Common use of Release of WMI Entities Clause in Contracts

Release of WMI Entities. 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, the Appellants and each of their respective assigns, advisors, representatives, members of his or her immediate family, heirs, executors, estates and administrators or 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 (the “Appellant Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them (collectively, the “WMI Releasees”) from any and all past, present and future 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, whether asserted or unasserted, which the Appellants, 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 WMI Releasee that are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (as applicable), the Subrogation Claims, the Asserted Claim (including, without limitation, the Committee Letter and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicable), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoing, 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 Appellants arising directly or indirectly from or otherwise relating to the foregoing (the “WMI/Appellant Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 or elsewhere to the contrary, the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement.

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee, the FDIC Parties and each of the Settlement Note Holders, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT the Creditors’ Committee in the Chapter 11 Cases either (a) pursuant to an order of the Bankruptcy Court other than ordinary course professionals or (b) as set forth on Schedule 3.1(a) hereto (collecively, the “Retained Professionals”), and the predecessors, successors and assigns of any of them (collectively, but excluding the Persons set forth on Exhibit “BB” hereto (the “Excluded Parties”), the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon-Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.1(b) hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non-Debtor Releasors, on the other hand, during the period subsequent to the Petition Date, (ii) with respect to the FDIC Parties only, and subject to the terms and provisions of Section 3.6 hereof, any Person (other than any Person serving as a current director or officer of WMI or WMB or their subsidiaries or Affiliates) from any enforcement or regulatory action by the FDIC Parties or such other claims or causes of action which the FDIC Parties have against the Excluded Parties, (iii) with respect to the FDIC Parties only, and solely to the extent of an action commenced by or for the benefit of a WMI Releasee, any claims or rights that the FDIC Parties may have to intervene in any such action solely to assert that such action is a derivative action that, as a matter of law, belongs to the FDIC Parties, and not for purposes of obtaining an affirmative recovery against such WMI Releasee with regard to the WMI Released Claims and (iv) any avoidance action or claim objection regarding an Excluded Party or a WMI Releasee, (b) each Non-Debtor Releasor shall retain the right to assert any and all WMI Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Debtor Releasor 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 WMI Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.1 were not effective, and (c) solely to the extent any governmental authority obtains or enters an order directing restitution for the criminal or otherwise wrongful acts, (i) such orders shall be for the benefit of the FDIC Receiver as successor to WMB and (ii) if WMI or JPMC receives any payment in respect of any such order, such entity shall (1) hold such amounts in trust for the FDIC Receiver as successor to WMB, (2) promptly notify the FDIC Receiver of its receipt of such payment and (3) remit such funds to the FDIC Receiver for the benefit of the Receivership.

Release of WMI Entities. 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, (i) the Appellants Insurers and 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 “Insurer Releasors”), and (ii) the D&O Claimants and each of their respective assigns, advisors, representatives, members of his or her immediate family, heirs, executors, estates and administrators or 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 (the “Appellant D&O Releasors” and, together with the Insurer Releasors, the “Non-Debtor Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them (collectively, the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsInsurers or D&O Claimants, 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (as applicable), the Subrogation Claims, the Asserted Claim (including, without limitation, the Committee Letter and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicable), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoing, 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing (the “WMI/Appellant WMI Released Claims”). Further, the Appellant D&O Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “BG”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement. 13 Section 3.2. Release of the D&O Claimants. Subject to the payment in full of the Settlement Amount, 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, (i) the Insurer Releasors and (ii) the WMI Entities, each of the Debtors’ estates, and the Reorganized Debtors and each of the foregoing’s 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 Debtors, the receivership of WMB’s assets or otherwise) (the “WMI Releasors” and, together with the Insurer Releasors, the “Non-D&O Releasors”), shall be deemed to have irrevocably and unconditionally, fully, finally and forever waived, released, acquitted and discharged the D&O Claimants, Rotella, Schneider, Casey, Williams, and each of their respective assigns, advisors, representatives, members of his or her immediate family, heirs, executors, estates and administrators (collectively, the “D&O Releasees”), from any and all past, present and future 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-D&O 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 D&O Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Committee Letter, the Demand Letters, the Asserted Claim, the D&O Litigation, the Indemnification Claims (as applicable), the Subrogation Claims, the Carrier Litigation, the Released Avoidance Actions and the Outsider Director Non-Indemnity Claims (as applicable), or any claim, act, fact, transaction, occurrence, statement or omission in connection with or alleged or that could have been alleged in relation to any of the foregoing 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-D&O Releasors arising directly or indirectly from or otherwise relating to the Committee Letter, the Demand Letters, the Asserted Claim, the D&O Litigation, the Indemnification Claims, the Subrogation Claims, the Carrier Litigation, the Released Avoidance Actions or the Outside Director Non-Indemnity Claims (collectively, the “D&O Released Claims”); provided, however, that, notwithstanding anything contained in this Agreement to the contrary, the Insurers may assert against Rotella, Schneider, Xxxxx and Xxxxxxxx any defense or counterclaim they deem necessary to the extent that Rotella, Schneider, Xxxxx or Xxxxxxxx assert any claim against them or seek coverage from the Insurers notwithstanding the terms of this Agreement; and, provided, further, that, notwithstanding anything contained in this Section 3.2 or elsewhere to the contrary, the foregoing is not intended to release, nor shall it have the effect of releasing, (i) the Excluded Claims and (ii) the D&O Releasees from the performance of their obligations in accordance with this Agreement. Section 3.3.

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee and the FDIC Parties, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT the Creditors’ Committee in the Chapter 11 Cases either (a) pursuant to an order of the Bankruptcy Court other than ordinary course professionals or (b) as set forth on Schedule 3.1(a) hereto (collectively, the “Retained Professionals”), and the predecessors, successors and assigns of any of them (collectively, but excluding the Persons set forth on Exhibit “BB” hereto (the “Excluded Parties”), the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon- Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement., the written agreements set forth on Schedule 3.1(b) hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non- Debtor Releasors, on the other hand, during the period subsequent to the Petition Date,

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee, the FDIC Parties and each of the Settlement Note Holders, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT the Creditors’ Committee in the Chapter 11 Cases either (a) pursuant to an order of the Bankruptcy Court other than ordinary course professionals or (b) as set forth on Schedule 3.1(a) hereto (collectively, the “Retained Professionals”), and the predecessors, successors and assigns of any of them (collectively, but excluding the Persons set forth on Exhibit “BB” hereto (the “Excluded Parties”), the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon-Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.1(b) hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non-Debtor Releasors, on the other hand, during the period subsequent to the Petition Date, (ii) with respect to the FDIC Parties only, and subject to the terms and provisions of Section 3.6 hereof, any Person (other than any Person serving as a current director or officer of WMI or WMB or their subsidiaries or Affiliates) from any enforcement or regulatory action by the FDIC Parties or such other claims or causes of action which the FDIC Parties have against the Excluded Parties, (iii) with respect to the FDIC Parties only, and solely to the extent of an action commenced by or for the benefit of a WMI Releasee, any claims or rights that the FDIC Parties may have to intervene in any such action solely to assert that such action is a derivative action that, as a matter of law, belongs to the FDIC Parties, and not for purposes of obtaining an affirmative recovery against such WMI Releasee with regard to the WMI Released Claims and (iv) any avoidance action or claim objection regarding an Excluded Party or a WMI Releasee, (b) each Non-Debtor Releasor shall retain the right to assert any and all WMI Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Debtor Releasor 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 WMI Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.1 were not effective, and (c) solely to the extent any governmental authority obtains or enters an order directing restitution for the criminal or otherwise wrongful acts, (i) such orders shall be for the benefit of the FDIC Receiver as successor to WMB and (ii) if WMI or JPMC receives any payment in respect of any such order, such entity shall (1) hold such amounts in trust for the FDIC Receiver as successor to WMB, (2) promptly notify the FDIC Receiver of its receipt of such payment and (3) remit such funds to the FDIC Receiver for the benefit of the Receivership.

Release of WMI Entities. 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, (i) the Appellants Insurers and 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 “Insurer Releasors”), and (ii) the D&O Claimants and each of their respective assigns, advisors, representatives, members of his or her immediate family, heirs, executors, estates and administrators or 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 (the “Appellant D&O Releasors” and, together with the Insurer Releasors, the “Non-Debtor Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them (collectively, the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsInsurers or D&O Claimants, 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (as applicable), the Subrogation Claims, the Asserted Claim (including, without limitation, the Committee Letter and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicable), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoing, 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing (the “WMI/Appellant WMI Released Claims”). Further, the Appellant D&O Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “BG”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement.

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee, the FDIC Parties and each of the Settlement Note Holders, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them them, (collectively, the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon-Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.1 hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non-Debtor Releasors, on the other hand, during the period subsequent to the Petition Date and (b) each Non-Debtor Releasor shall retain the right to assert any and all WMI Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Debtor Releasor 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 WMI Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.1 were not effective.

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee and the FDIC Parties, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT the Creditors’ Committee in the Chapter 11 Cases either (a) pursuant to an order of the Bankruptcy Court other than ordinary course professionals or (b) as set forth on Schedule 3.1(a) hereto (collectively, the “Retained Professionals”), and the predecessors, successors and assigns of any of them (collectively, but excluding the Persons set forth on Exhibit “BB” hereto (the “Excluded Parties”), the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon- Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.1(b) hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non-Debtor Releasors, on the other hand, during the period subsequent to the Petition Date, (ii) with respect to the FDIC Parties only, and subject to the terms and provisions of Section 3.6 hereof, any Person (other than any Person serving as a current director or officer of WMI or WMB or their subsidiaries or Affiliates) from any enforcement or regulatory action by the FDIC Parties or such other claims or causes of action which the FDIC Parties have against the Excluded Parties, (iii) with respect to the FDIC Parties only, and solely to the extent of an action commenced by or for the benefit of a WMI Releasee, any claims or rights that the FDIC Parties may have to intervene in any such action solely to assert that such action is a derivative action that, as a matter of law, belongs to the FDIC Parties, and not for purposes of obtaining an affirmative recovery against such WMI Releasee with regard to the WMI Released Claims and (iv) any avoidance action or claim objection regarding an Excluded Party or a WMI Releasee, (b) each Non-Debtor Releasor shall retain the right to assert any and all WMI Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Debtor Releasor 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 WMI Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.1 were not effective, and (c) solely to the extent any governmental authority obtains or enters an order directing restitution for the criminal or otherwise wrongful acts, (i) such orders shall be for the benefit of the FDIC Receiver as successor to WMB and (ii) if WMI or JPMC receives any payment in respect of any such order, such entity shall (1) hold such amounts in trust for the FDIC Receiver as successor to WMB, (2) promptly notify the FDIC Receiver of its receipt of such payment and (3) remit such funds to the FDIC Receiver for the benefit of the Receivership.

Release of WMI Entities. 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, the Appellants and each of their respective assigns, advisors, representatives, members of his or her immediate family, heirs, executors, estates and administrators or 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 (the “Appellant Releasors”) shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them (collectively, the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, 3 or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknown, whether asserted or unasserted, which the Appellants, 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 WMI Releasee that are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (as applicable), the Subrogation Claims, the Asserted Claim (including, without limitation, the Committee Letter and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicable), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoing, 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 Appellants arising directly or indirectly from or otherwise relating to the foregoing (the “WMI/Appellant Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 or elsewhere to the contrary, the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement. Section 4.

Release of WMI Entities. 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 AgreementAgreement and the Plan, the Appellants JPMC Entities, the Creditors’ Committee, the FDIC Parties and each of the Settlement Note Holders, each of their respective assignssubsidiaries and Affiliates and the predecessors, advisors, representatives, members successors and assigns of his or her immediate family, heirs, executors, estates any of them and administrators or 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 “Appellant Non-Debtor Releasors”) ), shall be deemed to have irrevocably and unconditionally, fully, finally, and forever waived, released, acquitted and discharged the WMI Entities, WMB, each of the Debtors’ estates, the Reorganized Debtors, their respective past or present parent entities, subsidiaries, Affiliates, directors, officers, employees, professionals, including, without limitation, any and all professionals retained by WMI or WMILT in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court other than ordinary course professionals and the predecessors, successors and assigns of any of them them, other than WMB and the Excluded Parties (collectively, excluding the Excluded Parties, the “WMI Releasees”) from any and all past, present and future claims, demands, rights, liabilities, or causes of action of any and every kind, character or nature whatsoever, in law or in equity, known or unknownunknown (including Unknown Claims), whether asserted or unasserted, which the AppellantsNon-Debtor 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 WMI Releasee that are Released Claims or otherwise are based upon, related to, or arise out of or in connection with any of the Indemnification Claims (WMI’s assets or any assets to be received by WMI as applicable)provided herein, the Subrogation Plan Contribution Assets, the JPMC Claims, the Asserted Claim FDIC Claim, the Purchase and Assumption Agreement, the Intercompany Claims, the WMI Accounts, the Disputed Accounts (including, without limitation, any rights of setoff, recoupment, banker’s liens, or similar rights a Non-Debtor Releasor may have against funds in the Disputed Accounts or the WMI Accounts), any intercompany claims on the books of WMI or WMB related to the WaMu Pension Plan and the Lakeview Plan and claims related in any way to the Trust Preferred Securities (including, without limitation, the Committee Letter creation of the Trust Preferred Securities, the retention of the Trust Preferred Securities and the Demand Letters) the D&O Litigation, the Carrier Litigation, the Appeal, the Seattle Litigation, the Outside Director Non-Indemnity Claims (as applicabletransfer of WMI’s interest therein to JPMC), or any claim, act, fact, transaction, occurrence, statement or omission in connection with, or alleged or that could have been alleged in any of the foregoingRelated 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 Appellants Non-Debtor Releasors arising directly or indirectly from or otherwise relating to the foregoing Actions (the “WMI/Appellant WMI Released Claims”). Further, the Appellant Releasors shall be deemed to have irrevocably and unconditionally, fully, finally, and forever granted the releases provided for in Sections 41.6, 41.7 and 41.8 of the Seventh Amended Plan, the forms of which are annexed hereto as Exhibit “B”. Notwithstanding anything contained in this Section 3 3.1 or elsewhere to the contrary, (a) the foregoing is not intended to release, nor shall it have the effect of limiting or releasing, (i) the Excluded Claims, or (ii) the WMI Releasees from the performance of their obligations in accordance with this Agreement, the written agreements set forth on Schedule 3.1 hereto and entered into among either of the WMI Entities, on the one hand, and any of the Non-Debtor Releasors, on the other hand, during the period subsequent to the Petition Date and (ii) any of the Excluded Parties, (b) each Non-Debtor Releasor shall retain the right to assert any and all WMI Released Claims by way of setoff, contribution, contributory or comparative fault or in any other defensive manner in the event that such Non-Debtor Releasor 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 WMI Released Claim shall be determined in connection with any such litigation as if the provisions of this Section 3.1 were not effective and (c) to the extent any governmental authority obtains or enters an order directing restitution for the criminal or otherwise wrongful acts of the Excluded Parties, (i) such orders shall be for the benefit of the FDIC Receiver as successor to WMB and (ii) if WMI or JPMC receives any payment in respect of any such order, such entity shall (1) hold such amounts in trust for WMB, (2) promptly notify the FDIC Receiver of its receipt of such payment and (3) remit such funds to the FDIC Receiver for the benefit of the Receivership.