Common use of Right of Termination Clause in Contracts

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or the BC Court declines to dismiss the Ontario or BC ProceedingProceedings, as applicablewith prejudice and without costs, as against the Settling Releasees who are named as Defendants, or ; (c) the Quebec Court declines to declare Action is not fully settled out of court the Quebec Proceeding court, without costs and without reservation, as against the Settling Defendants; (cd) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm, and the Parties agree that the releases, bar orders, waiver or renunciation of solidarity and covenants not to xxx contemplated by this Settlement Agreement are all material terms; (de) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (ef) the Ontario or Quebec Court issues a settlement approval Parties acting reasonably do not reach agreement on the form and content of any order that is materially inconsistent with the terms of the required by this Settlement Agreement; including that , or the Ontario settlement approval order does not include agreed by the following language:Parties is approved by a Court in a materially modified form; (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fg) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (gh) a specified threshold of corporate opt-outs is reached (the "Opt-Out Threshold"), pursuant to a confidential side-letter agreement to this Settlement Agreement; or, (i) the Settlement Amount is not paid in accordance with section 3.1(1)Agreement otherwise fails to take effect for any reason; or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. Settling Defendants, Class Counsel, and the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.19, within thirty (30) days following an event the event(s) described above. (2) , save for in respect of the Opt-Out Threshold scenario contemplated in subsection 14.1(1)(h), in which case the right to terminate shall belong solely to the Settling Defendants. Except as provided for in section 6.3subsection 14.4, if the Settling Defendants Defendants, Class Counsel or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation civil, criminal or in any other way for any reasonadministrative action or proceeding. (32) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees Fees, or Document confidentiality the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants; (c) the Ontario Court declines to dismiss the Ontario Proceeding, or against the Settling Defendants; (d) the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (ce) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (df) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (eg) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; , including that the BC or Ontario settlement approval order does not include the following language: (1i) THIS COURT ORDERS that, upon the Effective Date, each member of the BC or Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, ; and (2ii) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in BC or Ontario by any member of the BC or Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.; (fh) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;; or (gi) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. , the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b), (c) and (d) above and only the Plaintiffs shall have the right to terminate under subsection (gi) above) by delivering a written notice pursuant to section 14.1713.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.35.3, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) Any order, ruling or determination made (or rejected) by any Court with respect to to (a) the opt-out process for class members; or (b) Class Counsel Fees or Document confidentiality Class Counsel Disbursements, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or the BC Court declines to dismiss the Ontario Proceedings against the Settling Defendants who are named as Defendants or BC Proceeding, as applicable, the Québec Action is not fully settled out of court as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Defendants who are named as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the releases, bar orders, waiver or renunciation of solidarity and covenants not to xxx contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval Parties acting reasonably do not reach agreement on the form and content of any order that is materially inconsistent with the terms of the required by this Settlement Agreement, or the order agreed by the Parties is approved by a Court in a materially modified form; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) . Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation litigation. (2) The Settling Defendants may also elect to terminate this Settlement Agreement in accordance with the terms of the Confidential Addendum, a copy of which will be provided by Class Counsel in a sealed envelope to the Ontario Court, BC Court and Québec Court at the Approval Hearings. If production or in any other way for any reasondisclosure of the Confidential Addendum is sought prior to the Effective Date, Class Counsel will take all reasonably necessary and appropriate steps to resist production or disclosure of the Addendum, including seeking a sealing order that prevents the Confidential Addendum from forming part of the public record. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario BC Court or the Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, applicable Proceeding for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Action against the Settling Defendants, or Defendants named in the BC Action; (c) the Ontario Court declines to dismiss the Ontario Action against the Settling Defendants named in the Ontario Action; (d) the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (ce) the Ontario BC or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (df) the Ontario BC or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fg) any orders approving this Settlement Agreement made by the Ontario BC or Quebec Courts do not become Final Orders;Orders or are issued in a materially modified form or are materially inconsistent with the terms of this Settlement Agreement; or (gh) the Settlement Amount is not paid in accordance with section Section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement, except only the Plaintiffs shall have the right to terminate this Settlement Agreement under Subsection (except that h) and only the Settling Defendants shall have the right to terminate this Settlement Agreement under subsection Subsections (b), (c) above and only the Plaintiffs shall have the (d). The right to terminate under subsection (g) above) shall be exercised by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the this Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingActions, as applicable, for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Actions as against the Settling Defendants, or ; (c) the Quebec Court declines to declare settled out of court the Quebec Proceeding Action as against the Settling DefendantsDefendant named in the Quebec Action; (cd) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders order approving this Settlement Agreement made by the Ontario Court or Quebec Courts do Court does not become a Final OrdersOrder; (g) the Settlement Amount Ontario Power Window Switches settlement approval order is not paid registered at the court registry in accordance with section 3.1(1)British Columbia under the Enforcement of Canadian Judgments and Decrees Act, the BC Court denies any application for an order registering the Ontario Power Window Switches settlement approval orders, or any order of the BC Court registering the Ontario Power Window Switches settlement approval order does not become a Final Order; or (h) the Ontario and/or Quebec Court does BC Action is not approve an opt-out procedure dismissed with prejudice against the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. Settling Defendants; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Ontario and Quebec Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Action against the Settling Defendants or other Releasees who are named as Defendants, ; (c) the Ontario Court declines to dismiss the Ontario Action against the Settling Defendants or other Releasees who are named as Defendants; (d) the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants or other Releasees who are named as Defendants; (ce) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (df) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fg) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;Orders or are issued in a materially modified form or are materially inconsistent with the terms of this Settlement Agreement; or (gh) the Settlement Amount is not paid in accordance with section Section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement, except only the Plaintiffs shall have the right to terminate this Settlement Agreement under Subsection (except that h) and only the Settling Defendants shall have the right to terminate this Settlement Agreement under subsection Subsections (b), (c) above and only the Plaintiffs shall have the (d). The right to terminate under subsection (g) above) shall be exercised by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the this Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; (b) the Distribution Protocol; or (c) documentary confidentiality; shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicableSettlement Classes, for settlement purposes only, as against the Settling Defendants or does so in a materially modified formcontemplated by this agreement; (b) the Ontario Court or the BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceedings against the Settling Defendants, Defendants or the Quebec Court declines to declare Québec Action is not fully settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the cooperation, releases, bar orders, waiver or renunciation of solidarity and covenants not to xxx contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues an order approving this Settlement Agreement in a settlement approval order form that is materially inconsistent with the terms of this Settlement Agreement or not substantially in the form attached to this Settlement AgreementAgreement as Schedules “E” or “F”; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to subsection 15.18 or move before the Courts to enforce the terms of this Settlement Agreement. (4) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees and Disbursements or Document confidentiality the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingActions, as applicable, for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Actions as against the Settling Defendants, or ; DocuSign Envelope ID: DEB15E8F-E938-4D46-965E-3A6296FE4589 (c) the Quebec Court declines to declare settled out of court the Quebec Proceeding Action as against the Settling Defendants; (cd) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders order approving this Settlement Agreement made by the Ontario Court or Quebec Courts do Court does not become a Final OrdersOrder; (g) the Settlement Amount is Ontario Air Conditioning Systems and Autolights settlement approval orders are not paid registered at the court registry in accordance with section 3.1(1)British Columbia under the Enforcement of Canadian Judgments and Decrees Act, the BC Court denies any application for an order registering the Ontario Air Conditioning Systems and Autolights settlement approval orders, or any order of the BC Court registering the Ontario Air Conditioning Systems and Autolights settlement approval orders do not become a Final Order; or (h) the Ontario and/or Quebec Court does BC Actions are not approve an opt-out procedure dismissed with prejudice against the same as or substantially similar to Settling Defendants named in the procedure set out in Section 5.1 of this Settlement Agreement. BC Actions; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Ontario and Quebec Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null DocuSign Envelope ID: DEB15E8F-E938-4D46-965E-3A6296FE4589 and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In The Class Plaintiffs and the event thatSettling Defendants shall, in their respective discretions, have the right to terminate the settlement set forth in this Settlement Agreement by providing written notice of their election to do so (“Termination Notice”) to all other Parties hereto within thirty (30) days of the date on which: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC any Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Proceedings against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with not substantially in the terms of the form attached to this Settlement AgreementAgreement as Schedule C; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders approving this Settlement Agreement made by the Ontario Court or the Quebec Courts Court do not become Final Orders;. (g2) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the The Settling Defendants shall each have the right to may terminate this Settlement Agreement in their sole discretion, acting reasonably, if Persons who have excluded themselves from the Proceeding by opting-out pursuant to prior settlements (except referred to in Section 5) would likely have been eligible to receive collectively, but for their exclusion, a material part of the distribution from the Settlement Amount. In the event that only the Settling Defendants shall have the right intend to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a exercise this termination right, they will provide written notice pursuant of that intention to section 14.17, Class Counsel within thirty (30) days following an event described receipt of the report referred to in Section 5.1(4) above. (23) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminateSettlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (34) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In The Plaintiffs and Class Counsel shall have the right to terminate this Settlement Agreement, in the event that: (a) the Ontario or Quebec any Court declines to certify or authorize a Settlement Class or the Ontario Settlement Class, and the Court’s order or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in judgment has become a materially modified formFinal Order; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material term or part hereof, and the Court’s order or judgment has become a Final Order; (dc) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form, subject to the provisions of this Settlement Agreement governing materiality, and the Court’s order or judgment has become a Final Order; (ed) the Ontario Domfoam Defendants do not make an application for creditor protection and/or insolvency relief in Canada and/or in the U.S., including but not limited to an application under the Companies’ Creditors Arrangement Act, the Bankruptcy and Insolvency Act, the U.S. Bankruptcy Code and/or related legislation in Canada or Quebec Court issues a settlement approval order that is materially inconsistent with the terms U.S., within thirty (30) days of the Settlement AgreementExecution Date; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders approving this Settlement Agreement made by the Ontario Court, the B.C. Court or the Quebec Courts Court do not become Final Orders. (2) The Domfoam Defendants and/or the Individual Settling Parties shall further have the right to terminate this Settlement Agreement in the event: (a) any Court declines to certify or authorize a Settlement Class or the Settlement Class, and the Court’s order or judgment has become a Final Order; (b) any Court declines to approve this Settlement Agreement or any material term or part hereof, and the Court’s order or judgment has become a Final Order; (c) any Court approves this Settlement Agreement in a materially modified form, subject to the provisions of this Settlement Agreement governing materiality, and the Court’s order or judgment has become a Final Order; (d) any orders approving this Settlement Agreement made by the Ontario Court, the B.C. Court or the Quebec Court do not become Final Orders; (e) the form and content of any of the Final Orders approved by the B.C. Court, the Ontario Court and the Quebec Court fails to comply with sections 2.4(2) and 2.4(3) of this Settlement Agreement; (f) the form and content of any of the Final Orders approved by the B.C. Court, the Ontario Court and the Quebec Court fails to comply with sections 7.1, 7.2, 7.3, 8.1 and 8.2 of this Settlement Agreement; or (g) the Settlement Amount Confidential Opt Out Threshold is not paid exceeded and the Domfoam Defendants and/or the Individual Settling Parties provide written notice of termination in accordance with section 3.1(1); or6.3(2) of this Settlement Agreement. (h3) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as To exercise a right of termination under section 14.1(1) or substantially similar 14.1(2), a terminating party shall deliver a written notice of termination pursuant to the procedure set out in Section 5.1 section 15.18 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate Upon delivery of such a written notice, this Settlement Agreement (shall be terminated and, except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.314.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement it shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in the Proceedings or any litigation or in any other way for any reasonlitigation. (34) Subject to section 14.1(5), any order, ruling or determination made by any Court that is not substantially in the form of its respective order annexed as Schedule “B1”, “B2” or “B3” shall be deemed to be a material modification of this Settlement Agreement and shall provide a basis for the Domfoam Defendants’ termination and/or the Individual Settling Parties’ termination of this Settlement Agreement, provided however that the Domfoam Defendants and/or the Individual Settling Parties may agree to waive this provision. (5) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality and/or Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement. (6) For greater certainty, the Plaintiffs, Class Counsel, the Domfoam Defendants, the Brayiannis Defendant and the Individual Settling Parties acknowledge and agree that they shall not rely on any future ruling or proceedings arising from or in connection with the pending appeals before the Supreme Court of Canada in respect of Sun-Rype Products Ltd. x. Xxxxxx Xxxxxxx Midland Company (Supreme Court of Canada File #34283) and Pro-Sys Consultants Ltd. v. Microsoft Corporation (Supreme Court of Canada File #34282) as a ground or basis for terminating this Settlement Agreement pursuant to sections 14.1(1) and 14.1(2) or otherwise at law.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Action for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (ec) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language:form attached to this Settlement Agreement as Schedule C; (1d) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do Court does not become a Final OrdersOrder; (e) the Ontario Court declines to dismiss the Ontario Action as against the Settling Defendants; (f) the Ontario order approving this Settlement Agreement is not registered in BC in accordance with the Enforcement of Canadian Judgments and Decrees Act, SBC 2003, ch 28 and the BC Court denies an application for an order registering the Ontario order approving this Settlement Agreement; (g) the Settlement Amount is not paid in accordance with section 3.1(1); orBC Court declines to discontinue the BC Action as against the Settling Defendants; (h) the Ontario and/or Xxxx Action is not dismissed as against the Settling Defendants named in the Xxxx Action; (i) the Hayward Action is not dismissed as against the Settling Defendants named in the Hayward Action; (j) the Xxxxxxx Action is not dismissed as against the Settling Defendants named in the Xxxxxxx Action; or (k) the Quebec Court does not approve an opt-out procedure declines to discontinue the same as or substantially similar application to authorize a class action against the procedure set out Settling Defendants named in Section 5.1 of this Settlement Agreement. the Xxxxxxxx Action; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection this Settlement Agreement pursuant to subsections (be) above and only the Plaintiffs shall have the right to terminate under subsection through (gk) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty sixty (3060) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within sixty (60) days after such non-payment, or move before the Ontario Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.. or (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. Orders the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.1712.16, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to section 12.16, within thirty (30) days after such non-payment, or move before the Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.34.3, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario Court or Quebec the BC Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, Action or the Quebec Ontario Court declines to declare settled out of court dismiss the Quebec Proceeding Ontario Action, all as against the Settling Defendants; (c) the Ontario Court or Quebec the BC Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario Court or Quebec the BC Court approves this Settlement Agreement in a materially modified form; (e) the Ontario Court or Quebec the BC Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders order approving this Settlement Agreement made by the Ontario Court or Quebec Courts do the BC Court does not become a Final OrdersOrder; (g) the Settlement Amount is not paid in accordance with section 3.1(1)Quebec Court declines to discontinue the Xxxxxxxx Action as against the Settling Defendants; or (h) the Ontario and/or Quebec BC Court does not approve an opt-out procedure declines to dismiss the same Xxxx Action as or substantially similar to against the procedure set out in Section 5.1 of this Settlement AgreementSettling Defendants. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section Section 14.17, within thirty (30) days following an event described above. (2) Except as provided for If the Settlement Amount is not paid in section 6.3accordance with Section 3.1(1), if the Plaintiffs shall have the right to either terminate this Settlement Agreement, by delivering a written notice to the Settling Defendants pursuant to Section 14.17 in which the Settling Defendants are provided with a fifteen (15) day period within which to cure such default, or move before the Plaintiffs exercise their right Courts to terminate, enforce the terms of this Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonAgreement. (3) Any order, ruling or determination made (or rejected) rejected by any the Ontario Court or the BC Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingActions, as applicable, for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Actions as against the Settling Defendants, or Defendants named in the Ontario Actions; (c) the Quebec Court declines to declare settled out of court the Quebec Proceeding Action as against the Settling DefendantsDefendants named in the Quebec Action; (cd) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario Court or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Ontario and Quebec Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingProceedings, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceeding against the Settling Defendants, Defendants or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;; or (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. 3.1, the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 12.18, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 4.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality Class Counsel Disbursements shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or BC any Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceedings against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Defendant and other Releasees named as against the Settling DefendantsDefendants and approve this Settlement Agreement; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form, subject to the terms of this Settlement Agreement governing materiality; (d) the Parties do not reach agreement on the form and content of any order or notice required by this Settlement Agreement, or the agreed upon order or notice is not approved by a Court; (e) the Ontario or Quebec any Court issues orders approving the Settlement Agreement in a settlement approval order that is materially inconsistent with modified form, subject to the terms of the this Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Agreement governing materiality; (f) any orders approving this Settlement Agreement made by the Ontario Court, the BC Court or the Quebec Courts Court do not become Final Orders;; or (g) a Termination Event occurrs that is set out in the confidential addendum to this Settlement Agreement; each of the Settling Defendant and the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.18, within thirty (30) days following the event described above. (2) If the Settlement Amount is not paid in accordance with section Section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only , the Plaintiffs shall have the right to either terminate under subsection (g) above) this Settlement Agreement, by delivering a written notice to the Settling Defendant pursuant to section 14.17Section 13.18 in which the Settling Defendant is provided with a fifteen (15) day period within which to cure such default, within thirty (30) days following an event described aboveor move before the Courts to enforce the terms of this Settlement Agreement. (23) Except as provided for in section 6.3Section 5.4, if the Settling Defendants Defendant or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (34) Any order, ruling or determination made (or rejected) by any Court with respect to to (a) Class Counsel Fees or Document confidentiality Counsel’s fees and disbursements, or (b) the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, relevant Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the BC Action against the Named Settling Defendants, the Ontario or BC Proceeding, as applicable, Court declines to dismiss the Ontario Actions as against the Named Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Named Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (ed) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec a Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 6.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. ‌ (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or the BC Court declines to dismiss the Ontario Proceedings against the Settling Defendants who are named as Defendants or BC Proceeding, as applicable, the Québec Action is not fully settled out of court as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Defendant who is named as against the Settling DefendantsDefendant; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the releases, bar orders, waiver or renunciation of solidarity and covenants not to sue contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues an order approving this Settlement Agreement in a settlement approval order form that is materially inconsistent with the terms of this Settlement Agreement or not substantially in the form attached to this Settlement AgreementAgreement as Schedule “C”; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) . Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation litigation. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to subsection 15.18 or in any other way for any reasonmove before the Courts to enforce the terms of this Settlement Agreement. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Actions for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Actions as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario thereof, or Quebec Court approves this Settlement Agreement in a materially modified form; (ed) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language:form attached to this Settlement Agreement as Schedule C; (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do Court does not become a Final OrdersOrder; (f) the Ontario Manual Steering Columns order described in Section 2.3 is not registered in British Columbia under the Enforcement of Canadian Judgments and Decrees Act, SBC 2003, c 29 and the BC Court denies any application for an order recognizing the Ontario order referred to in Section 2.3; or (g) the Settlement Amount BC Action is not paid in accordance with section 3.1(1)discontinued against the Settling Defendants; or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Ontario Court to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any the Ontario Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Action for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Quebec Court declines to amend the Settlement Class and Common Issue for the purposes of the Settlement Agreement; (c) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Action as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (cd) the Ontario order described in Section 2.3 is not registered in British Columbia under the Enforcement of Canadian Judgments and Decrees Act, SBC 2003, c 29; (e) the BC Action is not discontinued against the Settling Defendants; (f) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario thereof, or Quebec Court approves this Settlement Agreement in a materially modified form; (eg) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fh) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec a Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13 .17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingProceedings, as applicable, for settlement purposes as against the Settling Defendants Defendant or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceeding against the Settling Defendants, Defendant or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling DefendantsDefendant; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;; or (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. 3.1, the Plaintiffs and the Settling Defendants Defendant shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants Defendant shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 12.18, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Defendant or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality Class Counsel Disbursements shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement purposes as against the Settling Defendants or does so in a materially modified formDefendants; (b) the any Ontario Court or BC Court Courts declines to dismiss the Ontario or BC Proceeding, as applicable, as Actions against the Settling Defendants, Defendants or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (f) any orders approving this Settlement Agreement made by the Ontario Court, the BC Court or the Quebec Courts Court do not become Final OrdersOrders or are issued in a materially modified form; (f) the Confidential Opt-Out Threshold is met; or (g) any Court excludes Settlement Class Members who are resident or situated in any Canadian province from the effects of this Settlement Agreement; or (h) the Settlement Amount is not paid in accordance with section Section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that with respect to (f)and (g) in which case only the Settling Defendants shall have the right to terminate under subsection this Settlement agreement, and (b) above and h), in which case only the Plaintiffs shall have the right to terminate under subsection (g) abovethis Settlement Agreement) by delivering a written notice pursuant to section 14.17, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 7.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Fees; (b) the opt-out process; (c) the Distribution Protocol; or (d) documentary confidentiality; shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. ‌ (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or BC any Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceedings against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Defendant and other Releasees named as against the Settling DefendantsDefendants and approve this Settlement Agreement; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form, subject to the terms of this Settlement Agreement governing materiality; (d) the Parties do not reach agreement on the form and content of any order or notice required by this Settlement Agreement, or the agreed upon order or notice is not approved by a Court; (e) the Ontario or Quebec any Court issues orders approving the Settlement Agreement in a settlement approval order that is materially inconsistent with modified form, subject to the terms of the this Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Agreement governing materiality; (f) any orders approving this Settlement Agreement made by the Ontario Court, the BC Court or the Quebec Courts Court do not become Final Orders;; or (g) a Termination Event occurrs that is set out in the confidential addendum to this Settlement Agreement; each of the Settling Defendant and the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.18, within thirty (30) days following the event described above. (2) If the Settlement Amount is not paid in accordance with section Section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only , the Plaintiffs shall have the right to either terminate under subsection (g) above) this Settlement Agreement, by delivering a written notice to the Settling Defendant pursuant to section 14.17Section 13.18 in which the Settling Defendant is provided with a fifteen (15) day period within which to cure such default, within thirty (30) days following an event described aboveor move before the Courts to enforce the terms of this Settlement Agreement. (23) Except as provided for in section 6.3Section 5.4, if the Settling Defendants Defendant or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (34) Any order, ruling or determination made (or rejected) by any Court with respect to to (a) Class Counsel Fees or Document confidentiality Counsel’s fees and disbursements, or (b) the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize dismiss the Ontario or Quebec Proceeding, as applicable, for settlement purposes Action as against the Settling Defendants or does so in a materially modified formDefendants; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (dc) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified formform that is not agreed to by both the Representative Plaintiff and the Defendants; (d) the Ontario Court issues an order approving the Settlement Agreement in a materially modified form that is not agreed to by both the Representative Plaintiff and the Defendants; (e) the Ontario or Quebec Court issues a settlement approval any order that is materially inconsistent with the terms of the Settlement Agreement; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do Court does not become a Final OrdersOntario Order; (f) the Alberta Action is not dismissed by a judge; (g) the Quebec Court does not issue an order enforcing the Ontario Settlement Amount is not paid Order in accordance with section 3.1(1); orQuebec or an order authorizing the Quebec Action, approving this Settlement Agreement and dismissing the Quebec Action; (h) any order made by the Ontario and/or Quebec Court does not approve an opt-out procedure become a Final Quebec Order; and/or (i) the same as or substantially similar to Opt Out Threshold is exceeded; each of the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs Defendants and the Settling Defendants Representative Plaintiff shall each have the right to terminate this Settlement Agreement (except that with respect to (i), in which case only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) abovethis Settlement Agreement) by delivering a written notice pursuant to section 14.17, Section 13.16(1) within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 7.4(1), if the Settling Defendants or the Plaintiffs Representative Plaintiff exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) Any order, ruling or determination made (or rejected) by any the Ontario Court with respect to Class Counsel Fees or Document confidentiality shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, relevant Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (ec) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language:form attached to this Settlement Agreement as Schedule C; (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fd) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (e) the Ontario Court declines to dismiss the Ontario Steel Tubes Action or the Ontario Fuel Injection Systems Action as against the Named Settling Defendants; (f) the BC Court declines to dismiss the BC Action as against the Named Settling Defendants; (g) the Settlement Amount Xxxx Action is not paid in accordance with section 3.1(1); ordismissed as against the Settling Defendants; (h) the Ontario and/or Hayward Action is not dismissed as against the Settling Defendants; (i) the Xxxxxxx Action is not dismissed as against the Settling Defendants; (j) the Quebec Court does not approve an opt-declines to declare settled out procedure of court the same Quebec Action as or substantially similar against the Named Settling Defendants; and/or (k) the Quebec Court declines to discontinue the procedure set out application to authorize a class action against Maruyasu Industries Co., Ltd. in Section 5.1 of this Settlement Agreement. the Xxxxxxxx Action; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection this Settlement Agreement pursuant to subsections (be) above and only the Plaintiffs shall have the right to terminate under subsection through (gk) above) by delivering a written notice pursuant to section 14.17Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 6.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicableSettlement Classes, for settlement purposes only, as against the Settling Defendants or does so in a materially modified formcontemplated by this agreement; (b) the Ontario Court or the BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceedings against the Settling Defendants, Defendants or the Quebec Court declines to declare Québec Action is not fully settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the cooperation, releases, bar orders, waiver or renunciation of solidarity and covenants not to sue contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues an order approving this Settlement Agreement in a settlement approval order form that is materially inconsistent with the terms of this Settlement Agreement or not substantially in the form attached to this Settlement AgreementAgreement as Schedules “E” or “F”; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to subsection 15.18 or move before the Courts to enforce the terms of this Settlement Agreement. (4) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees and Disbursements or Document confidentiality the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or BC any Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Proceedings against the Settling Defendants; (c) the Ontario or Quebec Defendants and any Court declines to approve this Settlement Agreement or any material part hereof; (dc) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (ed) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language:form attached to this Settlement Agreement as Schedule C; (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders approving this Settlement Agreement made by the Ontario Court, the BC Court or the Quebec Courts Court do not become Final Orders; (f) before the Effective Date, the Ontario Action is stayed in a province or territory other than Quebec or British Columbia, including being stayed in favour of any other action; (g) the Settlement Amount Confidential Opt-Out Threshold is not paid in accordance with section 3.1(1)reached; or (h) any Court declines to grant the Ontario and/or Quebec Court does not approve an opt-out procedure the same as Protective Orders or substantially similar to the procedure set out approves them in Section 5.1 of this Settlement Agreementa materially modified form. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall will have the right to terminate under subsection Sections 6.1(1)(b), (b) above and only the Plaintiffs shall have the right to terminate under subsection f), (g), (h) above) by delivering a written notice pursuant to section 14.17Section 14.18, within thirty (30) 30 days following an event described above. (2) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (3) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) the opt-out process; (b) Class Counsel Fees or Document Class Counsel Disbursements, or (c) documentary confidentiality as provided in Section 4.2(2) above, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. ‌ (1) In The Plaintiffs and the event thatSettling Defendants shall, in their respective discretions, have the right to terminate the settlement set forth in this Settlement Agreement by providing written notice of their election to do so (“Termination Notice”) to all other Parties hereto within thirty (30) days of the date on which: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC any Court declines to dismiss the Ontario or BC Proceeding, as applicable, as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Proceedings against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with not substantially in the terms of the form attached to this Settlement AgreementAgreement as Schedule C; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders approving this Settlement Agreement made by the Ontario Court or the Quebec Courts Court do not become Final Orders;. (g2) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the The Settling Defendants shall each have the right to may terminate this Settlement Agreement in their sole discretion, acting reasonably, if Persons who have excluded themselves from the Proceeding by opting-out pursuant to prior settlements (except referred to in Section 5) would likely have been eligible to receive collectively, but for their exclusion, a material part of the distribution from the Settlement Amount. In the event that only the Settling Defendants shall have the right intend to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a exercise this termination right, they will provide written notice pursuant of that intention to section 14.17, Class Counsel within thirty (30) days following an event described receipt of the report referred to in Section 5.1(4) above. (23) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminateSettlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reasonlitigation. (34) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or the BC Court declines to dismiss the Ontario Proceedings against the Settling Defendants who are named as Defendants or BC Proceeding, as applicable, the Québec Action is not fully settled out of court as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding Defendants who are named as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the releases, bar orders, waiver or renunciation of solidarity and covenants not to sue contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval Parties acting reasonably do not reach agreement on the form and content of any order that is materially inconsistent with the terms of the required by this Settlement Agreement, or the order agreed by the Parties is approved by a Court in a materially modified form; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) . Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation litigation. (2) The Settling Defendants may also elect to terminate this Settlement Agreement in accordance with the terms of the Confidential Addendum, a copy of which will be provided by Class Counsel in a sealed envelope to the Ontario Court, BC Court and Québec Court at the Approval Hearings. If production or in any other way for any reasondisclosure of the Confidential Addendum is sought prior to the Effective Date, Class Counsel will take all reasonably necessary and appropriate steps to resist production or disclosure of the Addendum, including seeking a sealing order that prevents the Confidential Addendum from forming part of the public record. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Action for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Quebec Court declines to amend the Settlement Class and Common Issue for the purposes of the Settlement Agreement; (c) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Action as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (cd) the Ontario order described in Section 2.3 is not registered in British Columbia under the Enforcement of Canadian Judgments and Decrees Act, SBC 2003, c 29; (e) the BC Action is not discontinued against the Settling Defendants; (f) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario thereof, or Quebec Court approves this Settlement Agreement in a materially modified form; (eg) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fh) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec a Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the BC Court or Ontario Court declines to certify, or the Quebec Court declines to certify or authorize authorize, the Ontario or Quebec Proceeding, Proceedings as applicable, class proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Action against the Settling Defendants, or ; (c) the Ontario Court declines to dismiss the Ontario Action against the Settling Defendants; (d) the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (ce) the Ontario or Quebec any Court declines to approve this any of the Canadian Settlement Agreement Agreements or any material part hereof; (d) of such settlement agreement, or approves any of the Ontario or Quebec Court approves this Canadian Settlement Agreement Agreements in a materially modified form; (ef) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fg) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section Section 14.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice to Counsel for the Settling Defendants pursuant to Section 14.17, within thirty (30) days after such non-payment. (3) Except as provided for in section 6.3Section 5.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, relevant Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or declines to dismiss the Ontario Actions as against the Named Settling Defendants, the BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, Actions as against the Named Settling Defendants, or and/or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Actions against the Named Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule D; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 15.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 15.17. (3) Except as provided for in section 6.3Section 6.4, if the Settling Defendants or the Plaintiffs exercise their right to terminateSettlement Agreement is terminated, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize any of the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the BC Action against the Settling Defendants, the Ontario or BC Proceeding, as applicable, Court declines to dismiss the Ontario Action as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario part, or Quebec Court approves this Settlement Agreement in a materially modified form; (ed) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec a Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 4.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against the Settling Defendants or does so in a materially modified formSettlement Class; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Action against the Settling Defendants, Defendants or the Quebec Court declines to declare Québec Action is not fully settled out of court the Quebec Proceeding as against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm thereof, and the Parties agree that the releases, bar orders, waiver or renunciation of solidarity and covenants not to xxx contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec any Court issues an order approving this Settlement Agreement in a settlement approval order form that is materially inconsistent with the terms of this Settlement Agreement or not substantially in the form attached to this Settlement AgreementAgreement as Schedule “C”; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or (f) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. the Plaintiffs and the Settling Defendants and the Plaintiffs shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 15.18, within thirty (30) days following an the event described above. (2) . Except as provided for in section 6.3subsection 14.4, if the Settling Defendants or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation litigation. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to subsection 15.18 or in any other way for any reasonmove before the Courts to enforce the terms of this Settlement Agreement. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees or Document confidentiality the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In Subject to Section 12.1(4), in the event that: (a) the BC Court or the Ontario Court declines to certify the BC Settlement Class or Ontario Settlement Class, or that the Quebec Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, for settlement purposes as against Action on behalf of the Settling Defendants or does so in a materially modified formQuebec Settlement Class; (b) the Ontario BC Court or BC the Ontario Court declines to dismiss the BC Action or Ontario or BC ProceedingAction, as applicablewith prejudice and without costs, as against the Settling Defendants, Defendants or the Quebec Court declines to declare Action is not fully settled out of court the Quebec Proceeding as against the Settling Defendantscourt, without costs and without reservation; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereofterm, and the Parties agree that, without limiting the foregoing, the releases, bar orders, waiver or renunciation of solidarity and covenants not to sue contemplated by this Settlement Agreement are all material terms; (d) the Ontario or Quebec any Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval Parties acting reasonably do not reach agreement on the form and content of any order that is materially inconsistent with the terms of the required by this Settlement Agreement, or the order agreed to by the Parties is approved by a Court in a materially modified form; including that the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.or, (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) ; the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. Settling Defendants, Class Counsel, and the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17subsection 13.18, within thirty (30) days following an event the event(s) described above. (2) . Except as provided for in section 6.3subsection 12.4, if the Settling Defendants Defendants, Class Counsel or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation civil, criminal or in any other way for any reasonadministrative action or proceeding. (32) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees Fees, or Document confidentiality the Distribution Protocol, shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement. (3) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 13.18, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (4) Nothing in this section shall limit the Plaintiffs’ or Class Counsel’s rights under section 3.3.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec Court declines to certify or authorize the Ontario or Quebec ProceedingProceedings, as applicable, for settlement purposes as against the Settling Defendants Defendant or does so in a materially modified form; (b) the Ontario Court or BC Court declines to dismiss the Ontario or BC Proceeding, as applicable, as Proceeding against the Settling Defendants, Defendant or the Quebec Court declines to declare settled out of court the Quebec Proceeding as against the Settling DefendantsDefendant; (c) the Ontario or Quebec Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario or Quebec Court approves this Settlement Agreement in a materially modified form; (e) the Ontario or Quebec Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement Agreement; including that Agreement or not substantially in the Ontario settlement approval order does not include the following language: (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario form attached to this Settlement Class shall be deemed to have consented to the dismissal Agreement as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice.Schedule C; (f) any orders approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders;; or (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. 3.1, the Plaintiffs and the Settling Defendants Defendant shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants Defendant shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section 14.17Section 13.18, within thirty (30) days following an event described above. (2) Except as provided for in section 6.3Section 5.4, if the Settling Defendants Defendant or the Plaintiffs exercise their right to terminate, the Settlement Agreement shall be null and void and have no further force or effect, shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (3) Any order, ruling or determination made (or rejected) by any Court with respect to Class Counsel Fees Fees, Class Counsel Disbursements, or Document confidentiality a protective order shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.

Right of Termination. (1) In the event that: (a) the Ontario or Quebec any Court declines to certify or authorize the Ontario or Quebec Proceeding, as applicable, Proceedings for settlement the purposes as against of the Settling Defendants or does so in a materially modified formSettlement Agreement; (b) the Ontario Court or BC Court declines to dismiss the BC Action against the Settling Defendants, the Ontario or BC Proceeding, as applicable, Court declines to dismiss the Ontario Actions as against the Settling Defendants, or the Quebec Court declines to declare settled out of court the Quebec Proceeding as Action against the Settling Defendants; (c) the Ontario or Quebec any Court declines to approve this Settlement Agreement or any material part hereof; (d) the Ontario thereof, or Quebec Court approves this Settlement Agreement in a materially modified form; (ed) the Ontario or Quebec any Court issues a settlement approval order that is materially inconsistent with the terms of the Settlement AgreementAgreement or not substantially in the form attached to this Settlement Agreement as Schedule C; including that the Ontario settlement approval order does not include the following language:or (1) THIS COURT ORDERS that, upon the Effective Date, each member of the Ontario Settlement Class shall be deemed to have consented to the dismissal as against the Releasees of any Other Actions he, she or it has commenced, without costs and with prejudice, and (2) THIS COURT ORDERS that, upon the Effective Date, each Other Action commenced in Ontario by any member of the Ontario Settlement Class shall be and is hereby dismissed against the Releasees, without costs and with prejudice. (fe) any orders order approving this Settlement Agreement made by the Ontario or Quebec Courts do not become Final Orders; (g) the Settlement Amount is not paid in accordance with section 3.1(1); or (h) the Ontario and/or Quebec a Court does not approve an opt-out procedure the same as or substantially similar to the procedure set out in Section 5.1 of this Settlement Agreement. become a Final Order; the Plaintiffs and the Settling Defendants shall each have the right to terminate this Settlement Agreement (except that only the Settling Defendants shall have the right to terminate under subsection (b) above and only the Plaintiffs shall have the right to terminate under subsection (g) above) by delivering a written notice pursuant to section Section 14.17, within thirty (30) days following an event described above. (2) In addition, if the Settlement Amount is not paid in accordance with Section 3.1(1), the Plaintiffs shall have the right to terminate this Settlement Agreement by delivering a written notice pursuant to Section 14.17, within thirty (30) days after such non-payment, or move before the Courts to enforce the terms of this Settlement Agreement. (3) Except as provided for in section 6.3Section 5.4, if the Settling Defendants Settlement Agreement is not approved, is terminated, or the Plaintiffs exercise their right otherwise fails to terminatetake effect for any reason, the Settlement Agreement shall be null and void and have no further force or effect, and shall not be binding on the Parties, and shall not be used as evidence or otherwise in any litigation or in any other way for any reason. (34) Any order, ruling or determination made (or rejected) rejected by any Court with respect to to: (a) Class Counsel Fees or Document confidentiality Class Counsel Disbursements; or (b) the Distribution Protocol shall not be deemed to be a material modification of all, or a part, of this Settlement Agreement and shall not provide any basis for the termination of this Settlement Agreement.