Common use of Non-Monetary Consideration Clause in Contracts

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against Norinchukin in this Action and the release of the Released Claims, subject to any order from the Court, Norinchukin shall provide cooperation as set forth below. Except as set forth herein, such obligations shall not commence until such time, if ever, that the United States Court of Appeals for the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims in this Ac- tion, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. Norinchukin’s cooperation obligations shall apply only to Re- leasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. Norinchukin’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. Norinchukin reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on Norinchukin an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, obligations under applicable bank secrecy laws or regulations, and/or any other applicable privi- lege or protection with respect to any documents, interviews, declarations and/or affidavits, depo- sitions, testimony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between Xxxxxxxxxxx and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will attempt to resolve the dispute in good faith, and, if that fails, will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by Norinchukin pursuant to this provision (collec- tively “Cooperation Materials”) shall be covered by the protective order in effect in the Bondholder Action, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendants. 13.7. Subject to the foregoing, Norinchukin will provide Bondholder Plaintiffs and the Bondholder Class the following cooperation. Nothing herein is intended to prevent the use in pre- trial, trial, or appellate proceedings in this Action of information and/or documents produced in discovery or through the cooperation provisions set forth below: (i) Counsel Inquiries: Norinchukin Counsel will respond, if practical, to rea- sonable inquiries of Bondholder Plaintiffs’ Counsel about Norinchukin’s pro- duction of transaction data or documents pursuant to its cooperation obliga- tions, to the extent such inquiries can be answered based on readily available information. (ii) Transactional Data: Other than as already produced to Bondholder Plain- tiffs, Xxxxxxxxxxx agrees to provide to counsel for Bondholder Plaintiffs the information it has previously provided to other plaintiffs in the USD LIBOR MDL regarding identifying London interbank transactions within its previ- ously produced transaction data, if any, as well as within any such transac- tional data Norinchukin subsequently produces to any party in the USD LI- BOR MDL. Norinchukin shall produce information to the Bondholder Plain- tiffs pursuant to this paragraph only to the extent such information is called for in (a) discovery requests propounded in this Action, if production occurs while Norinchukin is still a party to the Action, or (b) a valid third-party subpoena, of which subpoena Norinchukin, through Norinchukin Counsel, shall accept service, if production occurs after the Settlement Agreement becomes effective and Norinchukin is dismissed from the Action.

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against Norinchukin RBS in this Action and the release of the Released Claims, subject to any order from the Court, Norinchukin RBS shall provide cooperation as set forth below. Except as set forth herein, such obligations shall not commence until such time, if ever, that the United States Court of Appeals for the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution pros- ecution of their claims in this Ac- tionAction, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. NorinchukinRBS’s cooperation obligations shall apply only to Re- leasing Releasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. NorinchukinRBS’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. Norinchukin RBS reserves all of its rights to vigorously vig- orously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on Norinchukin RBS an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-attorney- client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, obligations under applicable bank secrecy laws or regulations, and/or any other applicable privi- lege privilege or protection protec- tion with respect to any documents, interviews, declarations and/or affidavits, depo- sitionsdepositions, testimonytesti- mony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between Xxxxxxxxxxx RBS and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will attempt to resolve the dispute in good faith, and, if that fails, will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by Norinchukin RBS pursuant to this provision (collec- tively collectively “Cooperation Co- operation Materials”) shall be covered by the protective order in effect in the Bondholder Action, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendantsdefendants or any action related to any Released Claim. 13.7. Subject to the foregoing, Norinchukin RBS will provide Bondholder Plaintiffs and the Bondholder Bond- holder Class the following cooperation. Nothing herein is intended to prevent the use in pre- pre-trial, trial, or appellate proceedings in this Action of information and/or documents produced in discovery discov- ery or through the cooperation provisions set forth below: (i) Counsel InquiriesProffer: Norinchukin Within thirty days after execution of the Term Sheet, RBS’s Counsel will respond, if practicalmeet with Bondholder Plaintiffs’ Counsel at a mutually agreeable time and place to provide an oral proffer, to rea- sonable the extent such information is reasonably known to RBS, with respect to the identification of all individuals who were identified by code name in the papers released by the governmental bodies pertaining to conduct with respect to U.S. Dollar LIBOR. RBS’s Counsel will respond to reasonable inquiries of Bondholder Plaintiffs’ Counsel about Norinchukin’s pro- duction of transaction data or documents pursuant to its cooperation obliga- tions, related to the extent such inquiries can be answered based on readily available informationProffer. (ii) Transactional Data: Other than as already produced to Bondholder Plain- tiffs, Xxxxxxxxxxx agrees to provide to counsel for Bondholder Plaintiffs the information it has previously provided to other plaintiffs in the USD LIBOR MDL regarding identifying London interbank transactions within its previ- ously produced transaction data, if any, as well as within any such transac- tional data Norinchukin subsequently produces to any party in the USD LI- BOR MDL. Norinchukin shall produce information to the Bondholder Plain- tiffs pursuant to this paragraph only to the extent such information is called for in (a) discovery requests propounded in this Action, if production occurs while Norinchukin is still a party to the Action, or (b) a valid third-party subpoena, of which subpoena Norinchukin, through Norinchukin Counsel, shall accept service, if production occurs after the Settlement Agreement becomes effective and Norinchukin is dismissed from the Action.

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against Norinchukin Credit Suisse in this Action and the release of the Released Claims, subject to any order from the Court, Norinchukin Credit Suisse shall provide cooperation as set forth below. Except as set forth herein, such obligations shall not commence until such time, if ever, that the United States Court of Appeals for the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims in this Ac- tionAction, and such ruling has been finally affirmed af- firmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution pros- ecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. NorinchukinCredit Suisse’s cooperation obligations shall apply only to Re- leasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. NorinchukinCredit Suisse’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. Norinchukin Credit Suisse reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on Norinchukin Credit Suisse an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, obligations under applicable bank secrecy laws or regulations, and/or any other applicable privi- lege or protection with respect to any documents, interviews, declarations and/or affidavits, depo- sitions, testimony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between Xxxxxxxxxxx Credit Suisse and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will attempt to resolve the dispute in good faith, and, if that fails, will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by Norinchukin Credit Suisse pursuant to this provision (collec- tively “Cooperation Materials”) shall be covered by the protective order in effect in the Bondholder Action, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendantsdefendants or any action related to any Released Claim. 13.7. Subject to the foregoing, Norinchukin Credit Suisse will provide Bondholder Plaintiffs and the Bondholder Class the following cooperation. Nothing herein is intended to prevent the use in pre- trial, trial, or appellate proceedings in this Action of information and/or documents produced in discovery or through the cooperation provisions set forth below: (i) Counsel Inquiries: Norinchukin Credit Suisse’s Counsel will respond, if practical, to rea- sonable inquiries of Bondholder Plaintiffs’ Counsel about NorinchukinCredit Suisse’s pro- duction of transaction data or documents pursuant to its cooperation obliga- tions, to the extent such inquiries can be answered based on readily available information. (ii) Transactional Data: Other than as already produced to Bondholder Plain- tiffs, Xxxxxxxxxxx Credit Suisse agrees to provide to counsel for Bondholder Plaintiffs the information it has previously provided to other plaintiffs in the USD LIBOR MDL regarding identifying London interbank transactions within its previ- ously produced transaction data, if any, as well as within any such transac- tional transactional data Norinchukin Credit Suisse subsequently produces to any party in the USD LI- BOR LIBOR MDL. Norinchukin Credit Suisse shall produce information to the Bondholder Plain- tiffs Plaintiffs pursuant to this paragraph only to the extent such information is called for in (a) discovery discov- ery requests propounded in this Action, if production occurs while Norinchukin Credit Suisse is still a party to the Action, or (b) a valid third-party subpoena, of which subpoena NorinchukinCredit Suisse, through Norinchukin Credit Suisse Counsel, shall accept service, if production occurs after the Settlement Agreement becomes effective effec- tive and Norinchukin Credit Suisse is dismissed from the Action.

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against Norinchukin MUFG in this Action and the release of the Released Claims, subject sub- ject to any order from the Court, Norinchukin MUFG shall provide cooperation as set forth below. Except as set forth herein, such obligations Such obli- gations shall not commence until such time, if ever, that the United States Court of Appeals for the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims in this Ac- tionAction, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs Plain- tiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. NorinchukinMUFG’s cooperation obligations shall apply only to Re- leasing Releasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. NorinchukinMUFG’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. Norinchukin MUFG reserves all of its rights to vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on Norinchukin MUFG an obligation to produce or provide pro- vide any materials or information protected from disclosure by the work-product doctrine, the attorneyat- xxxxxx-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory regu- latory or examination privilege, obligations under applicable data privacy laws or regulations, obligations ob- ligations under applicable bank secrecy laws or regulations, and/or any other applicable privi- lege privilege or protection with respect to any documents, interviews, declarations and/or affidavits, depo- sitionsdepositions, testimony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between Xxxxxxxxxxx MUFG and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will attempt to resolve the dispute in good faith, and, if that fails, will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by Norinchukin MUFG pursuant to this provision (collec- tively collectively “Cooperation Materials”) shall be covered by the protective order in effect in the Bondholder ActionAc- tion, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendantsdefendants or any action related to any Released Claim. 13.7. Subject to the foregoing, Norinchukin MUFG will provide Bondholder Plaintiffs and the Bondholder Bond- holder Class the following cooperation. Nothing herein is intended to prevent the use in pre- pre-trial, trial, or appellate proceedings in this Action of information and/or documents produced in discovery discov- ery or through the cooperation provisions set forth below: (i) Counsel Inquiries: Norinchukin MUFG’s Counsel will respond, if practical, to rea- sonable reasonable follow up inquiries of Bondholder Plaintiffs’ Counsel about NorinchukinMUFG’s pro- duction produc- tion of transaction data or documents pursuant to its cooperation obliga- tionsobligations, to the extent such inquiries can be answered based on readily available informationinfor- mation. (ii) Transactional Data: Other than as already produced to Bondholder Plain- tiffs, Xxxxxxxxxxx MUFG agrees to provide to counsel for Bondholder Plaintiffs the information infor- mation it has previously provided to other plaintiffs in the USD LIBOR MDL regarding identifying London interbank transactions within its previ- ously previously produced transaction data, if any, as well as within any such transac- tional transactional data Norinchukin subsequently MUFG sub- sequently produces to any party in the USD LI- BOR LIBOR MDL. Norinchukin MUFG shall produce pro- duce information to the Bondholder Plain- tiffs Plaintiffs pursuant to this paragraph only to the extent such information is called for in (a) discovery requests propounded in this Action, if production occurs while Norinchukin MUFG is still a party to the Action, or (b) a valid third-party subpoena, of which subpoena NorinchukinMUFG, through Norinchukin Xxxxxxxx & Xxxxxxxx LLP (“MUFG’s Counsel”), shall accept ac- cept service, if production occurs after the Settlement Agreement becomes effective and Norinchukin MUFG is dismissed from the Action.