Common use of TERMINATION OF THE SETTLEMENT Clause in Contracts

TERMINATION OF THE SETTLEMENT. (a) Class Plaintiffs, through OTC Plaintiffs’ Counsel, and Barclays, through Barclays’ Counsel, shall, in each of their separate discretions, have the right to terminate the settlement set forth in this 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 any of the following occur: (i) The Court enters an order declining to enter the Preliminary Approval Order in any material respect; (ii) The Court enters an order refusing to approve this Agreement or any material part of it; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; (iv) The Court enters an Alternative Judgment; (v) The Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect; or (vi) An Alternative Judgment is modified or reversed by a court of appeal or any higher court in any material respect. (b) Notwithstanding this paragraph, the Court’s determination as to the Fee and Expense Application or any Plan of Distribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or settlement. (c) Except as otherwise provided herein, in the event the settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Action as of the Execution Date, and, except as otherwise expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of Barclays, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a) hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not to exceed $500,000 without the prior approval of the Court) shall be returned to Barclays within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to Barclays. (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class would likely have been eligible to receive collectively (but for their exclusion) a material part of the potential distributions from the Settlement Fund. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the Class. (e) Neither Barclays nor Barclays’ Counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Class.

TERMINATION OF THE SETTLEMENT. (a) Class 10.1. Bondholder Plaintiffs, through OTC Bondholder Plaintiffs’ Counsel, and BarclaysMUFG, through Barclays’ MUFG’s Counsel, shall, in each of their separate discretions, have the right to terminate the settlement set forth in this Agreement Settlement 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 any of the following occuroccurs: (i) The the Court enters an order declining to enter the Preliminary Approval Order in any material respectrespect adverse to the terminating Party; (ii) The the Court enters an order refusing to approve this Agreement or any material part of itit adverse to the terminating Party; (iii) The the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respectrespect adverse to the terminating Party; (iv) The the Court enters an Alternative JudgmentJudgment adverse to the terminating Party; (v) The Final the Judgment and Order of Dismissal is vacated, modified or reversed by a court of appeal or any higher court in any material respectrespect adverse to the terminating Party; or (vi) An an Alternative Judgment is vacated, modified or reversed by a court of appeal ap- peal or any higher court in any material respectrespect adverse to the terminating Party. Should an adversely affected Party terminate the Settlement, the Parties will be returned to the status quo as it existed before the execution date of this Settlement Agreement, with all of their respective legal claims and defenses preserved as they existed on that date, including without lim- itation any objection or defense based on a lack of personal jurisdiction. 10.2. Bondholder Plaintiffs shall provide a list of those Persons, if any, who have filed a request to be excluded from the Settlement Class (b“Requests for Exclusion”), together with all such Requests for Exclusion, to MUFG within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. MUFG has the right to terminate the Settlement Agreement if the Persons submitting Requests for Exclusion would have been eligible to receive a material portion of the potential distribution from the Settlement Fund. If MUFG decides that it wishes to exercise this right, the Settling Parties shall meet and confer in good faith. 10.3. Notwithstanding this paragraphparagraph 10, the Court’s determination as to the Fee and Expense Ex- pense Application or any Plan of DistributionDistribution Plan, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or Settlement. Without limiting the foregoing, MUFG shall have, in its sole and absolute discretion, the option to terminate the Settle- ment in its entirety in the event that the Judgment, upon becoming Final, does not provide for the dismissal with prejudice of the Action as to MUFG and a full discharge of the Released Claims as to the Released MUFG Parties, and a bar order precluding claims by any Person against the Re- leased MUFG Parties for contribution or indemnification (however denominated) for all or a por- tion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise. (c) 10.4. Except as otherwise provided herein, in the event the settlement Settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Bondholder Action as of the Execution Dateexecution date of this Settlement Agreement, with all of their respec- tive legal claims and defenses preserved as they existed on that date, including without limitation, any objection or defense based on a lack of personal jurisdiction, and, except as otherwise expressly ex- pressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related re- lated orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of BarclaysMUFG, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a) paragraph 6.2 hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not subject to exceed $500,000 without the prior approval provision of the Courtparagraph 7.4 above) shall be returned re- turned to Barclays MUFG within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ MUFG’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Settle- ment Fund and pay the proceeds to BarclaysMUFG. Any costs associated with obtaining such refund shall be borne solely by MUFG. Neither the existence nor the terms of this Agreement (nor any nego- tiations preceding this Agreement nor any acts performed pursuant to, or in furtherance of, this Agreement) shall be used in the Bondholder Action or any other lawsuit, arbitration or other pro- ceeding for any purpose (other than to enforce the terms remaining in effect). (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class would likely have been eligible to receive collectively (but for their exclusion) a material part of the potential distributions from the Settlement Fund10.5. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the Class. (e) Neither Barclays MUFG nor Barclays’ MUFG’s Counsel shall directly, or indirectly, solicit or encourage encour- age any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. (a) Class 10.1. Bondholder Plaintiffs, through OTC Bondholder Plaintiffs’ Counsel, and BarclaysCredit Suisse, through Barclays’ Credit Suisse’s Counsel, shall, in each of their separate discretions, have the right to terminate ter- minate the settlement set forth in this Agreement Settlement 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 any of the following occuroccurs: (i) The the Court enters an order declining to enter the Preliminary Approval Order in any material respectrespect adverse to the terminating Party; (ii) The the Court enters an order refusing to approve this Agreement or any material part of itit adverse to the terminating Party; (iii) The the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respectrespect adverse to the terminating Party; (iv) The the Court enters an Alternative JudgmentJudgment adverse to the terminating Party; (v) The Final the Judgment and Order of Dismissal is vacated, modified or reversed by a court of appeal or any higher court in any material respectrespect adverse to the terminating Party; or (vi) An an Alternative Judgment is vacated, modified or reversed by a court of appeal ap- peal or any higher court in any material respectrespect adverse to the terminating Party. Should an adversely affected Party terminate the Settlement, the Parties will be returned to the status quo as it existed before the execution date of this Settlement Agreement, with all of their respective legal claims and defenses preserved as they existed on that date, including without lim- itation any objection or defense based on a lack of personal jurisdiction or venue. 10.2. Bondholder Plaintiffs shall provide a list of those Persons, if any, who have filed a request to be excluded from the Settlement Class (b“Requests for Exclusion”), together with all such Requests for Exclusion, to Credit Suisse within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. Credit Suisse has the right to terminate the Settlement Agreement if the Persons submitting Requests for Exclusion would have been eligible to receive a material portion of the potential distribution from the Settlement Fund (the “Material- ity Threshold”). The Parties will meet and confer in good faith to determine whether the Material- ity Threshold is met. 10.3. Notwithstanding this paragraphparagraph 10, the Court’s determination as to the Fee and Expense Ex- pense Application or any Plan of DistributionDistribution Plan, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or settlementSettlement. Without limiting the foregoing, Credit Suisse shall have, in its sole and absolute discretion, the option to terminate the Settlement in its entirety in the event that the Judgment, upon becoming Final, does not provide for the dismissal with prejudice of the Action as to Credit Suisse and a full discharge of the Re- leased Claims as to the Released Credit Suisse Parties, and a bar order precluding claims by any Person against the Released Credit Suisse Parties for contribution or indemnification (however denominated) for all or a portion of any amounts paid or awarded in the Action by way of settle- ment, judgment, or otherwise. (c) 10.4. Except as otherwise provided herein, in the event the settlement Settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Bondholder Action as of the Execution Dateexecution date of this Settlement Agreement, with all of their respec- tive legal claims and defenses preserved as they existed on that date, including without limitation, any objection or defense based on a lack of personal jurisdiction or venue, and, except as otherwise expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of BarclaysCredit Suisse, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a) paragraph 6.2 hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not subject to exceed $500,000 without the prior approval provision of the Courtparagraph 7.4 above) shall be returned to Barclays Credit Suisse within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ Credit Suisse’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to BarclaysCredit Suisse. Any costs associated with obtaining such refund shall be borne solely by Credit Suisse. Neither the existence nor the terms of this Agreement (nor any negotiations preceding this Agreement nor any acts performed pursuant to, or in furtherance of, this Agreement) shall be used in the Bondholder Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in ef- fect). (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class would likely have been eligible to receive collectively (but for their exclusion) a material part of the potential distributions from the Settlement Fund10.5. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the Class. (e) Neither Barclays Credit Suisse nor Barclays’ Credit Suisse’s Counsel shall directly, or indirectly, solicit so- licit or encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. (a) Class Plaintiffs, through OTC Plaintiffs’ Counsel, and Barclays, through Barclays’ Counsel, shall, in each of their separate discretions, have 7.1. This Settlement is contingent upon Court approval. If the right Court fails to terminate the settlement set forth in this Agreement by providing written notice of their election to do so (“Termination Notice”) to all other Parties hereto within thirty (30) days grant final approval of the date on which any of the following occur: (i) The Court enters an order declining to enter the Preliminary Approval Order Settlement in any material respect; (ii) The Court enters an order refusing , the Settlement will be subject to approve this Agreement or termination by any material part of it; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect; (iv) The Court enters an Alternative Judgment; (v) The Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect; or (vi) An Alternative Judgment is modified or reversed by a court of appeal or any higher court in any material respect. (b) Party. Notwithstanding this paragraph, the Court’s determination as to the Fee Attorneys’ Fees and Expense Costs Application or and/or any Plan plan of Distributiondistribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or settlement.from (c) 7.2. Except as otherwise provided herein, in the event the settlement Settlement Agreement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Settlement Agreement shall be deemed to have reverted to their respective status in the OTC Action as of June 30, 2023. ▇▇▇▇ retains all rights regarding any defenses on the Execution Datestatute of limitations that it had as of June 30, and2023. Further, except the Parties agree that BANA reserves and preserves all of its defenses and claims related to the Action, including the First Amended Complaint, and the Barokas Action, which it may assert if this Settlement Agreement is terminated, and that BANA shall have sixty (60) days from the date of termination of the Settlement Agreement to file its response to the First Amended Complaint. Further, in such circumstances, the Parties shall thereafter work together to arrive at a mutually agreeable schedule for resuming the Action and the Barokas Action. 7.3. Except as otherwise expressly provided herein, in the event the Settlement Agreement is terminated in accordance herewith, is vacated, nor approved, or the Effective Date fails to occur for any reason, the Parties shall proceed in all respects as if this Settlement Agreement and any related orders had not been entered, and any portion of the Settlement Fund Amount previously paid by or on behalf of BarclaysBANA, together with any interest earned thereon (and, if applicable, repayment re-payment of any Fee Attorneys’ Fees and Expense Award referred to in Paragraph 9(a) hereof), less any Taxes dueCosts Award, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not to exceed $500,000 without the prior approval of the Court) shall be returned to Barclays BANA within ten (10) business days from the date of the Termination Noticeevent causing such termination. At the request of Barclays’ Counsel, the Escrow Agent shall apply for The Parties further agree that any tax refund owed on the Settlement Fund and pay the proceeds to Barclays. (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines Administration Costs that all Persons that excluded themselves from the OTC Class would likely have been eligible paid prior to receive collectively (but for their exclusion) a material part of termination shall be split evenly between the potential distributions from the Settlement Fund. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the ClassParties. (e) Neither Barclays nor Barclays’ Counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Class.

TERMINATION OF THE SETTLEMENT. (a) Class 10.1. Bondholder Plaintiffs, through OTC Bondholder Plaintiffs’ Counsel, and BarclaysNorinchukin, through Barclays’ Norinchukin Counsel, shall, in each of their separate discretions, have the right to terminate termi- nate the settlement set forth in this Agreement Settlement 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 any of the following occuroccurs: (i) The the Court enters an order declining to enter the Preliminary Approval Order in any material respectrespect adverse to the terminating Party; (ii) The the Court enters an order refusing to approve this Agreement or any material part of itit adverse to the terminating Party; (iii) The the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respectrespect adverse to the terminating Party; (iv) The the Court enters an Alternative JudgmentJudgment adverse to the terminating Party; (v) The Final the Judgment and Order of Dismissal is vacated, modified or reversed by a court of appeal or any higher court in any material respectrespect adverse to the terminating Party; or (vi) An an Alternative Judgment is vacated, modified or reversed by a court of appeal ap- peal or any higher court in any material respectrespect adverse to the terminating Party. Should an adversely affected Party terminate the Settlement, the Parties will be returned to the status quo as it existed before the Execution Date, with all of their respective legal claims and defenses preserved as they existed on that date, including without limitation any objection or de- fense based on a lack of personal jurisdiction. 10.2. Bondholder Plaintiffs shall provide a list of those Persons, if any, who have filed a request to be excluded from the Settlement Class (b“Requests for Exclusion”), together with all such Requests for Exclusion, to Norinchukin within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. Norinchukin has the right to terminate the Settlement Agreement if the Persons submitting Requests for Exclusion would have been eligible to receive a material portion of the potential distribution from the Settlement Fund (the “Material- ity Threshold”). The Parties will meet and confer in good faith to determine whether the Material- ity Threshold is met. If the Parties are unable to reach agreement, they shall submit the dispute for expedited resolution by an arbitrator mutually agreeable to the Parties or, failing that, an arbitrator appointed pursuant to the rules of the American Arbitration Association. 10.3. Notwithstanding this paragraphparagraph 10, the Court’s determination as to the Fee and Expense Ex- pense Application or any Plan of DistributionDistribution Plan, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or Settlement. Without limiting the foregoing, Norinchukin shall have, in its sole and absolute discretion, the option to terminate the Settlement in its entirety in the event that the Judgment, upon becoming Final, does not provide for the dismissal with prejudice of the Action as to Norinchukin and a full discharge of the Re- leased Claims as to the Released Norinchukin Parties, and a bar order precluding claims by any Person against the Released Norinchukin Parties for contribution or indemnification (however de- nominated) for all or a portion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise. (c) 10.4. Except as otherwise provided herein, in the event the settlement Settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Bondholder Action as of the Execution Date, with all of their respective legal claims and defenses preserved as they existed on that date, including without limitation, any objection or defense based on a lack of personal jurisdiction, and, except as otherwise expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of BarclaysNorinchukin, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a) paragraph 6.2 hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not sub- ject to exceed $500,000 without the prior approval provision of the Courtparagraph 7.4 above) shall be returned to Barclays Norinchukin within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ ▇▇▇▇▇▇▇▇▇▇▇ Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to BarclaysNorinchukin. Any costs associated with obtaining such refund shall be borne solely by Nor- inchukin. Neither the existence nor the terms of this Agreement (nor any negotiations preceding this Agreement nor any acts performed pursuant to, or in furtherance of, this Agreement) shall be used in the Bondholder Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in effect). (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class would likely have been eligible to receive collectively (but for their exclusion) a material part of the potential distributions from the Settlement Fund10.5. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the Class. (e) Neither Barclays Norinchukin nor Barclays’ Norinchukin Counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. (a) Class Lender Plaintiffs, through OTC Lender Plaintiffs’ Counsel, and BarclaysHSBC, through Barclays’ HSBC’s Counsel, shall, in each of their separate discretions, have the right to terminate the settlement set forth in this 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 any of the following occur: (i) The Court enters an order declining to enter the Preliminary Approval Order in any material respectrespect adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of itit adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respectrespect adverse to the terminating party; (iv) The Court enters an Alternative Judgment; (v) The Final Judgment and Order of Dismissal is modified or reversed by a court of appeal or any higher court in any material respect; orrespect adverse to the terminating party; (vi) An Alternative Judgment is modified or reversed by a court of appeal or any higher court in any material respectrespect adverse to the terminating party; or; (vii) HSBC fails to deposit $4 million into the Settlement Fund pursuant to Paragraph 10(b) hereto. (b) Notwithstanding this paragraph, the Court’s determination as to the Fee and Expense Application Application, any application for service awards to any Class Plaintiff, or any Plan of Distribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or settlement. (c) Except as otherwise provided herein, in the event the settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Lender Action as of the Execution Date, and, except as otherwise expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. The litigation between the Parties shall be returned, to the maximum extent possible, to the position that existed on December 22, 2017, without waiver or prejudice to the Parties rights, claims, or defenses as they existed on that date, including without limitation HSBC’s and HSBC Holdings plc’s objection to and defense based on a lack of personal jurisdiction, which is expressly preserved; and any judgment or order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and any judgment or order vacated as part of the implementation of this Agreement shall be treated as reinstated, nunc pro tunc. Any portion of the Settlement Fund previously paid by or on behalf of BarclaysHSBC, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a) hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not to exceed $500,000 250,000 without the prior approval of the Court) shall be returned to Barclays HSBC within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ HSBC’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to BarclaysHSBC. (d) Upon application The Lender Plaintiffs shall provide a list of Requests for Exclusion to HSBC within five (5) business days of the Mediator, this deadline set by the Court for the filing of Requests for Exclusion. HSBC has the right to terminate the Settlement Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class persons submitting Requests for Exclusion would likely have been eligible to receive collectively (but for their exclusion) a material part certain amount of the potential expected distributions from the Net Settlement FundFund (the “Materiality Threshold”). Following The amount of the deadline approved Materiality Threshold is not reflected in this Agreement, but shall rather be reflected in a supplemental agreement to be executed by the Court for all Persons to exclude themselves from parties contemporaneously with the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays execution of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the ClassAgreement. (e) Neither Barclays nor Barclays’ Counsel shall directly, or indirectly, solicit or encourage any Person This Agreement may be terminated upon terms set forth in a supplemental letter agreement to request exclusion from be filed under seal with the ClassCourt.

TERMINATION OF THE SETTLEMENT. (a) Class Lender Plaintiffs, through OTC Lender Plaintiffs’ Counsel, and Barclays, through Barclays’ Counsel, shall, in each of their separate discretions, have the right to terminate the settlement set forth in this 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 any of the following occur: (i) The Court enters an order declining to enter the Preliminary Approval Order in any material respectrespect adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of itit adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respectrespect adverse to the terminating party; (iv) The Court enters an Alternative Judgment; (v) The Final Judgment and Order of Dismissal is vacated, modified or reversed by a court of appeal or any higher court in any material respect; orrespect adverse to the terminating party; (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respectrespect adverse to the terminating party; or (vii) Barclays fails to deposit $4 million into the Settlement Fund pursuant to Paragraph 10(b) hereto. (b) Further, the Lender Plaintiffs shall provide a list of those persons, if any, who have filed Requests for Exclusion, together with all such requests for Exclusion, to Barclays within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. Barclays has the right to terminate the Settlement Agreement if the damages suffered by the persons submitting Requests for Exclusion would likely have amounted to a certain amount of the total estimated damages of all class members (the “Materiality Threshold”). The amount of the Materiality Threshold is not reflected in this Agreement, but shall be reflected in a supplemental agreement to be executed by the parties contemporaneously with the execution of this Agreement. The supplemental agreement will not be filed with the Court unless the Court orders it to be filed, in which case the Parties will seek to file it under seal. (c) Notwithstanding this paragraphParagraph 13, the Court’s determination as to the Fee and Expense Application Application, any application for service awards to any plaintiff, or any Plan of Distribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or settlement. (cd) Except as otherwise provided herein, in the event the settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason, then the Parties to this Agreement shall be deemed to have reverted to their respective status in the OTC Lender Action as of the Execution Date, and, except as otherwise expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any related orders had not been entered. The litigation between the Parties shall be returned, to the maximum extent possible, to the position that existed on February 9, 2018, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, including without limitation Barclays’ objection to and defense based on a lack of personal jurisdiction, which is expressly preserved; and any judgment or order entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc, and any judgment or order vacated as part of the implementation of this Agreement shall be treated as reinstated, nunc pro tunc. Any portion of the Settlement Fund previously paid by or on behalf of Barclays, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in Paragraph 9(a9(b) hereof), less any Taxes due, if any, with respect to such income, and less costs of administration and notice actually incurred and paid or payable from the Settlement Fund (not to exceed $500,000 250,000 without the prior approval of the Court) shall be returned to Barclays within ten (10) business days from the date of the Termination Notice. At the request of Barclays’ Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to Barclays. (d) Upon application to the Mediator, this Agreement may be terminated if the Mediator determines that all Persons that excluded themselves from the OTC Class would likely have been eligible to receive collectively (but for their exclusion) a material part of the potential distributions from the Settlement Fund. Following the deadline approved by the Court for all Persons to exclude themselves from the Class, OTC Plaintiffs’ Counsel shall provide a list to Barclays of all Persons that have requested exclusion from the Class. Any application to terminate under this paragraph must be made in writing within thirty (30) days following the receipt by Barclays from OTC Plaintiffs’ Counsel of the list of all Persons that have requested to exclude themselves from the Class. (e) Neither Barclays nor Barclays’ Counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Class.