Common use of TERMINATION OF THE SETTLEMENT Clause in Contracts

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder Plaintiffs, through Bondholder Plaintiffs’ Counsel, and MUFG, through MUFG’s Counsel, shall, in each of their separate discretions, have the right to terminate the 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 occurs: (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 Judgment in any material respect adverse to the terminating Party; (iv) the Court enters an Alternative Judgment adverse to the terminating Party; (v) the Judgment 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 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 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 (“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 paragraph 10, the Court’s determination as to the Fee and Ex- pense Application or any Distribution 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. 10.4. 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 Bondholder Action as of the execution 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 ex- pressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of MUFG, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in 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 (subject to the provision of paragraph 7.4 above) shall be re- turned to MUFG within ten (10) business days from the date of the Termination Notice. At the request of MUFG’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Fund and pay the proceeds to MUFG. 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). 10.5. Neither MUFG nor MUFG’s Counsel shall directly, or indirectly, solicit or encour- age any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder Plaintiffs, through Bondholder Plaintiffs13.1 The Settlement is conditioned upon preliminary and final approval of the Parties’ Counselwritten Settlement Agreement, and MUFGall terms and conditions thereof without material change, through MUFG’s Counselmaterial amendments, shallor material modifications by the Court (except to the extent such changes, amendments or modifications are agreed to in each of their separate discretionswriting between the Parties). All Exhibits attached hereto are incorporated into this Settlement Agreement. Accordingly, have the right either Party may elect to terminate the and cancel this Settlement by providing written notice of their election to do so Agreement within ten (“Termination Notice”) to all other Parties hereto within thirty (3010) days of the date on which any of the following occursevents: (ia) This Settlement Agreement is changed in any material respect to which the Parties have not agreed in writing; (b) The Court enters an order declining refuses to enter grant the Preliminary Approval Order for this Settlement Agreement in any material respect adverse to the terminating Partyrespect; (iic) the The Court enters an order refusing refuses to approve grant final approval of this Settlement Agreement or in any material part of it adverse to the terminating Partyrespect; (iiid) the The Court enters an order declining refuses to enter the Judgment a final judgment in this Action in any material respect adverse to the terminating Party; (iv) the Court enters an Alternative Judgment adverse to the terminating Party; (v) the Judgment is vacated, modified or reversed by a court of appeal or any higher court in any material respect adverse to the terminating Partyrespect; or (vie) an Alternative Judgment The Court’s order granting preliminary or final approval is vacated, substantially modified or reversed reversed. 13.2 Notwithstanding anything else contained in this Settlement Agreement, if more than a certain number to be kept confidential and filed under seal (“Termination Threshold”) of the prospective Settlement Class Members request exclusion, then Defendant may, in its sole discretion, elect to terminate this Settlement Agreement. Prior to termination of the Agreement and within five (5) business days from the day it determines that the number of Members of the Settlement Class who have requested exclusion exceeds the Termination Threshold, and in any event, at least fifteen (15) days prior to the Final Approval Hearing, Defendant will notify Class Counsel, in writing, that it has received the Termination Threshold number of Requests for Exclusion. Class Counsel will then have ten (10) days to attempt to cause retraction of any election of exclusion by a court of ap- peal Settlement Class Members or any higher court in any material respect adverse group thereof. To retract a prior Request for Exclusion, the Settlement Class Member must provide to the terminating PartyParties, at least three days prior to the Final Approval Hearing, or any adjournment thereof, a written notice stating his or her desire to retract the Request for Exclusion from the Settlement Class. Should an adversely affected Party If Class Counsel cannot cause sufficient retractions three days prior to the Final Approval Hearing, Defendant may in its sole discretion terminate the Settlementthis Settlement Agreement. In that event, (a) this Settlement Agreement shall terminate and become null and void, the Parties will Preliminary Approval Order and all of its provisions shall be returned vacated by its own terms, and the Action shall revert to the status quo as it that existed before prior to the execution date of this Settlement Agreement, with all including no certification of their respective legal claims a class; and defenses preserved as they existed on that date(b) no term of this Settlement Agreement or any draft thereof, 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 (“Requests for Exclusion”), together with all such Requests for Exclusion, to MUFG within five (5) business days of the deadline set by negotiation, documentation, or other part or aspect of the Parties’ settlement discussions, shall have any effect, nor shall any such matter be admissible in evidence for any purpose in the Action, or in any other proceeding. Any dispute among the Parties concerning the interpretation or application of this Termination Threshold provision may be presented to the Court for resolution upon the filing application of Requests for Exclusionany Party hereto. MUFG has In the right to terminate event the Settlement Agreement if is not approved or does not become final, or is terminated consistent with 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 rightprovisions herein, the Settling Parties shall meet Litigation will return to the status quo ante as if no Settlement Agreement had been negotiated or entered into and confer all claims will proceed in good faitharbitration, not court. 10.3. Notwithstanding this paragraph 10, the Court’s determination as to the Fee and Ex- pense Application or any Distribution 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 13.3 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. 10.4. Except as otherwise provided herein, in the event the Settlement is terminated in accordance herewithterminated, is vacatedPlaintiffs will voluntarily dismiss the Action, is not approvedwithout prejudice, 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 Bondholder Action as of the execution 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 ex- pressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of MUFG, together with any interest earned thereon within three (and, if applicable, repayment of any Fee and Expense Award referred to in 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 (subject to the provision of paragraph 7.4 above) shall be re- turned to MUFG within ten (103) business days from the date of the Termination Notice. At the request of MUFG’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Fund and pay the proceeds to MUFG. 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)days. 10.5. Neither MUFG nor MUFG’s Counsel shall directly, or indirectly, solicit or encour- age any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder Plaintiffs, through Bondholder Plaintiffs’ Counsel, and MUFGCredit Suisse, through MUFGCredit Suisse’s Counsel, shall, in each of their separate discretions, have the right to terminate ter- minate the 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 occurs: (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 Judgment in any material respect adverse to the terminating Party; (iv) the Court enters an Alternative Judgment adverse to the terminating Party; (v) the Judgment 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 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 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 jurisdictionjurisdiction 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 (“Requests for Exclusion”), together with all such Requests for Exclusion, to MUFG Credit Suisse within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. MUFG 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 FundFund (the “Material- ity Threshold”). If MUFG decides that it wishes to exercise this right, the Settling The Parties shall will meet and confer in good faithfaith to determine whether the Material- ity Threshold is met. 10.3. Notwithstanding this paragraph 10, the Court’s determination as to the Fee and Ex- pense Application or any Distribution 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 Credit Suisse shall have, in its sole and absolute discretion, the option to terminate the Settle- ment 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 MUFG Credit Suisse and a full discharge of the Released Re- leased Claims as to the Released MUFG Credit Suisse Parties, and a bar order precluding claims by any Person against the Re- leased MUFG Released Credit Suisse Parties for contribution or indemnification (however denominated) for all or a por- tion portion of any amounts paid or awarded in the Action by way of settlementsettle- ment, judgment, or otherwise. 10.4. 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 Bondholder Action as of the execution 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 jurisdictionjurisdiction or venue, and, except as otherwise ex- pressly expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of MUFGCredit Suisse, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in 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 (subject to the provision of paragraph 7.4 above) shall be re- turned returned to MUFG Credit Suisse within ten (10) business days from the date of the Termination Notice. At the request of MUFGCredit Suisse’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Settlement Fund and pay the proceeds to MUFGCredit Suisse. Any costs associated with obtaining such refund shall be borne solely by MUFGCredit Suisse. Neither the existence nor the terms of this Agreement (nor any nego- tiations 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 pro- ceeding proceeding for any purpose (other than to enforce the terms remaining in effectef- fect). 10.5. Neither MUFG Credit Suisse nor MUFGCredit Suisse’s Counsel shall directly, or indirectly, solicit so- licit or encour- age encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder (a) Lender Plaintiffs, through Bondholder Lender Plaintiffs’ Counsel, and MUFGthe Settling Defendant, through MUFGthe Settling Defendant’s Counsel, shall, in each of their separate discretions, shall have the right to terminate the Settlement 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 occursoccur: (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 Judgment adverse to the terminating PartyJudgment; (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; orparty. (vib) an Alternative Judgment is vacatedFurther, modified or reversed by a court of ap- peal or any higher court in any material respect adverse addition to the terminating Party. Should an adversely affected Party terminate the Settlementprovisions contained in Paragraph 13(a) herein, 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 Settling Defendant shall provide a list of those Persons, if any, who have filed a request to be excluded from the Settlement Class (“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 this Settlement Agreement if pursuant to the Persons submitting Requests for Exclusion would have been eligible to receive a material portion terms and conditions of the potential distribution from supplemental agreement (the “Supplemental Agreement”) executed at the same time as this Settlement FundAgreement. If MUFG decides that it wishes to exercise this rightThe Supplemental Agreement shall not be filed with the Court unless ordered by the Court, and, in such event, Lender Plaintiffs and the Settling Parties Defendant shall meet request that the Supplemental Agreement, along with any other material submitted, be filed and confer in good faithmaintained with the Court under seal. The Supplemental Agreement is expressly incorporated into this Settlement Agreement. 10.3. (c) Notwithstanding this paragraph 10Paragraph 13, the Court’s determination as to the Fee and Ex- pense Application Expense Application, any application for service awards to any plaintiff, or any Distribution PlanPlan of Distribution, or any determination on appeal from any such order, shall not provide grounds for termination of this Agreement or Settlementsettlement. Without limiting the foregoing, MUFG Settling Defendant shall have, in its sole and absolute discretion, the option to terminate the Settle- ment 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 MUFG UBS 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. 10.4. (d) 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 Bondholder Lender Action as of the execution 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 jurisdictionExecution Date, and, except as otherwise ex- pressly expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated 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 MUFGthe 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 6.2 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 (subject not to exceed $125,000 without the provision prior approval of paragraph 7.4 abovethe Court) shall be re- turned returned to MUFG the Settling Defendant within ten (10) business days from the date of the Termination Notice. At the request of MUFGthe Settling Defendant’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Settlement Fund and pay the proceeds to MUFG. Any costs associated with obtaining such refund shall be borne solely by MUFGthe Settling Defendant. Neither the existence nor the terms of this Agreement (nor any nego- tiations negotiations preceding this Agreement nor any acts performed pursuant to, or in furtherance of, this Agreement) shall be used in the Bondholder Lender Action or any other lawsuit, arbitration or other pro- ceeding proceeding for any purpose (other than to enforce the terms remaining in effect). 10.5. Neither MUFG None of the Parties nor MUFG’s Counsel their counsel shall directly, or indirectly, solicit or encour- age encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder Plaintiffs, through Bondholder Plaintiffs’ Counsel, and MUFGNorinchukin, through MUFG’s Norinchukin Counsel, shall, in each of their separate discretions, have the right to terminate termi- nate the 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 occurs: (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 Judgment in any material respect adverse to the terminating Party; (iv) the Court enters an Alternative Judgment adverse to the terminating Party; (v) the Judgment 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 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 this Settlement AgreementExecution Date, with all of their respective legal claims and defenses preserved as they existed on that date, including without lim- itation limitation any objection or defense 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 (“Requests for Exclusion”), together with all such Requests for Exclusion, to MUFG Norinchukin within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. MUFG 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 FundFund (the “Material- ity Threshold”). If MUFG decides that it wishes to exercise this right, the Settling The Parties shall will meet and confer in good faithfaith 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 paragraph 10, the Court’s determination as to the Fee and Ex- pense Application or any Distribution 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 Norinchukin shall have, in its sole and absolute discretion, the option to terminate the Settle- ment 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 MUFG Norinchukin and a full discharge of the Released Re- leased Claims as to the Released MUFG Norinchukin Parties, and a bar order precluding claims by any Person against the Re- leased MUFG Released Norinchukin Parties for contribution or indemnification (however denominatedde- nominated) for all or a por- tion portion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise. 10.4. 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 Bondholder Action as of the execution date of this Settlement AgreementExecution Date, with all of their respec- tive 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 ex- pressly expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of MUFGNorinchukin, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Award referred to in 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 (subject sub- ject to the provision of paragraph 7.4 above) shall be re- turned returned to MUFG Norinchukin within ten (10) business days from the date of the Termination Notice. At the request of MUFG’s Xxxxxxxxxxx Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Settlement Fund and pay the proceeds to MUFGNorinchukin. Any costs associated with obtaining such refund shall be borne solely by MUFGNor- inchukin. Neither the existence nor the terms of this Agreement (nor any nego- tiations 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 pro- ceeding proceeding for any purpose (other than to enforce the terms remaining in effect). 10.5. Neither MUFG Norinchukin nor MUFG’s Norinchukin Counsel shall directly, or indirectly, solicit or encour- age encourage any Person to request exclusion from the Settlement Class.

TERMINATION OF THE SETTLEMENT. 10.1. Bondholder Plaintiffs, through Bondholder Plaintiffs’ Counsel, and MUFGRBS, through MUFGRBS’s Counsel, shall, in each of their separate discretions, have the right to terminate the Settlement 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 occurs: (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 Judgment in any material respect adverse to the terminating Party; (iv) the Court enters an Alternative Judgment adverse to the terminating Party; (v) the Judgment 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 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 this Settlement Agreementthe Term Sheet, with all of their respective legal claims and defenses preserved as they existed on that date, including without lim- itation 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 (“Requests for Exclusion”), together with all such Requests for Exclusion, to MUFG RBS within five (5) business days of the deadline set by the Court for the filing of Requests for Exclusion. MUFG RBS 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 FundFund (the “Materiality Threshold”). If MUFG RBS decides that it wishes to exercise this right, the Settling 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 Mediator’s determination of whether or not the Requests for Exclusion satisfy the Materiality Threshold such that RBS may terminate the Settlement Agreement shall be binding on the Settling Parties. 10.3. Notwithstanding this paragraph 10, the Court’s determination as to the Fee and Ex- pense Application or any Distribution 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 RBS 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 RBS and a full discharge of the Released Claims as to the Released MUFG RBS Parties, and a bar order precluding claims by any Person against the Re- leased MUFG Released RBS Parties for contribution or indemnification (however denominated) for all or a por- tion portion of any amounts paid or awarded in the Action by way of settlement, judgment, or otherwise. 10.4. 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 Bondholder Action as of the execution date of this Settlement Agreementthe Term Sheet, with all of their respec- tive respective legal claims and defenses preserved as they existed on that date, including without limitation, any objection ob- jection or defense based on a lack of personal jurisdiction, and, except as otherwise ex- pressly expressly provided herein, the Parties shall proceed in all respects as if this Agreement and any re- lated related orders had not been entered, and any portion of the Settlement Fund previously paid by or on behalf of MUFGRBS, together with any interest earned thereon (and, if applicable, repayment of any Fee and Expense Ex- pense Award referred to in 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 (subject to the provision of paragraph 7.4 7.3 above) shall be re- turned returned to MUFG RBS within ten (10) business days from the date of the Termination Notice. At the request of MUFGRBS’s Counsel, the Escrow Agent shall apply for any tax refund owed on the Settle- ment Settlement Fund and pay the proceeds to MUFGRBS. Any costs associated with obtaining such refund shall be borne solely by MUFGRBS. Neither the existence nor the terms of this Agreement (nor any nego- tiations negotiations preceding this Agreement nor any acts performed pursuant to, or in furtherance of, this Agreement) shall be used in the Bondholder Bond- holder Action or any other lawsuit, arbitration or other pro- ceeding proceeding for any purpose (other than to enforce the terms remaining in effect). 10.5. Neither MUFG RBS nor MUFGRBS’s Counsel shall directly, or indirectly, solicit or encour- age encourage any Person to request exclusion from the Settlement Class.