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BOOK 21 PAGF 8S8 <br />Settlement Amount includes full payment of all delinquent pre-petition taxes <br />owed by the Debtors through the Tax Period. The Settlement Amount <br />represents the full and final settlement for the Claim and any and all <br />Unclaimed Accounts for the Tax Period, which was or could have been, or <br />may be, raised in any proof of claim or objection to proof of claim or <br />otherwise. <br />2. Other than as provided for in this Agreement, Claimant will not receive any <br />distributions on account of any proofs of claim or scheduled claims, <br />including the Claim, it may have filed in the Debtors' Chapter 11 cases. All <br />proofs of claim and scheduled liabilities of Claimant may require Claimant's <br />execution of an Agreed Order for Claim resolution purposes. <br />3. Claimant and the Debtors agree that the Settlement Amount constitutes full <br />and final payment for the claim and any and all Unclaimed Accounts and <br />Claimant shall provide to the Debtors, within twenty (20) days of receipt of <br />the Settlement Amount, fully paid tax receipts on the claim and any and all <br />Unclaimed Accounts. Upon receipt of the Settlement Amount, Claimant, its <br />directors, officers, affiliates, agents, employees, successors, assigns, and/or <br />any party directly or indirectly related thereto releases, and holds harmless <br />the Debtors and/or its current or former directors, officers, affiliates, agents, <br />servants, employees, successors, transferees, assigns and/or any party <br />directly or indirectly related thereto (the "Tax parties") from and against any <br />and all actions, petitions, orders, claims, penalties, losses, or demands <br />made, imposed on or asserted against the Tax Parties, together with all <br />expenses, costs, losses, and damages against the Tax parties, directly or <br />indirectly, arising out of or in connection with the Claim, the Unclaimed <br />Accounts or any other matter set forth in Section 1 above. Further and upon <br />receipt of the Settlement Amount, Claimant shall (i) forever waive its right to <br />payment (other than the Settlement Amount payment) for any and all taxes, <br />interest and penalties relating to any period that began and ended prior to <br />2007 (the "Tax Period") and (ii) shall discontinue all administrative or judicial <br />actions currently pending, if any, remove all liens, if any, and release and <br />waive forever Claimant's right to assert a claim against Debtors' past, <br />present, and future directors, officers, and employees for any claim for <br />taxes, interest or penalties relating to the Tax Period that Debtors have <br />failed to remit, including any claim arising out of or in connection with the <br />Claim or any other matter set forth in Section 1 above. <br />4. Claimant further agrees that its sole remedy for the Claim and the <br />Unclaimed Accounts is payment of the Settlement Amount pursuant to this <br />Agreement. <br />5. Nothing in this Agreement is intended, nor shall be construed, as <br />superseding the claims reconciliation process except to the extent of the <br />claim and Unclaimed Accounts. Furthermore, nothing in this Agreement is <br />