WHEREAS, pursuant to a separate agreement that was negotiated confidentially by the Trustee and JPMorgan, to which the FDIC is not a party and which imposes no obligations on the FDIC, the Trustee and JPMorgan have agreed to enter into this Settlement Agreement and to other terms in order to settle all disputes between them, including all claims alleged in the WMB Action by the Trusts against JPMorgan and any other claims that the Trusts have against JPMorgan under the Governing Agreements (the "Trustee~JPMorgan Agreement").