Common use of Non-Monetary Consideration Clause in Contracts

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against RBS in this Action and the release of the Released Claims, subject to any order from the Court, RBS shall provide cooperation as set forth below. Except as set forth herein, such obligations shall not commence until such time, if ever, that the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the pros- ecution of their claims in this Action, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. RBS’s cooperation obligations shall apply only to Releasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. RBS’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. RBS reserves all of its rights to vig- orously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on RBS an obligation to produce or provide any materials or information protected from disclosure by the work-product doctrine, the attorney- client privilege, the common interest privilege, the joint defense privilege, the bank regulatory or examination privilege, obligations under applicable data privacy laws or regulations, obligations under applicable bank secrecy laws or regulations, and/or any other applicable privilege or protec- tion with respect to any documents, interviews, declarations and/or affidavits, depositions, testi- mony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between RBS and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by RBS pursuant to this provision (collectively “Co- operation Materials”) shall be covered by the protective order in effect in the Bondholder Action, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendants or any action related to any Released Claim. 13.7. Subject to the foregoing, RBS will provide Bondholder Plaintiffs and the Bond- holder Class the following cooperation. Nothing herein is intended to prevent the use in pre-trial, trial, or appellate proceedings in this Action of information and/or documents produced in discov- ery or through the cooperation provisions set forth below: (i) Proffer: Within thirty days after execution of the Term Sheet, RBS’s Counsel will meet with Bondholder Plaintiffs’ Counsel at a mutually agreeable time and place to provide an oral proffer, to the extent such information is reasonably known to RBS, with respect to the identification of all individuals who were identified by code name in the papers released by the governmental bodies pertaining to conduct with respect to U.S. Dollar LIBOR. RBS’s Counsel will respond to reasonable inquiries of Bondholder Plaintiffs’ Counsel related to the Proffer.

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

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

Non-Monetary Consideration. 13.1. In consideration for the dismissal of the Bondholder Plaintiffs’ and the Bondholder Class Members’ claims against RBS MUFG in this Action and the release of the Released Claims, subject sub- ject to any order from the Court, RBS MUFG shall provide cooperation as set forth below. Except as set forth herein, such obligations Such obli- gations shall not commence until such time, if ever, that the Second Circuit rules, in substance, that the Bondholder Plaintiffs have antitrust standing and can proceed with the pros- ecution prosecution of their claims in this Action, and such ruling has been finally affirmed on appeal or no appeal has been taken and the time for appeal has expired, or the District Court, in response to a remand order in which the Second Circuit does not decide the issue, rules, in substance, that the Bondholder Plaintiffs Plain- tiffs have antitrust standing and can proceed with the prosecution of their claims. 13.2. All cooperation shall be coordinated in such a manner so that all unnecessary du- plication and expense is avoided. RBSMUFG’s cooperation obligations shall apply only to Releasing Parties who act by or through Bondholder Plaintiffs’ Counsel pursuant to this Agreement. RBSMUFG’s cooperation obligations shall in all events be limited to facts and events involving U.S. Dollar LIBOR and shall not extend to other financial benchmarks. RBS MUFG reserves all of its rights to vig- orously vigorously defend itself against any claims asserted by other plaintiffs involving U.S. Dollar LIBOR, or any other allegations. 13.3. Nothing in this Agreement shall impose on RBS MUFG an obligation to produce or provide pro- vide any materials or information protected from disclosure by the work-product doctrine, the attorney- client at- ▇▇▇▇▇▇-client privilege, the common interest privilege, the joint defense privilege, the bank regulatory regu- latory or examination privilege, obligations under applicable data privacy laws or regulations, obligations ob- ligations under applicable bank secrecy laws or regulations, and/or any other applicable privilege or protec- tion protection with respect to any documents, interviews, declarations and/or affidavits, depositions, testi- monytestimony, material, and/or information requested under the Settlement Agreement. In the event of a disagreement between RBS MUFG and Bondholder Plaintiffs’ Counsel regarding a claim of any privilege or protection, the Parties will seek resolution of such disputes by the Court. 13.4. Any documents, declarations, affidavits, deposition testimony, and information (in- cluding in connection with proffers) provided by RBS MUFG pursuant to this provision (collectively “Co- operation Cooperation Materials”) shall be covered by the protective order in effect in the Bondholder ActionAc- tion, or, if no protective order is in effect, shall be maintained as confidential. 13.5. None of the cooperation provisions are intended to, nor do they, waive any appli- cable privilege or protection. 13.6. Cooperation Materials may only be utilized by Bondholder Plaintiffs or Bondholder Plaintiffs’ Counsel for the prosecution of the Bondholder Action, including the settlement of the Bondholder Action with any other defendant or defendants or any action related to any Released Claim. 13.7. Subject to the foregoing, RBS MUFG will provide Bondholder Plaintiffs and the Bond- holder Class the following cooperation. Nothing herein is intended to prevent the use in pre-trial, trial, or appellate proceedings in this Action of information and/or documents produced in discov- ery or through the cooperation provisions set forth below: (i) ProfferCounsel Inquiries: Within thirty days after execution of the Term Sheet, RBSMUFG’s Counsel will meet with respond, if practical, to reasonable follow up inquiries of Bondholder Plaintiffs’ Counsel at a mutually agreeable time and place about MUFG’s produc- tion of transaction data or documents pursuant to its cooperation obligations, to the extent such inquiries can be answered based on readily available infor- mation. (ii) Transactional Data: Other than as already produced to Bondholder Plain- tiffs, MUFG agrees to provide an oral profferto counsel for Bondholder Plaintiffs the infor- mation it has previously provided to other plaintiffs in the USD LIBOR MDL regarding identifying London interbank transactions within its previously produced transaction data, as well as any such transactional data MUFG sub- sequently produces to any party in the USD LIBOR MDL. MUFG shall pro- duce information to the Bondholder Plaintiffs pursuant to this paragraph only to the extent such information is reasonably known to RBScalled for in (a) discovery requests propounded in this Action, with respect if production occurs while MUFG is still a party to the identification Action, or (b) a valid third-party subpoena, of all individuals who were identified by code name in which subpoena MUFG, through ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“MUFG’s Counsel”), shall ac- cept service, if production occurs after the papers released by Settlement Agreement becomes effective and MUFG is dismissed from the governmental bodies pertaining to conduct with respect to U.S. Dollar LIBOR. RBS’s Counsel will respond to reasonable inquiries of Bondholder Plaintiffs’ Counsel related to the ProfferAction.