Common use of Release of the Settlement Note Holders Clause in Contracts

Release of the Settlement Note Holders. On and effective as of the Effective Date, and without the need for the execution and delivery of additional documentation or the entry of any additional orders of the Bankruptcy Court, except as expressly provided in this Agreement and the Plan, the WMI Entities, each of the Debtors’ estates, the Reorganized Debtors, the JPMC Entities, the FDIC Parties, the Creditors’ Committee, each of their respective subsidiaries and Affiliates and the predecessors, successors and assigns of any of them and any other Person that claims or might claim through, on behalf of or for the benefit of any of the foregoing, whether directly or derivatively (including, without limitation, by or through the Receivership or otherwise) (collectively, the “Non-Settlement Note Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the Settlement Note Holders, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals and the predecessors, successors and assigns of any of these (collectively, the “Settlement Note Releasees”) from any and all claims, demands, rights, liabilities or causes of action, of any and every kind, character or nature whatsoever, in law or in equity, known or unknown (including, Unknown Claims), whether asserted or unasserted, which the Non- Settlement Note Releasors, or any of them, or anyone claiming through them, on their behalf or for their benefit, have or may have or claim to have, now or in the future, against any Settlement Note Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with the Plan Contribution Assets, the Debtors’ Claims, the JPMC Claims, the FDIC Claim, the Purchase and Assumption Agreement, the creation of the Trust Preferred Securities, the financing associated therewith, the requested assignment of the Trust Preferred Securities by the Office of Thrift Supervision, the transfer and the asserted assignment of the Trust Preferred Securities subsequent thereto, the Chapter 11 Cases and the negotiation, confirmation and consummation of the Plan and this Agreement or any claim, act, fact, transaction , occurrence, statement, or omission in connection with or alleged or that could have been alleged in the Related Actions, including, without limitation, any such claim, demand, right, liability, or cause of action for indemnification, contribution, or any other basis in law or equity for damages, costs or fees incurred by the Non-Settlement Note Releasors arising directly or indirectly from or otherwise relating to the Related Actions (collectively, the “Settlement Note Released Claims”). Notwithstanding anything contained in this Section 3.4 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall have the effect of releasing, the Settlement Note Holders from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.4 hereto and entered into among any of the Settlement Note Holders, on the one hand, and either of the WMI Entities, on the other hand, during the period subsequent to the Petition Date and (b) each Non-Settlement Note Releasor shall retain the right to assert any and all Settlement Note Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Settlement Note Releasor is sued on any Settlement Note Released Claim by a Settlement Note Releasee or any other person or entity (but solely as a defense against the claims of such person or entity and not for purposes of obtaining an affirmative recovery) and such Settlement Note Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.4 were not effective.

Release of the Settlement Note Holders. On and effective as of the Effective Date, and without the need for the execution and delivery of additional documentation or the entry of any additional orders of the Bankruptcy Court, except as expressly provided in this Agreement and the Plan, the WMI Entities, each of the Debtors’ estates, the Reorganized Debtors, the JPMC Entities, the FDIC Parties, the Creditors’ Committee, each of their respective subsidiaries and Affiliates and the predecessors, successors and assigns of any of them and any other Person that claims or might claim through, on behalf of or for the benefit of any of the foregoing, whether directly or derivatively (including, without limitation, by or through the Receivership or otherwise) (collectively, the “Non-Settlement Note Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the Settlement Note Holders, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals and the predecessors, successors and assigns of any of these (collectively, the “Settlement Note Releasees”) from any and all claims, demands, rights, liabilities or causes of action, of any and every kind, character or nature whatsoever, in law or in equity, known or unknown (including, Unknown Claims), whether asserted or unasserted, which the Non- Settlement Note Releasors, or any of them, or anyone claiming through them, on their behalf or for their benefit, have or may have or claim to have, now or in the future, against any Settlement Note Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with the Plan Contribution Assets, the Debtors’ Claims, the JPMC Claims, the FDIC Claim, the Purchase and Assumption Agreement, the creation of the Trust Preferred Securities, the financing associated therewith, the requested assignment of the Trust Preferred Securities by the Office of Thrift Supervision, the transfer and the asserted assignment of the Trust Preferred Securities subsequent thereto, the Chapter 11 Cases and the negotiation, confirmation and consummation of the Plan and this Agreement or any claim, act, fact, transaction transaction, occurrence, statement, or omission in connection with or alleged or that could have been alleged in the Related Actions, including, without limitation, any such claim, demand, right, liability, or cause of action for indemnification, contribution, or any other basis in law or equity for damages, costs or fees incurred by the Non-Settlement Note Releasors arising directly or indirectly from or otherwise relating to the Related Actions (collectively, the “Settlement Note Released Claims”). Notwithstanding anything contained in this Section 3.4 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall have the effect of releasing, the Settlement Note Holders from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.4 hereto and entered into among any of the Settlement Note Holders, on the one hand, and either of the WMI Entities, on the other hand, during the period subsequent to the Petition Date and (b) each Non-Settlement Note Releasor shall retain the right to assert any and all Settlement Note Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Settlement Note Releasor is sued on any Settlement Note Released Claim by a Settlement Note Releasee or any other person or entity (but solely as a defense against the claims of such person or entity and not for purposes of obtaining an affirmative recovery) and such Settlement Note Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.4 were not effective.

Release of the Settlement Note Holders. On and effective as of the Effective Date, and without the need for the execution and delivery of additional documentation or the entry of any additional orders of the Bankruptcy Court, except as expressly provided in this Agreement and the Plan, the WMI Entities, each of the Debtors’ estates, the Reorganized Debtors, the JPMC Entities, the FDIC Parties, the Creditors’ Committee, each of their respective subsidiaries and Affiliates and the predecessors, successors and assigns of any of them and any other Person that claims or might claim through, on behalf of or for the benefit of any of the foregoing, whether directly or derivatively (including, without limitation, by or through the Receivership or otherwise) (collectively, the “Non-Settlement Note Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the Settlement Note Holders, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals and the predecessors, successors and assigns of any of these (collectively, the “Settlement Note Releasees”) from any and all claims, demands, rights, liabilities or causes of action, of any and every kind, character or nature whatsoever, in law or in equity, known or unknown (including, Unknown Claims), whether asserted or unasserted, which the Non- Non-Settlement Note Releasors, or any of them, or anyone claiming through them, on their behalf or for their benefit, have or may have or claim to have, now or in the future, against any Settlement Note Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with the Plan Contribution Assets, the Debtors’ Claims, the JPMC Claims, the FDIC Claim, the Purchase and Assumption Agreement, the creation of the Trust Preferred Securities, the financing associated therewith, the requested assignment of the Trust Preferred Securities by the Office of Thrift Supervision, the transfer and the asserted assignment of the Trust Preferred Securities subsequent thereto, the Chapter 11 Cases and the negotiation, confirmation and consummation of the Plan and this Agreement or any claim, act, fact, transaction transaction, occurrence, statement, or omission in connection with or alleged or that could have been alleged in the Related Actions, including, without limitation, any such claim, demand, right, liability, or cause of action for indemnification, contribution, or any other basis in law or equity for damages, costs or fees incurred by the Non-Settlement Note Releasors arising directly or indirectly from or otherwise relating to the Related Actions (collectively, the “Settlement Note Released Claims”). Notwithstanding anything contained in this Section 3.4 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall have the effect of releasing, the Settlement Note Holders from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.4 hereto and entered into among any of the Settlement Note Holders, on the one hand, and either of the WMI Entities, on the other hand, during the period subsequent to the Petition Date and (b) each Non-Settlement Note Releasor shall retain the right to assert any and all Settlement Note Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Settlement Note Releasor is sued on any Settlement Note Released Claim by a Settlement Note Releasee or any other person or entity (but solely as a defense against the claims of such person or entity and not for purposes of obtaining an affirmative recovery) and such Settlement Note Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.4 were not effective.