Common use of TERMINATION OF THE SETTLEMENT Clause in Contracts

TERMINATION OF THE SETTLEMENT. (a) Lender Plaintiffs, through Lender Plaintiffs’ Counsel, and the Settling Defendant, through the Settling Defendant’s Counsel, shall 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 adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of it adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect 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 adverse to the terminating party; or (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating party. (b) Further, in addition to the provisions contained in Paragraph 13(a) herein, the Settling Defendant shall have the right to terminate this Settlement Agreement pursuant to the terms and conditions of the supplemental agreement (the “Supplemental Agreement”) executed at the same time as this Settlement Agreement. The Supplemental Agreement shall not be filed with the Court unless ordered by the Court, and, in such event, Lender Plaintiffs and the Settling Defendant shall request that the Supplemental Agreement, along with any other material submitted, be filed and maintained with the Court under seal. The Supplemental Agreement is expressly incorporated into this Settlement Agreement. (c) Notwithstanding this Paragraph 13, the Court’s determination as to the Fee and Expense 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. Without limiting the foregoing, Settling Defendant 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 UBS and a full discharge of the Released Claims as to the Released Parties. (d) 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 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 the date of execution of this Agreement, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, 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 the Settling Defendant, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award or service award referred to in Paragraph 9(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 $125,000 without the prior approval of the Court) shall be returned to the Settling Defendant within ten (10) business days from the date of the Termination Notice. At the request of the Settling Defendant’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to the Settling Defendant. 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 Lender Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in effect). None of the Parties nor their counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Class.

TERMINATION OF THE SETTLEMENT. (a) Lender Plaintiffs, through Lender Plaintiffs’ Counsel, and each of the Settling DefendantDefendants, through the Settling Defendant’s Counseltheir respective counsel, shall shall, in each of their separate sole 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 adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of it adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect 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 adverse to the terminating party; or (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating party. If only one of JPMorgan or BOA terminates this Settlement Agreement pursuant to this Paragraph 13(a), then this Settlement Agreement shall continue in full force and effect as to the non-terminating Parties. (b) Further, in addition to the provisions contained in Paragraph 13(a) herein, the Settling Defendant JPMorgan and BOA shall have the right right, but not the obligation, each in its sole discretion, to terminate this Settlement Agreement Agreement, insofar as it pertains to rights and obligations of the terminating Party (JPMorgan or BOA), pursuant to the terms and conditions of the its respective supplemental agreement (collectively, the “Supplemental AgreementAgreements”) executed at the same time as this Settlement Agreement. The Supplemental Agreement Agreements shall not be filed with the Court unless ordered by the Court, and, in such event, Lender Plaintiffs and the Settling Defendant Defendants shall request that the Supplemental AgreementAgreements, along with any other material submitted, be filed and maintained with the Court under seal. The Supplemental Agreement is Agreements are expressly incorporated into this Settlement Agreement. If only one of JPMorgan or BOA terminates this Settlement Agreement pursuant to its Supplemental Agreement, then this Settlement Agreement shall continue in full force and effect as to the non-terminating Parties. (c) Notwithstanding this Paragraph 13, the Court’s determination as to the Fee and Expense 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. Without limiting the foregoing, Settling Defendant 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 UBS and a full discharge of the Released Claims as to the Released Parties. (d) 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 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 the date of execution of this AgreementJune 7, 2019, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, 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 the Settling DefendantDefendants, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award or service award referred to in Paragraph 9(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 $125,000 250,000 without the prior approval of the Court) shall be returned to the Settling Defendant Defendants within ten (10) business days from the date of the Termination Notice. At the request of the Settling Defendant’s Defendants’ Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to the Settling Defendant. 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 Lender Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in effect)Defendants. None of the Parties nor their counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Class. For the avoidance of doubt, if the settlement is terminated in accordance herewith, is vacated, is not approved, or the Effective Date fails to occur for any reason as to less than all of the Settling Defendants, then this Settlement Agreement shall continue in full force and effect as to the non-affected Parties.

TERMINATION OF THE SETTLEMENT. (a) Lender Plaintiffs, through Lender Plaintiffs66. The Settlement is conditioned upon preliminary and final approval of the Parties’ Counselwritten Settlement Agreement, and the Settling Defendant, through the Settling Defendant’s Counsel, shall 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 adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of it adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect 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 adverse to the terminating party; or (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating party. (b) Further, in addition to the provisions contained in Paragraph 13(a) herein, the Settling Defendant shall have the right to terminate this Settlement Agreement pursuant to the terms and conditions of the supplemental agreement (the “Supplemental Agreement”) executed at the same time as this Settlement Agreement. The Supplemental Agreement shall not be filed with thereof without material change, material amendments, or material modifications by the Court unless ordered by (except to the Courtextent such changes, and, amendments or modifications are agreed to in such event, Lender Plaintiffs and writing between the Settling Defendant shall request that the Supplemental Agreement, along with any other material submitted, be filed and maintained with the Court under sealParties). The Supplemental Agreement is expressly All Exhibits attached hereto are incorporated into this Settlement Agreement. (c) Notwithstanding . Accordingly, this Paragraph 13, the Court’s determination as to the Fee and Expense 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. Without limiting the foregoing, Settling Defendant 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 UBS and a full discharge of the Released Claims as to the Released Parties. (d) 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 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 terminated 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 the date of execution of this Agreement, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, 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 the Settling Defendant, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award or service award referred to in Paragraph 9(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 $125,000 without the prior approval of the Court) shall be returned to the Settling Defendant canceled within ten (10) business days from the date of any of the Termination Noticefollowing events: a. This Settlement Agreement is changed in any material respect to which the Parties have not agreed in writing; b. The Court refuses to grant Preliminary Approval of this Agreement; c. The Court refuses to grant final approval of this Agreement in any material respect; d. The Court refuses to enter a final judgment in this Underlying Action in any material respect; 67. At In the request of event the Settling Defendant’s CounselSettlement Agreement is not approved or does not become Final, or the Settlement is terminated consistent with this Settlement Agreement, the Escrow Agent shall apply for any tax refund owed on Parties, pleadings, and proceedings will return to the status quo ante as if no settlement had been negotiated or entered into, the Settlement Fund and pay interest earned thereon will belong to Defendant less any Administrative Expenses paid to date; and the proceeds Parties will negotiate in good faith to establish a new schedule for the Underlying Action. 68. If more than 7.5% of the individuals on the Class List properly and timely opt-out of the Settlement, then Defendant may, but is not obligated to, void the Settlement Agreement. If the Defendant revokes the Settlement Agreement, the Parties will engage in a good faith effort to reach a modified settlement. If the Parties are unable to reach an agreement, the Underlying Action will proceed as if there was no attempt at settlement and the Parties will return to their positions prior to the Settling Defendant. Neither filing of the existence nor Motion for Preliminary Approval of the terms of this Agreement (nor any negotiations preceding this Agreement nor any acts performed pursuant Settlement Agreement, including but not limited to, or in furtherance of, this Agreement) shall be used in the Lender Action or any other lawsuit, arbitration or other proceeding for any purpose (other than return to enforce the terms remaining in effect). None Defendant of the Parties nor their counsel shall directly, or indirectly, solicit or encourage any Person Settlement Fund and interest earned thereon less Administrative Expenses paid to request exclusion from the Classdate.

TERMINATION OF THE SETTLEMENT. (a) Lender 10.1. Bondholder Plaintiffs, through Lender Bondholder Plaintiffs’ Counsel, and the Settling DefendantRBS, through the Settling DefendantRBS’s Counsel, shall shall, in each of their separate discretions, have the right to terminate the settlement set forth in this Agreement Settle- ment 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 respect adverse to the terminating partyParty; (ii) The the Court enters an order refusing to approve this Agreement or any material part of it adverse to the terminating partyParty; (iii) The the Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect adverse to the terminating partyParty; (iv) The the Court enters an Alternative JudgmentJudgment adverse to the terminating Party; (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 adverse to the terminating party; or (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating partyParty; or (vi) an Alternative Judgment is vacated, modified or reversed by a court of ap- peal or any higher court in any material respect 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 the Term Sheet, 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. 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 RBS within five (5) Further, in addition to business days of the provisions contained in Paragraph 13(a) herein, deadline set by the Settling Defendant shall have Court for the filing of Requests for Exclusion. RBS has the right to terminate this the Settlement Agreement pursuant if the Persons submitting Requests for Exclusion would have been eligible to the terms and conditions receive a material portion of the supplemental agreement potential distribution from the Settlement Fund (the “Supplemental AgreementMateriality Threshold”) executed at ). If RBS decides that it wishes to exercise this right, the same time as this Settlement AgreementSettling Parties shall first meet and confer in good faith. If the Settling Parties are unable to reach agreement regarding appropriate relief, then RBS may present to the Mediator the issue of whether the total Requests for Exclusion meet the Materiality Threshold. The Supplemental Mediator’s determination of whether or not the Requests for Exclusion satisfy the Materiality Threshold such that RBS may terminate the Settlement Agreement shall not be filed with the Court unless ordered by the Court, and, in such event, Lender Plaintiffs and binding on the Settling Defendant shall request that the Supplemental Agreement, along with any other material submitted, be filed and maintained with the Court under seal. The Supplemental Agreement is expressly incorporated into this Settlement AgreementParties. (c) 10.3. Notwithstanding this Paragraph 13paragraph 10, the Court’s determination as to the Fee and Expense Application, any application for service awards to any plaintiff, 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, Settling Defendant RBS shall have, in its sole and absolute discretion, the option to terminate the Settlement 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 UBS RBS and a full discharge of the Released Claims as to the Released RBS Parties, and a bar order precluding claims by any Person against the Released RBS Parties for contribution or indemnification (however denominated) for all or a portion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise. (d) 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 Lender Bondholder Action as of the Execution Dateexecution date of the Term Sheet, with all of their respective legal claims and defenses preserved as they existed on that date, including without limitation, any ob- jection 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. The litigation between the Parties shall be returned, to the maximum extent possible, to the position that existed on the date of execution of this Agreement, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, 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 the Settling DefendantRBS, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Ex- pense Award or service award referred to in Paragraph 9(b) 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 $125,000 without the prior approval provision of the Courtparagraph 7.3 above) shall be returned to the Settling Defendant RBS within ten (10) business days from the date of the Termination Notice. At the request of the Settling DefendantRBS’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settlement Fund and pay the proceeds to the Settling DefendantRBS. Any costs associated with obtaining such refund shall be borne solely by RBS. 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 Lender Bond- holder Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in effect). 10.5. None of the Parties Neither RBS nor their counsel RBS’s Counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. (a) Lender Plaintiffs, through Lender Plaintiffs’ Counsel, and 8.1. This Settlement is contingent upon Court approval. If the Settling Defendant, through Court fails to grant Final Approval the Settling Defendant’s Counsel, shall 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 Settlement in any material respect adverse to the terminating party; (ii) The Court enters an order refusing to approve this Agreement or any material part of it adverse to the terminating party; (iii) The Court enters an order declining to enter the Final Judgment and Order of Dismissal in any material respect 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 adverse to the terminating party; or (vi) An Alternative Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating party. (b) Further, in addition to the provisions contained in Paragraph 13(a) hereinrespect, the Settling Defendant shall have the right Settlement will be subject to terminate this Settlement Agreement pursuant to the terms and conditions of the supplemental agreement (the “Supplemental Agreement”) executed at the same time as this Settlement Agreement. The Supplemental Agreement shall not be filed with the Court unless ordered termination by the Court, and, in Party adversely affected by such event, Lender Plaintiffs and the Settling Defendant shall request that the Supplemental Agreement, along with any other material submitted, be filed and maintained with the Court under sealfailure. The Supplemental Agreement is expressly incorporated into this Settlement Agreement. (c) Notwithstanding this Paragraph 13paragraph, the Court’s determination as to the motion of Fee and Expense Application, Cost Award and Service Award and/or any application for service awards to any plaintiff, or any Plan plan of Distributiondistribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Settlement Agreement or settlementSettlement. 8.2. Without limiting The Settlement Administrator shall provide Class Counsel and BANA’s Counsel a list of Successful Opt-Outs within five (5) business days following the foregoingend of the Opt-Out Deadline 8.3. If this Settlement is terminated, Settling Defendant shall have, in its sole and absolute discretion, the option to terminate then the Settlement in its entirety in and the event that the Judgment, upon becoming Final, does not provide for the dismissal with prejudice relevant portions of the Action as to UBS and a full discharge of the Released Claims as to the Released Parties.this (d) 8.4. 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 Lender Action as of February 18, 2022. ▇▇▇▇ retains all rights regarding any defenses on the Execution Datestatute of limitations that it had as of February 18, and2022. In such circumstances, except the Parties shall thereafter work together to arrive at a mutually agreeable schedule for resuming the Action. 8.5. 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. The litigation between the Parties shall be returned, to the maximum extent possible, to the position that existed on the date of execution of this Agreement, without waiver or prejudice to the Parties’ rights, claims, or defenses as they existed on that date, 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 Amount previously paid by or on behalf of the Settling DefendantBANA, together with any interest earned thereon (and, if applicable, repayment re-payment of any Fee and Expense Award or service award referred to in Paragraph 9(b) hereof), less any Taxes dueCost 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 $125,000 without the prior approval of the Court) shall be returned to the Settling Defendant BANA within ten (10) business days from the date of the Termination Noticeevent causing such termination. At However, if ▇▇▇▇ is the request of the Settling Defendant’s Counselterminating party, the Escrow Agent shall apply for ▇▇▇▇ agrees to cover any tax refund owed on Settlement Administration Costs incurred or charged by the Settlement Fund and pay the proceeds Administrator prior to the Settling Defendant. Neither the existence nor the terms termination of this Agreement (nor any negotiations preceding this Agreement nor any acts performed pursuant to, Settlement Agreement. 8.6. No Party hereto or in furtherance of, this Agreement) shall be used in the Lender Action or any other lawsuit, arbitration or other proceeding for any purpose (other than to enforce the terms remaining in effect). None of the Parties nor their its counsel shall directly, or indirectly, solicit or encourage any Person to request exclusion opt-out from the Settlement Class.