SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as ofthis 28th day of 

June, 2022, by and between the following undersigned parties ( collectively, "Parties," and each a 

"Party"): the Federal Deposit Insurance Corporation ("FDIC") as Receiver for Colonial Bank 

("FDIC-R"), on the one hand, and Credit Suisse Securities (USA) LLC ("Credit Suisse"), on the 

other. 

WHEREAS: 

Colonial Bank was a depository institution organized and existing under the laws ofthe 

United States and the State ofAlabama. When Colonial Bank was closed, the FDIC was 

appointed Receiver pursuant to 12 U.S.C. § 1821 ( c ). 

In accordance with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of Colonial Bank, including those with respect to its assets. 

FDIC-R represents that among the assets of Colonial Bank to which the FDIC-R 

succeeded were any and all of Colonial Bank's claims, demands, and causes of action arising 

from any action or inaction related to any loss incurred by Colonial Bank. 

FDIC-R is the plaintiff in a residential mortgage-backed securities ("RMBS") lawsuit, 

FDIC as Receiverfor Colonial Bank v. Chase Manhattan Finance Corp., et al., No. 12-cv-06166 

(LLS) (SDNY), pending in the United States District Court for the Southern District ofNew 

York, in which Credit Suisse is a defendant (the "RMBS Action"). The RMBS certificates at 

issue in the RMBS Action as to Credit Suisse are CMALT 2007-A2 1Al5 and CMALT 2007-A3 

1A4 (the "CMALT Certificates"). 

Credit Suisse denies all liability with respect to all claims that the FDIC-R has brought 

against it in the RMBS Action. 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of further litigation of claims asserted against Credit Suisse in 

the RMBS Action. 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payments, and 

releases stated herein, the sufficiency ofwhich consideration is hereby acknowledged, the Parties 

agree, each with the other, as follows: 

1. Payment of the Settlement Funds. As an essential covenant and condition to this 

Agreement, and as consideration for the releases and dismissals contained herein, Credit 

Suisse shall pay or cause to be paid NINETEEN MILLION THREE HUNDRED FIFTY 

THOUSAND DOLLARS ($19,350,000.00) to the FDIC-R ("Settlement Funds") within 

30 days ofthe effective date of this Agreement ("Payment Date"). No portion ofthe 

Settlement Funds is or will be designated or otherwise classified as a civil penalty or fine. 

The effective date ofthis Agreement shall be the later ofthe day upon which the FDIC-R 

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provides Credit Suisse with a current W-9 and wire instructions, and the date upon which 

all Parties shall have executed this Agreement as evidenced by the latest date on the 

signature pages hereto. In the event that the Settlement Funds are not delivered to the 

FDIC-R by the Payment Date, interest shall accrue on all unpaid amounts at the rate of 5 

percent per annum from the Payment Date until the date the FDIC-R receives payment. 

Without waiving any other rights that the FDIC-R may have, in the event that all 

Settlement Funds are not received by the FDIC-R by the Payment Date, then the FDIC-R, 

in its sole discretion, shall have the right to declare this Agreement null and void, shall 

have the right to extend the terms of this Agreement for any period oftime until it 

receives all Settlement Funds (including all accrued interest), and/or shall have the right 

to enforce this Agreement, in which event Credit Suisse agrees to jurisdiction in the 

United States District Court for the District of Columbia. The non-prevailing party in 

any such litigation agrees to pay the other's reasonable attorney's fees. Any decision by 

the FDIC-R to extend the terms of this Agreement or to accept a portion of the Settlement 

Funds shall not prejudice its rights to declare this Agreement null and void at any time 

prior to receipt of all Settlement Funds (including all accrued interest) or to enforce the 

terms of this Settlement Agreement; provided, however, that in the event the FDIC-R 

declares this Agreement null and void, the FDIC-R will return to Credit Suisse any and 

all amounts paid to the FD IC-R under this Agreement. 

2. Dismissal. No later than five business days after the Settlement Funds are received by 

the FDIC-R, the FDIC-R shall move for the entry of an order in the RMBS Action in the 

form of Exhibit A, dismissing with prejudice the claims asserted against Credit Suisse. 

3. FDIC-R Releases. Upon receipt of the Settlement Funds, the FDIC-R hereby releases 

and discharges Credit Suisse and all of its current or former direct or indirect parents, 

subsidiaries, and affiliates, together with each of their respective successors and each of 

their respective current or former shareholders, officers, directors, employees, attorneys 

and other agents, but solely in their capacities as such ("Credit Suisse Releasees"), from 

any and all claims, demands, actions, causes of action, and liabilities of any type, whether 

known or unknown, whether asserted or unasserted, whether disclosed or undisclosed, 

whether accrued or unaccrued, whether fixed or contingent, whether direct or indirect, 

and whether at law or in equity, based upon or relating to Colonial Bank's purchase, 

ownership, or sale of the CMAL T Certificates identified above, including the facts, 

transactions, representations, or omissions alleged in the complaint and amended 

complaints filed in the RMBS Action. For the avoidance of doubt, this release does not 

apply to any claims, demands, actions, causes of action, or liabilities of any type, whether 

known or unknown, whether asserted or unasserted, whether disclosed or undisclosed, 

whether accrued or unaccrued, whether fixed or contingent, whether direct or indirect, 

and whether at law or in equity based upon or relating to Colonial Bank's purchase, 

ownership, or sale of any RMBS certificates other than the CMALT Certificates. 

For the avoidance of doubt, and without limiting the generality of the foregoing in any 

way, it is understood and agreed that the releases set forth in this paragraph 3 release and 

discharge any and all of the claims released in this paragraph that at any time were owned 

or controlled by or could have been asserted by CBG Investments, Inc. ("CBGI"), 

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formerly a subsidiary of Colonial Bank, to the fullest extent the FDIC-R has legal ability 

and authority to release such claims in its capacity as receiver for Colonial Bank. 

4. Reciprocal Releases. Upon entry of the order of dismissal described in paragraph 2 

above, Credit Suisse hereby releases and discharges the FDIC-Rand the FDIC, and each 

of them, and each of their current or former employees, officers, directors, 

representatives, successors, and assigns, from any and all claims, demands, actions, 

causes of action, and liabilities of any type, whether known or unknown, whether asserted 

or unasserted, whether disclosed or undisclosed, whether accrued or unaccrued, whether 

fixed or contingent, whether direct or indirect, and whether at law or in equity, based 

upon or relating to Colonial Bank's purchase, ownership, or sale of the CMALT 

Certificates identified above. 

5. Release of Unknown Claims. Each of the FDIC-Rand Credit Suisse acknowledges that 

it has been advised by its attorneys concerning, and is familiar with, California Civil 

Code Section 1542 and expressly waives any and all provisions, rights, and benefits 

conferred by California Civil Code Section 1542 or any law of any state or territory of the 

United States, or principle of common law, which is similar, comparable, or equivalent to 

the provisions of the California Civil Code Section 1542, including that provision itself, 

which reads as follows: 

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE 

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST 

IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND 

THAT, IF KNOWN BY HIM OR HER WOULD HA VE MATERIALLY AFFECTED 

HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." 

The Parties acknowledge that inclusion of the provisions of this Paragraph 5 of this 

Agreement was a material and separately bargained-for element of this Agreement. The 

Parties further acknowledge that the releases granted herein are specific releases, not 

general releases. 

6. Authority. The FDIC-R represents that under the Federal Deposit Insurance Act, the 

FDIC is authorized to be appointed as receiver for failed depository institutions and that it 

succeeded to all rights, titles, powers, and privileges of Colonial Bank, and any 

shareholder, member, account holder, depositor, officer, and director of Colonial Bank 

with respect to Colonial Bank and the assets of Colonial Bank, including, but not limited 

to, Colonial Bank's claims against Credit Suisse. The FDIC-R further represents that it is 

empowered to sue and complain in any court of law to pursue, inter alia, the claims 

against Credit Suisse asserted in the RMBS Action and that no other person or entity has 

such right. The FDIC-R further represents and warrants that CBGI has been dissolved 

and no longer exists, that none of the released claims that at any time were owned or 

controlled by CBGI, or any interest in such claims, has been assigned, transferred, or 

otherwise given (in whole or in part) to any third parties, and that the FDIC-R has not 

received any information suggesting that any third party intends to assert any such 

released claims that at any time were owned or controlled by CBGI. Notwithstanding the 

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foregoing, subject to Paragraph 7, the FDIC-R represents that it has the authority to 

release all ofthe claims based upon or relating to the purchase, ownership, or sale ofthe 

CMALT Certificates identified above by Colonial Bank or CBGI to the full extent set 

forth in paragraph 3. Each Party represents that it has full authority to enter into this 

Agreement and that it has the full power and authority to bind such Party to each and 

every provision ofthe Agreement. 

7. Certain FDIC Claims Not Released. Notwithstanding the releases in Paragraph 3 

above, the FDIC, in any capacity, shall not release, and expressly preserves fully and to 

the same extent as ifthe Agreement had not been executed (provided, that this provision 

shall not be construed as an acknowledgment that any such claims or causes of action 

exist or are valid): 

a. any claims or causes of action against Credit Suisse or any other person or entity 

for liability, if any, incurred as the maker, endorser or guarantor of any 

promissory note or indebtedness payable or owed by them to the FDIC, to any 

financial institutions in receivership, to other financial institutions, or to any other 

person or entity (including without limitation any claims acquired by the FDIC as 

successor in interest to any financial institutions in receivership or any person or 

entity, excluding for avoidance of doubt any claims or causes of action expressly 

released in the Agreement); 

b. any claims or causes of action against Credit Suisse or any other person or entity 

relating in any way to the London Interbank Offered Rate; 

c. any claims or causes of action against Credit Suisse or any other person or entity 

by or on behalf ofthe FDIC, in any capacity, as a class member in any actions 

that are, are part of, or are related to the consolidated actions, centralized actions, 

or multi-district litigations (i) In re Treaswy Securities Auction Antitrust 

Litigation, MDL No. 2673 (S.D.N.Y.); (ii) In re Interest Rate Swaps Antitrust 

Litigation, MDL No. 2704 (S.D.N.Y.); (iii) In re SSA Bonds Antitrust Litigation, 

No. l:16-cv-03711 (S.D.N.Y.); and (iv) Torsella v. Bank ofAmerica, No. 1 :19-

cv-02438 (S.D.N.Y.); including any successor actions, or in the event the FDIC, 

in any capacity, elects to opt out of any class in any ofthose actions, to any optout claim brought by the FDIC, in any capacity, on the same subject; 

d. any claims or causes of action by the FDIC against Credit Suisse or any other 

person or entity relating in any way to Credit Suisse's performance of duties or 

obligations as trustee for structured finance securities, including but not limited to 

RMBS, purchased by any failed financial institution; 

e. any claims or causes of action by the FDIC in any capacity other than as Receiver 

for Colonial Bank; 

f. any claims or causes of action relating to RMBS certificates other than the 

CMALT Certificates identified above; and 

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g. any claims or causes of action against any person or entity, including, but not 

limited to, Credit Suisse, not expressly released in this Agreement. 

h. Credit Suisse fully reserves all of its rights, claims and defenses relating to any 

claim or causes of action that is not released by the FDIC under this Agreement. 

8. Enforcement. Except as otherwise expressly stated herein, nothing in this Agreement 

shall be construed or interpreted as limiting, waiving, releasing or compromising the 

jurisdiction and authority ofthe FDIC in the exercise of its supervisory or regulatory 

authority or to diminish its ability to institute administrative enforcement proceedings 

seeking removal, prohibition, or any other administrative enforcement action which may 

arise by operation of law, rule, or regulation. 

9. Actions of the United States. Notwithstanding any other provision ofthis Agreement, 

this Agreement shall not be construed or interpreted as waiving, or intending to waive, 

any claims that could be brought by the United States or any department, agency, or 

instrumentality thereof (other than the FDIC-R), including, but not limited to, through the 

United States Department ofJustice or any United States Attorney's Office. 

10. No Confidentiality. Credit Suisse and the FDIC-R acknowledge and agree that this 

Agreement shall not be confidential and will be disclosed pursuant to the FDIC's 

applicable policies, procedures, and other legal requirements, and may be disclosed by 

Credit Suisse. 

11. No Admission of Liability. The Parties each acknowledge and agree that the matters set 

forth in this Agreement constitute the settlement and compromise of disputed claims and 

that the Agreement is not an admission or evidence of liability or the insufficiency of any 

defense by any ofthem regarding any claim, all ofwhich are expressly disputed. The 

Parties further acknowledge that they may not base any claim of waiver or estoppel in 

any other matter upon the execution ofthe Agreement or payment of consideration 

described herein. 

12. Tax Treatment. In accordance with I.R.C. § 162(f), and Treasury Regulation § 1. 162-

21 (b ), the Settlement Funds of $19,350,000.00 are restitution for damage which may be 

caused by the potential violation of a law. 

13. Representations and Acknowledgements. 

a. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more ofthe Parties and all such counterparts when so executed shall 

together constitute the final Agreement, as if one document had been signed by all 

Parties hereto; and each such counterpart, upon execution and delivery, shall be 

deemed a complete original, binding the Party or Parties subscribed thereto upon 

the execution by all Parties to the Agreement. 

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b. Binding Effect. Each ofthe signatories below represents and warrants that he or 

she is authorized to sign this Agreement on behalf ofthe Party for which he or she 

signs, and that he or she has the full power and authority to bind such Party to 

each and every provision ofthe Agreement. The Agreement shall be binding upon 

and inure to the benefit ofthe Parties and their respective heirs, executors, 

administrators, representatives, successors and assigns. 

c. Choice ofLaw. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws ofthe State ofNew 

York, without regard to conflicts of law principles. 

d. Jurisdiction. All Parties hereto submit to the personal jurisdiction ofthe United 

States District Court for the District of Columbia for purposes of implementing 

and enforcing the settlement embodied in this Agreement. 

e. Entire Agreement and Amendments. Except as otherwise provided herein, this 

Agreement constitutes the entire agreement and understanding between and 

among the Parties concerning the matters set forth herein and replaces all prior 

negotiations and terms proposed or discussed, whether in writing or orally, about 

such matters. The Agreement may not be amended or modified except by another 

written instrument signed by the Parties. 

f. Reasonable Cooperation. The Parties agree to cooperate in good faith to 

effectuate all the terms and conditions ofthis Agreement, including doing or 

causing their agents and attorneys to do whatever is reasonably necessary to 

effectuate the signing, delivery, and execution of any documents necessary to 

perform the terms ofthis Agreement. 

g. Advice of Counsel. Each Party hereby acknowledges that it has consulted with 

and obtained the advice of counsel prior to executing this Agreement, and that the 

Agreement has been explained to that Party by his or her counsel. 

h. Notices. Notices required or permitted by this Agreement shall be communicated 

by email and any form of overnight mail or in person to: 

Federal Deposit Insurance Corporation 

Attn: Mark Black (mablack@FDIC.gov) 

Professional Liability & Financial Crimes Section 

Room VS-B 7010 

3501 Fairfax Drive 

Arlington, VA 22226 

and 

David J. Grais ( dgrais@graisellsworth.com) 

Grais & Ellsworth LLP 

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667 Madison Ave., 5th Floor 

New York, New York 10065 

Attorneys.for FDIC-R 

Credit Suisse 

Attn: Jill C. Barnhart, Esq. (iill.barnhart@credit-suisse.com) 

Credit Suisse Securities (USA) LLC 

Eleven Madison A venue 

New York, New York 10010 

and 

Richard Jacobsen ( rj aco bsen@orrick.com) 

Orrick, Herrington &Sutcliffe LLP 

51 West 52nd Street 

New York, New York 10019 

Attorneysfor Credit Suisse 

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IN \VITNESS W'HEREOF, the .Parties hereto have caused this Agreement to be executed by 

each of them or their dnly authorized representatives on the dates hereinafter subscribed, 

FEDERAL DEPOSIT INSURA.NCE 

CORPORATION AS RECEIVER FOR cotr= w-. .,.it • -·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-! 

BY:J 

UH 

b6 I 

' ' 

PRI~THKME:-Kluik:}C.'Bfacl<·-·-·-·-·,·-·-·-·-·-·-·-·-·-·-·-·-·_._i 

TITLE: Counsel 

CRED,lTSUlSSE SECURITIES (~SA) LLC 

BY:j i b6 '·-~··- i - PRIN,tNAME: Ahm Reifenberg ; 

TITLE: Managing Director 
EXHIBIT A 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

COLONIAL BANK, 

No. 12 Civ. 06166 (LLS) 

Plaintiff, 

V. 

FIRST HORIZON ASSET SECURITIES 

INC., FIRST HORIZON HOME LOAN 

CORPORATION, CREDIT SUISSE 

SECURITIES (USA) LLC, DEUTSCHE 

BANK SECURITIES INC., FTN 

FINANCIAL SECURITIES CORP., HSBC 

SECURITIES (USA) INC., RBS 

SECURITIES INC., UBS SECURITIES 

LLC, and WELLS FARGO ASSET 

SECURITIES CORPORATION, et al., 

Defendants. 

STIPULATION AND [PROPOSED] ORDER REGARDING 

PARTIAL DISMISSAL WITH PREJUDICE 

Pursuant to Federal Rule of Civil Procedure 41(a), Plaintiff Federal Deposit Insurance 

Corporation as Receiver for Colonial Bank and Defendant Credit Suisse Securities (USA) LLC 

("Credit Suisse"), stipulate that all claims brought against Credit Suisse are hereby dismissed 

with prejudice, with each side to bear its own costs and attorneys' fees. All remaining claims are 

expressly preserved. 

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Dated: -----, 2022 

GRAIS & ELLSWORTH LLP 

By:___________ 

David J. Grais ( dgrais@graisellsworth.com) 

Vickie Reznik 

(vreznik@graisellsworth.com) 

667 Madison Ave., 5th Floor 

New York, New York 10065 

Telephone: (212) 755-0010 

Facsimile: (212) 755-0052 

Attorneys.for Plaintif.f'Federal Deposit 

Insurance Corporation as Receiverfor 

Colonial Bank 

ORRICK, HERRINGTON & 

SUTCLIFFE LLP 

By:____________ 

Richard Jacobsen, Esq. 

rj aco bsen@orrick.com 

Orrick, Herrington &Sutcliffe LLP 

51 West 52nd Street 

New York, New York 10019 

Phone: (212) 506-3747 

Attorneysfor Defendant Credit Suisse 

Securities (USA) LLC 

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EXECUTION COPY 

* * * 

IT IS SO ORDERED: 

DATED: 

The Honorable Louis L. Stanton 

United States District Judge 

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