OMISSION,
REPRESENTATION, COMMUNICATION, CONDUCT OR OTHER MATTER THAT WAS MADE OR COULD
HAVE BEEN MADE THE BASIS OF THE LITIGATION, THAT RELATE TO THE TRUST OR TO ANY
ACTS OR OMISSIONS OF JPMORGAN INDIVIDUALLY AND/OR AS TRUSTEE UNDER THE TRUST
INDENTURE, THE PARTNERSHIP AGREEMENT, OR THE
7
CONVEYANCE.
SUCH RELEASE EXPRESSLY DOES NOT INCLUDE PIONEER OR WOODSIDE OR THE
TRUST'S OBLIGATIONS TO JPMORGAN UNDER THE NOTE.
6.
DISMISSALS AND COVENANTS NOT TO SUE.
CONSISTENT WITH THE
RELEASES CONTAINED IN SECTION 5, THE COURT ORDER PROVIDED FOR IN SECTION 2 SHALL
DISMISS PLAINTIFFS' CLAIMS AGAINST JPMORGAN, BOTH INDIVIDUALLY AND IN ITS
CAPACITY AS TRUSTEE, AND JPMORGAN'S CLAIMS AGAINST PLAINTIFFS FROM THE
LITIGATION WITH PREJUDICE.
THE PARTIES AGREE NOT TO APPEAL SUCH DISMISSAL.
SHOULD ANY OF THE PARTIES FILE SUCH AN APPEAL, THAT PARTY AGREES NOT TO OPPOSE
ANY MOTION TO DISMISS SUCH AN APPEAL FILED BY ANY OF THE OTHER PARTIES AND TO
PAY THE REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY ANY OF THE OTHER
PARTIES IN OBTAINING THAT DISMISSAL OR OTHERWISE INCURRED ON APPEAL.
IT IS THE
INTENT OF THE PARTIES THAT THE CONSIDERATION RECEIVED PURSUANT TO THIS AGREEMENT
SATISFIES AND FINALLY RESOLVES THE CONTROVERSIES RELEASED HEREIN, AND IT IS
EXPRESSLY INTENDED AND AGREED THAT NONE OF THE RELEASING PARTIES SHALL ASSERT
AGAINST ANY OF THE RELEASED PARTIES ANY FUTURE CLAIMS, DIRECTLY OR INDIRECTLY,
BASED ON ANY CONDUCT, ACT, OR OMISSION ENCOMPASSED BY THE RELEASES SET FORTH IN
SECTION 5 OF THIS AGREEMENT.
EFFECTIVE AS OF THE COURT APPROVAL DATE, JPMORGAN
ALSO WAIVES AND WILL NOT ASSERT ANY CLAIMS AGAINST ANY OF THE PARTIES FOR
REIMBURSEMENT, CONTRIBUTION, OR INDEMNITY IN THE EVENT OF ANY CLAIMS BY A THIRD
PARTY TO THIS AGREEMENT.
7.
DENIAL OF LIABILITY.
THE PARTIES AGREE THAT THIS AGREEMENT SHALL
NEITHER CONSTITUTE NOR BE CONSTRUED AS AN ADJUDICATION OR FINDING ON THE MERITS
OF ANY OF THE ALLEGATIONS RAISED IN THE LITIGATION AND SHALL NOT IN ANY MANNER
CONSTITUTE OR BE DEEMED TO BE AN ADMISSION OF LIABILITY OR CULPABILITY ON THE
PART OF ANY OF THE PARTIES, ALL SUCH LIABILITY BEING EXPRESSLY DENIED.
8.
DATE AND COUNTERPARTS.
THE EFFECTIVE DATE OF THIS AGREEMENT
SHALL BE THE LAST DATE IT IS EXECUTED BY ANY OF THE PARTIES, SUBJECT TO THE
COURT APPROVAL AND ORDER REQUIRED IN SECTION 2 ABOVE.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE IDENTICAL, SEPARATE COUNTERPARTS, EACH OF WHICH SHALL BE
AN ORIGINAL AS AGAINST THE PARTY WHO SIGNED IT, AND ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.
MISCELLANEOUS.
THE PARTIES FURTHER AGREE AS FOLLOWS:
A.
THE HEADINGS USED IN THIS AGREEMENT ARE FOR THE SAKE OF
CONVENIENCE AND SHALL NOT BE READ TO MODIFY OR LIMIT THE TEXT OF THE PARAGRAPHS
THEY PRECEDE.
B.
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDES ALL PRIOR PROPOSALS, NEGOTIATIONS, AGREEMENTS, AND
UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF, AND NONE OF THE PARTIES IS
RELYING UPON ANY STATEMENT, REPRESENTATION, OR PROMISE THAT IS NOT