made by virtue of this Settlement Agreement. Each Class Member's tax obligations, and the determination thereof, are the sole responsibility of the Class Member, and it is understood that the tax consequences may vary depending on the particular circumstances of each individual Class Member. K. Toyota represents and warrants that the individual(s) executing this Settlement Agreement is authorized to enter into this Settlement Agreement on behalf of Toyota. L. This Settlement Agreement, complete with its exhibits, sets forth the sole and entire agreement among the Parties with respect to its subject matter, and it may not be altered, amended, or modified except by written instrument executed by Class Counsel and Toyota’s Counsel on behalf of Toyota. The Parties expressly acknowledge that no other agreements, arrangements, or understandings not expressed in this Settlement Agreement exist among or between them, and that in deciding to enter into this Settlement Agreement, they rely solely upon their judgment and knowledge. This Settlement Agreement supersedes any prior agreements, understandings, or undertakings (written or oral) by and between the Parties regarding the subject matter of this Settlement Agreement. M. This Settlement Agreement and any amendments thereto shall be governed by and interpreted according to the law of the State of California notwithstanding its conflict of laws provisions. N. Any disagreement and/or action to enforce this Settlement Agreement shall be commenced and maintained only in the United States District Court for the Central District of California. O. Whenever this Settlement Agreement requires or contemplates that one of the Parties shall or may give notice to the other, notice shall be provided by e-mail and/or next-day (excluding Saturdays, Sundays and Federal Holidays) express delivery service as follows: 1. If to Toyota, then to: Xxxx X. Xxxxxx Xxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx 00xx Floor New York, New York 10022 Tel.: (000) 000-0000 Fax: (000) 000-0000 E-mail: Xxxxxxx@xxxxxxxxx.xxx 2. If to the Class, then to: Xxxxxxx X. Xxxxx Blood Xxxxx & X’Xxxxxxx, LLP 000 X Xxxxxx, Xxxxx 0000 San Diego, CA 92101 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxx@xxxxxx.xxx and Xxx Xxxxxx Xxxxxx and Associates, P.C. 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Chicago, IL 60602 Tel: (000) 000-0000 Fax: (000) 000-0000 E-mail: x.xxxxxx@xxxxxxxxx.xxx P. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided. In computing any period of time prescribed or allowed by this Settlement Agreement or by order of the Court, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday or a Federal Holiday, or, when the act to be done is the filing of a paper in court, a day on which weather or other conditions have made the office of the clerk of the court inaccessible, in which event the period shall run until the end of the next day that is not one of the aforementioned days. As used in this Section XI “Federal Holiday” includes New Year’s Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Patriot’s Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President, the Congress of the United States or the Clerk of the United States District Court for the Central District of California. Q. The Parties reserve the right, subject to the Court’s approval, to agree to any reasonable extensions of time that might be necessary to carry out any of the provisions of this Settlement Agreement. R. The Class, Class Representatives, Class Counsel, Toyota and/or Toyota’s Counsel shall not be deemed to be the drafter of this Settlement Agreement or of any particular provision, nor shall they argue that any particular provision should be construed against its drafter. All Parties agree that this Settlement Agreement was drafted by counsel for the Parties during extensive arm’s length negotiations. No parol or other evidence may be offered to explain, construe, contradict, or clarify its terms, the intent of the Parties or their counsel, or the circumstances under which this Settlement Agreement was made or executed. S. The Parties expressly acknowledge and agree that this Settlement Agreement and its exhibits, along with all related drafts, motions, pleadings, conversations, negotiations, and correspondence, constitute an offer of compromise and a compromise within the meaning of Federal Rule of Evidence 408 and any equivalent rule of evidence in any state. In no event shall this Settlement Agreement, any of its provisions or any negotiations, statements or court proceedings relating to its provisions in any way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the Action or the Related Action, any other action, or in any judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this Settlement Agreement or the rights of the Parties or their counsel. Without limiting the foregoing, neither this Settlement Agreement nor any related negotiations, statements, or court proceedings shall be construed as, offered as, received as, used as or deemed to be evidence or an admission or concession of any liability or wrongdoing whatsoever on the part of any person or entity, including, but not limited to, the Released Parties, Class Representatives, or the Class or as a waiver by the Released Parties, Class Representatives or the Class of any applicable privileges, claims or defenses. T. Class Representatives expressly affirm that the allegations contained in the operative complaint were made in good faith, but consider it desirable for the Action and the Related Action to be settled and dismissed because of the substantial benefits that the Settlement Agreement will provide to Class Members. U. The Parties, their successors and assigns, and their counsel undertake to implement the terms of this Settlement Agreement in good faith, and to use good faith in resolving any disputes that may arise in the implementation of the terms of this Settlement Agreement. V. The waiver by one Party of any breach of this Settlement Agreement by another Party shall not be deemed a waiver of any prior or subsequent breach of this Settlement Agreement.. Case 2:15-cv-02171-FMO-FFM Document 91 Filed 11/15/16 Page 47 of 50 Page ID #:1526 Case 2:15-cv-02171-FMO-FFM Document 91 Filed 11/15/16 Page 48 of 50 Page ID #:1527 Case 2:15-cv-02171-FMO-FFM Document 91 Filed 11/15/16 Page 49 of 50 Page ID #:1528 Case 2:15-cv-02171-FMO-FFM Document 91 Filed 11/15/16 Page 50 of 50 Page ID #:1529 W. If one Party to this Settlement Agreement considers another Party to be in breach of its obligations under this Settlement Agreement, that Party must provide the breaching Party with written notice of the alleged breach and provide a reasonable opportunity to cure the breach before taking any action to enforce any rights under this Settlement Agreement. X. The Parties, their successors and assigns, and their counsel agree to cooperate fully with one another in seeking Court approval of this Settlement Agreement and to use their best efforts to effect the prompt consummation of the Settlement Agreement. Y. This Settlement Agreement may be signed with a facsimile signature and in counterparts, each of which shall constitute a duplicate original. Z. In the event any one or more of the provisions contained in this Settlement Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision if Toyota, on behalf of Defendant, and Class Counsel, on behalf of Class Representatives and Class Members, mutually agree in writing to proceed as if such invalid, illegal, or unenforceable provision had never been included in this Settlement Agreement. Any such agreement shall be reviewed and approved by the Court before it becomes effective.1 CERTIFICATE OF SERVICE