ON THE MOTION TO ALL BENEFICIARIES OF THE TRUST IN ACCORD WITH SECTIONS
115.015 AND 115.016 OF THE TEXAS TRUST CODE.
THE COSTS OF PROVIDING THE NOTICE
SHALL BE BORNE BY THE TRUST.
D.
THE PARTIES SHALL SUBMIT A PROPOSED ORDER APPROVING THE MOTION
AND THIS AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT 4 TO THIS
AGREEMENT.
E.
A NECESSARY PREREQUISITE TO THE ENFORCEABILITY OF THIS AGREEMENT
IS EXECUTION BY THE COURT OF AN ORDER SUBSTANTIALLY IN THE FORM OF EXHIBIT 4
ATTACHED HERETO THAT SPECIFICALLY 1) APPROVES THIS AGREEMENT, 2) FINDS THAT THIS
AGREEMENT IS IN THE BEST INTEREST OF THE TRUST AND THE
UNITHOLDERS/BENEFICIARIES, 3) ACCEPTS JPMORGAN'S
5
RESIGNATION AS TRUSTEE OF THE TRUST, AND 4) DISMISSES THE CLAIMS BETWEEN THESE
PARTIES RELATING TO THE TRUST WITH PREJUDICE.
3.
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES.
EACH OF THE
PARTIES TO THIS AGREEMENT ACKNOWLEDGES, REPRESENTS, AND WARRANTS TO THE OTHER
PARTIES HERETO AS FOLLOWS:
A.
THIS AGREEMENT IS THE PRODUCT OF ARMS-LENGTH NEGOTIATIONS BETWEEN
THE PARTIES;
B.
THAT HE, SHE, OR IT HAS BEEN FULLY INFORMED AND HAS FULL
KNOWLEDGE OF THE TERMS, CONDITIONS, AND EFFECTS OF THIS AGREEMENT AND IS RELYING
ON HIS, HER, OR ITS OWN JUDGMENT IN EXECUTING THIS AGREEMENT;
C.
THAT HE, SHE, OR IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL
COUNSEL OF HIS, HER, OR ITS CHOICE THROUGHOUT ALL NEGOTIATIONS PRECEDING
EXECUTION OF THIS AGREEMENT AND HAS RECEIVED THE ADVICE OF SUCH ATTORNEYS IN
ENTERING INTO THIS AGREEMENT AND SUCH ATTORNEYS HAVE FULLY INFORMED HIM, HER, OR
IT OF THE CONTENT AND LEGAL CONSEQUENCES OF THIS AGREEMENT AND THE ACTIONS
CONTEMPLATED HEREIN;
D.
THAT HE, SHE, OR IT, EITHER DIRECTLY OR THROUGH INDEPENDENTLY
RETAINED ATTORNEYS, HAS FULLY INVESTIGATED TO HIS, HER, OR ITS SATISFACTION ALL
FACTS SURROUNDING THE VARIOUS CLAIMS, CONTROVERSIES, AND DISPUTES AND IS FULLY
SATISFIED WITH THE TERMS AND EFFECTS OF THIS AGREEMENT;
E.
THAT NO PROMISE OR INDUCEMENT HAS BEEN OFFERED OR MADE TO HIM,
HER, OR IT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT;
F.
THAT THIS AGREEMENT IS EXECUTED WITHOUT RELIANCE ON ANY
STATEMENT OR REPRESENTATION BY JPMORGAN, EITHER INDIVIDUALLY OR AS TRUSTEE, ANY
AGENT OF JPMORGAN, ANY THIRD PARTY, OR ANY THIRD PARTY'S AGENT, OTHER THAN
EXPRESSLY CONTAINED IN THIS AGREEMENT, AND THAT THIS AGREEMENT SUPERSEDES ALL
PRIOR NEGOTIATIONS AND DISCUSSIONS;
G.
THAT HE, SHE, OR IT IS THE SOLE OWNER OF THE CLAIMS OR CAUSES OF
ACTION THAT HE, SHE, OR IT HAS RELEASED IN THIS AGREEMENT AND THAT HE, SHE, OR
IT HAS NOT PREVIOUSLY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER
ANY INTEREST IN ANY SUCH CLAIMS OR CAUSES OF ACTION TO ANY OTHER PERSON OR
ENTITY;
H.
THAT HE, SHE, OR IT IS NOT IN A DISPARATE BARGAINING POSITION
WITH RESPECT TO THE NEGOTIATION OF THIS AGREEMENT AND IS EXECUTING THIS
AGREEMENT OF HIS, HER, OR ITS OWN FREE WILL, ACT, AND DEED; AND
I.
THAT HE, SHE, OR IT HAS FULL AUTHORITY TO ENTER INTO THIS
AGREEMENT AND IS COMPETENT TO DO