Common use of Right to Withdraw Clause in Contracts

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without amendment or revision; (b) entry by the Court of the Bar Order in the SEC Action in exactly the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 and 10 of this Agreement. If the Court does not provide the approvals described in (a); if the Court refuses to enter the bar orders described in (b) or (c); or if the final result of any appeal from the approvals and orders described in (a), (b), or (c) is that any of the approvals or orders are not affirmed, in their entirety and without modification or limitation, then any Party has the right to withdraw its agreement to the Settlement and to this Agreement. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further effect whatsoever, shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of the Agreement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without amendment modifications or revisionlimitations; (b) entry by the Court of the Bar Order in the SEC Action in exactly the form attached hereto as Exhibit C, without modifications or limitations (other than immaterial modifications or limitations, with no revisionsmateriality to be determined by the BMB Defendants in their good-faith discretion), additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); (c) entry by the Court of the Judgment Judgments and Bar Order Orders in the Committee Janvey Litigation and the Casanova Litigation in exactly the form forms attached hereto as Exhibit D, without modifications or limitations (other than immaterial modifications or limitations, with no revisionsmateriality to be determined by the BMB Defendants in their good-faith discretion), additions, deletions, or amendment (except that the blanks in the form forms may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 and 10 21 of this Agreement. If the Court does not provide the approvals described in (a); if the Court refuses to enter the bar orders described in (b) or (c); , or if the final result of any appeal from the approvals and orders described in (a), (b), or (c) is that any of the approvals or orders are not affirmed, in their entirety and without modification or limitation, then any Party has the right to withdraw within thirty (30) days its agreement to the Settlement and to this Agreement. If the Court refuses to enter the bar orders described in (b) and (c), or if the final result of any appeal from such bar orders is that any of the bar orders are not affirmed, in their entirety and without modifications or limitations (other than immaterial modifications or limitations, with materiality to be determined by the BMB Defendants in their good-faith discretion), then any Party has the right within thirty (30) days to withdraw their agreement to the Settlement and to this Agreement. Should the Parties not elect to exercise this right of withdrawal from the Settlement and this Agreement within such 30-day period, then the condition, whose failure to occur caused the withdrawal right to accrue, will be deemed to have occurred the first day following the expiration of such 30-day period. In the event that any Party withdraws its agreement to the Settlement or this Agreement as allowed in this paragraph, this Agreement will be null and void and of no further force or effect whatsoeverwhatsoever (other than the terms of this paragraph and paragraphs 44 and 45, which shall survive), shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. To exercise its right under this paragraph to withdraw its agreement to the Settlement and to this Agreement, a Party must provide written notice of such withdrawal pursuant to Paragraph 53 herein. If any Party withdraws from this Agreement pursuant to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of the Agreement, subject only to the terms of this paragraph and paragraphs 44 and 45, including that the Parties shall maintain the confidentiality of their mediation and related communications.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without amendment material modification or revisionlimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 10 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against HSBC in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a); if the MDL Court refuses to enter the bar orders Bar Order described in (b) or (c)without material modification; or if the final result of any appeal from the approvals and orders order described in (a), ) or (b), or (c) is that any of the approvals or orders order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against HSBC in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and HSBC has the right to withdraw its agreement to the Settlement and to this Agreement. In Settlement Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall not be admissible during which time the Parties agree to work together in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant good faith to the terms of this paragraph, then each Party shall be returned attempt to such Party’s respective position immediately prior to such Party’s execution of the Agreementnegotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court approval of the Settlement and the terms of this Agreement without amendment or revision; (b) entry by the Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly substantially the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)C; and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 10 20 of this Agreement. If the Court does not refuses to provide the approvals described in (a); if the Court refuses to enter the bar orders described in (b) or (c)) without material modification; or if the final result of any appeal from the approvals and orders described in (a), (b), or (c) is that any of the approvals or orders are not affirmed, in their entirety and without material modification or limitation, then any Party has the right to withdraw its agreement to the Settlement and to this Agreement. In Agreement by providing to all other Parties written notice of such withdrawal, within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the right to withdraw. The effective date of the withdrawal will be twenty-one (21) days after the notice of same, during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement that either does not require court approval or that addresses the circumstances that led to the denial of the approval of this Settlement Agreement or the request for entry of the bar orders. For purposes of this Section VI, the Party making the election to withdraw has the sole and absolute discretion to determine whether a modification or limitation to the approvals or bar orders described in (a), (b) or (c) is material. Notwithstanding anything in this Agreement to the contrary, however, the following shall not give Xxxxxxxxx a right to withdraw: a determination by either 1) the Court after an objection by a non-Party filed in response to the motion or application to approve the settlement, or 2) the United States Court of Appeals for the Fifth Circuit or the United States Supreme Court that the Court lacks authority to cause the release of the claims of, or to enforce the bar orders contained in the Judgment and Bar Order against, a person or entity other than a Party in the Litigation. Further, the Parties agree that for the purposes of both this paragraph and Paragraph 20, the Bar Order and Judgment and Bar Order ultimately entered by the Court or as allowed in this paragraph, this Agreement modified as a result of any appeal will be null considered to be substantially in the form of Exhibits B and void C notwithstanding any determination by the Court or the Fifth Circuit or the United States Supreme Court that the Bar Order and of no further effect whatsoever, Judgment and Bar Order shall not be admissible in any ongoing release, or future proceedings for any purpose whatsoeverbar the claims of, and shall a person or group of persons who are not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant Parties to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of the AgreementLitigation.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ Committee’s, the Receiver’s, and Trustmark’s agreement to enter into this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court court approval in both the SEC Action and the Xxxxxxx Litigation of the Settlement and the terms of this Agreement without amendment or revision; (b) entry by the Court court in the SEC Action of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court in the Xxxxxxx Litigation of the Judgment and Bar Order in the Committee Litigation in exactly substantially the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment C; (except that the blanks d) entry in the form may be filled Rotstain Litigation and the Xxxxx Litigation of orders dismissing Trustmark and all claims against it with prejudice and a final judgment as to Trustmark in as appropriate by the Court)both cases; and (de) all such approvals approvals, dismissals, and orders becoming Final, Final pursuant to Paragraphs 9 7, 19, 25, and 10 26 of this Agreement. If the Court does not court in either the SEC Action or the Xxxxxxx Litigation refuses to provide the approvals described in (a); if the Court Paragraph 36(a) or refuses to enter the bar orders described in (bParagraphs 36(b) or (c) without material modification or limitation; or if the court in either the Rotstain Litigation or the Xxxxx Litigation refuses to enter an order dismissing with prejudice all claims in those cases against Trustmark or refuses to enter a final judgment as to Trustmark and all claims against it as described in Paragraph 36(d); or if the final result of any appeal from the approvals approvals, dismissals, orders, and orders final judgments described in (aParagraphs 36(a), (b), (c), or (cd) is that any of the approvals approvals, dismissals, orders, or orders final judgments are not affirmed, affirmed in their entirety and without material modification or limitation, then any Party has the Receiver, the Committee, and Trustmark each have the right to withdraw its their agreement to the Settlement and to this Agreement. In Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement that either does not be admissible in any ongoing require court approval or future proceedings for any purpose whatsoever, and shall not be that addresses the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant circumstances that led to the terms denial of the approval of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution Settlement Agreement or the request for entry of the Agreementrequired approvals and bar orders.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without amendment material modification or revisionlimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8, 20, 25, and 10 26 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against Independent in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a); if the MDL Court refuses to enter the bar orders Bar Order described in (b) or (c)without material modification; or if the final result of any appeal from the approvals and orders order described in (a), ) or (b), or (c) is that any of the approvals or orders order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against Independent in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and Independent has the right to withdraw its agreement to the Settlement and to this Agreement. In Settlement Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall not be admissible during which time the Parties agree to work together in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant good faith to the terms of this paragraph, then each Party shall be returned attempt to such Party’s respective position immediately prior to such Party’s execution of the Agreementnegotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without amendment material modification or revisionlimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 10 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against TD Bank in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a); if the MDL Court refuses to enter the bar orders Bar Order described in (b) or (c)without material modification; or if the final result of any appeal from the approvals and orders order described in (a), ) or (b), or (c) is that any of the approvals or orders order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against TD Bank in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and TD Bank has the right to withdraw its agreement to the Settlement and to this Agreement. In Settlement Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall not be admissible during which time the Parties agree to work together in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant good faith to the terms of this paragraph, then each Party shall be returned attempt to such Party’s respective position immediately prior to such Party’s execution of the Agreementnegotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each is an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without amendment material modification or revisionlimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8 and 10 20 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against the SG Defendants in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a); if the MDL Court refuses to enter the bar orders Bar Order described in (b) or (c)without material modification; or if the final result of any appeal from the approvals and orders order described in (a), ) or (b), or (c) is that any of the approvals or orders order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against the SG Defendants in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and the SG Defendants has the right to withdraw its agreement to the Settlement and to this Agreement. In Settlement Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null twenty-one (21) days after the notice of same, during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement. For purposes of this Section VI, the Party making the election to withdraw has the sole and void absolute discretion to determine whether a modification or limitation to the approvals or Bar Order described in (a) or (b) is material. Further, the Parties agree that for the purposes of both this paragraph and Paragraph 20, the Bar Order ultimately entered by the MDL Court or as modified as a result of no further effect whatsoeverany appeal will be considered to be substantially in the form of Exhibit B notwithstanding any determination by the MDL Court, the Fifth Circuit, the United States Supreme Court, or any other court that the Bar Order shall not be admissible in any ongoing release, or future proceedings for any purpose whatsoeverbar the claims of, and shall a person or group of persons who are not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant Parties to the terms of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution of Rotstain Litigation or the AgreementXxxxx Litigation.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ ' agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) the entry by the TIP Court in the TIP Proceeding of the TIP Order in substantially the form required by Section I. ¶ 26; (b) the approval by the Receivership Court of the Settlement and the terms of this Agreement without amendment or revision; (b) and the entry by the Receivership Court of the Bar Order and Judgment in the SEC Action in exactly the form Receivership Case without material amendment or revision from that attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); “E;” (c) entry by that the Court TIP Order become Final prior to the conclusion of the Judgment Final Approval Hearing pursuant to the provisions of Section I. ¶ 11 and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)Section IV. ¶ 37; and (d) all such approvals the Bar Order and orders becoming Judgment become Final, pursuant to Paragraphs 9 the provisions of Section I. ¶ 11 and 10 Section IV. ¶ 38 of this Agreement. If the Court does not provide the approvals described in (a); if the TIP Court refuses to enter the bar orders TIP Order described in (a) and/or the Receivership Court refuses to enter the Bar Order and Judgment described in (b) without material modification or limitation; or if the TIP Order described in (c)a) does not become Final prior to the conclusion of the Final Approval Hearing; or if the final result of any appeal from the approvals and orders described in (a), ) and (b), or (c) is that any either of the approvals or orders are is not affirmed, in their its entirety and without material modification or limitation, then any CRI Party has the right to withdraw its agreement to the Settlement and to this AgreementAgreement by providing to all other Parties written notice of such withdrawal, within fourteen (14) days of the order, judicial determination or failure of finality giving rise to such right to withdraw. In For purposes of this Section V., the Party making the election to withdraw has the sole and absolute discretion to determine whether a modification or limitation to the Orders described in (a) or (b) is material. ln addition, any of the CRI Parties, in their sole and absolute discretion, may, but are not required to, withdraw from this Agreement if the Bar Order and Judgment do not, require the dismissal of any suit or claim, whether by complaint, counterclaim, third-party claim or otherwise, involving any Settled Claim that is filed against any of the CRI Released Parties between the Execution Date and the Settlement Effective Date. Such withdrawal must be by written notice to all Parties within fourteen (14) days of the occurrence or failure of occurrence of the event that any Party withdraws its agreement giving rise to the Settlement right to withdraw. The Parties do not have the right to withdraw from, or this Agreement as allowed in this paragraphotherwise terminate, this Agreement will be null and void and of no further effect whatsoever, shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be reason other than the subject reasons identified in this Section V. ¶ 56 or basis as provided for any claims by any Party against any other Partyin Section IX. ¶ 84 below entitled “Severability.” If any CRI Party withdraws elects to exercise its right to withdraw from this Settlement Agreement pursuant to after the terms of this paragraphBar Order and Judgment is entered in the SEC Receivership Case but before the Bar Order and Judgment becomes Final, then each Party shall be returned the other Parties agree not to such oppose any motion to vacate the Bar Order and Judgment filed by the withdrawing Party’s respective position immediately prior to such Party’s execution of the Agreement.

Right to Withdraw. The Parties represent and acknowledge that each of the following were terms was necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Settlement Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) MDL Court approval of the Settlement and the terms of this Settlement Agreement without amendment material modification or revisionlimitation; (b) entry by the MDL Court of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court of the Judgment and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); and (d) all such approvals and orders becoming Final, pursuant to Paragraphs 9 8, 20, 25, and 10 26 of this Settlement Agreement; and (d) the subsequent Final dismissal with prejudice of all claims against Independent in the Rotstain Litigation and the Xxxxx Litigation. If the MDL Court does not refuses to provide the approvals described in (a); if the MDL Court refuses to enter the bar orders Bar Order described in (b) or (c)without material modification; or if the final result of any appeal from the 35444706v.2 35468024v.2 approvals and orders order described in (a), ) or (b), or (c) is that any of the approvals or orders order are not affirmed, affirmed in their entirety and without material modification or limitation; or if the claims against Independent in the Rotstain Litigation or the Xxxxx Litigation are not fully and finally dismissed with prejudice, then any Party of the Receiver, the Committee and Independent has the right to withdraw its agreement to the Settlement and to this Agreement. In Settlement Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall not be admissible during which time the Parties agree to work together in any ongoing or future proceedings for any purpose whatsoever, and shall not be the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant good faith to the terms of this paragraph, then each Party shall be returned attempt to such Party’s respective position immediately prior to such Party’s execution of the Agreementnegotiate an alternative settlement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ agreement to this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) the entry by the TIP Court in the TIP Proceeding of the TIP Order in substantially the form required by Section I. ¶ 26; (b) the approval by the Receivership Court of the Settlement and the terms of this Agreement without amendment or revision; (b) and the entry by the Receivership Court of the Bar Order and Judgment in the SEC Action in exactly the form Receivership Case without material amendment or revision from that attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court); “E;” (c) entry by that the Court TIP Order become Final prior to the conclusion of the Judgment Final Approval Hearing pursuant to the provisions of Section I. ¶ 11 and Bar Order in the Committee Litigation in exactly the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)Section IV. ¶ 37; and (d) all such approvals the Bar Order and orders becoming Judgment become Final, pursuant to Paragraphs 9 the provisions of Section I. ¶ 11 and 10 Section IV. ¶ 38 of this Agreement. If the Court does not provide the approvals described in (a); if the TIP Court refuses to enter the bar orders TIP Order described in (a) and/or the Receivership Court refuses to enter the Bar Order and Judgment described in (b) without material modification or limitation; or if the TIP Order described in (c)a) does not become Final prior to the conclusion of the Final Approval Hearing; or if the final result of any appeal from the approvals and orders described in (a), ) and (b), or (c) is that any either of the approvals or orders are is not affirmed, in their its entirety and without material modification or limitation, then any CRI Party has the right to withdraw its agreement to the Settlement and to this AgreementAgreement by providing to all other Parties written notice of such withdrawal, within fourteen (14) days of the order, judicial determination or failure of finality giving rise to such right to withdraw. In For purposes of this Section V., the Party making the election to withdraw has the sole and absolute discretion to determine whether a modification or limitation to the Orders described in (a) or (b) is material. ln addition, any of the CRI Parties, in their sole and absolute discretion, may, but are not required to, withdraw from this Agreement if the Bar Order and Judgment do not, require the dismissal of any suit or claim, whether by complaint, counterclaim, third-party claim or otherwise, involving any Settled Claim that is filed against any of the CRI Released Parties between the Execution Date and the Settlement Effective Date. Such withdrawal must be by written notice to all Parties within fourteen (14) days of the occurrence or failure of occurrence of the event that any Party withdraws its agreement giving rise to the Settlement right to withdraw. The Parties do not have the right to withdraw from, or this Agreement as allowed in this paragraphotherwise terminate, this Agreement will be null and void and of no further effect whatsoever, shall not be admissible in any ongoing or future proceedings for any purpose whatsoever, and shall not be reason other than the subject reasons identified in this Section V. ¶ 56 or basis as provided for any claims by any Party against any other Partyin Section IX. ¶ 84 below entitled “Severability.” If any CRI Party withdraws elects to exercise its right to withdraw from this Settlement Agreement pursuant to after the terms of this paragraphBar Order and Judgment is entered in the SEC Receivership Case but before the Bar Order and Judgment becomes Final, then each Party shall be returned the other Parties agree not to such oppose any motion to vacate the Bar Order and Judgment filed by the withdrawing Party’s respective position immediately prior to such Party’s execution of the Agreement.

Right to Withdraw. The Parties represent and acknowledge that the following were necessary to the Parties’ Committee’s, the Receiver’s, and Trustmark’s agreement to enter into this Settlement, are each an essential term of the Settlement and this Agreement, and that the Settlement would not have been reached in the absence of these terms: (a) Court court approval in both the SEC 18 Action and the Xxxxxxx Litigation of the Settlement and the terms of this Agreement without amendment or revision; (b) entry by the Court court in the SEC Action of the Bar Order in the SEC Action in exactly substantially the form attached hereto as Exhibit C, with no revisions, additions, deletions, or amendment (except that the blanks in the form may be filled in as appropriate by the Court)B; (c) entry by the Court in the Xxxxxxx Litigation of the Judgment and Bar Order in the Committee Litigation in exactly substantially the form attached hereto as Exhibit D, with no revisions, additions, deletions, or amendment C; (except that the blanks d) entry in the form may be filled Rotstain Litigation and the Xxxxx Litigation of orders dismissing Trustmark and all claims against it with prejudice and a final judgment as to Trustmark in as appropriate by the Court)both cases; and (de) all such approvals approvals, dismissals, and orders becoming Final, Final pursuant to Paragraphs 9 7, 19, 25, and 10 26 of this Agreement. If the Court does not court in either the SEC Action or the Xxxxxxx Litigation refuses to provide the approvals described in (a); if the Court Paragraph 36(a) or refuses to enter the bar orders described in (bParagraphs 36(b) or (c) without material modification or limitation; or if the court in either the Rotstain Litigation or the Xxxxx Litigation refuses to enter an order dismissing with prejudice all claims in those cases against Trustmark or refuses to enter a final judgment as to Trustmark and all claims against it as described in Paragraph 36(d); or if the final result of any appeal from the approvals approvals, dismissals, orders, and orders final judgments described in (aParagraphs 36(a), (b), (c), or (cd) is that any of the approvals approvals, dismissals, orders, or orders final judgments are not affirmed, affirmed in their entirety and without material modification or limitation, then any Party has the Receiver, the Committee, and Trustmark each have the right to withdraw its their agreement to the Settlement and to this Agreement. In Agreement by providing to all other Parties written notice of such withdrawal within fourteen (14) days of the event that any Party withdraws its agreement order or judicial determination giving rise to the Settlement or this Agreement as allowed in this paragraph, this Agreement right to withdraw. The effective date of the withdrawal will be null and void and twenty-one (21) days after the notice of no further effect whatsoeversame, shall during which time the Parties agree to work together in good faith to attempt to negotiate an alternative settlement that either does not be admissible in any ongoing require court approval or future proceedings for any purpose whatsoever, and shall not be that addresses the subject or basis for any claims by any Party against any other Party. If any Party withdraws from this Agreement pursuant circumstances that led to the terms denial of the approval of this paragraph, then each Party shall be returned to such Party’s respective position immediately prior to such Party’s execution Settlement Agreement or the request for entry of the Agreementrequired approvals and bar orders.