Date:

Date: b| 2 | w4

{G0088318.1)

Page 14

ups secuthSie”
BY:

PRINT NAME: efuck Ss. My,
TITLE: Menegey Dyufa’

UBS SECURITIES LLC

BY:

print Name: Recon Kewaltfes’
TITLE: Eveeutive Oireoter + Cnsse |

212.

()(6)



Page 5

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 First Horizon, DBSI, UBS, 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 First Horizon, DBSI, UBS, or any other
person or entity relating in any way to the London Interbank Offered Rate;

c. any claims or causes of action against First Horizon, DBSI, UBS, or any other
person or entity by or on behalf of the 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 Treasury Securities
Auction Antitrust Litigation, MDL No. 2673 (S.D.N.Y.); (ii) In re Foreign
Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789 (S.D.N.Y.);
(iii) In re Interest Rate Swaps Antitrust Litigation, MDL No. 2704 (S.D.N.Y.);
(iv) Alaska Electrical Pension Fund v. Bank of America, No. 1:14-cv-07126
(S.D.N.Y.); (v) In re SSA Bonds Antitrust Litigation, No. 1:16-cv-03711
(S.D.N.Y.); and (vi) Sullivan v. Barclays PLC, No. 1:13-cv-02811 (S.D.N.Y.);
including any successor action to any action in Paragraph 7.c.i—vi., or in the event
the FDIC, in any capacity, elects to opt out of any class in any of the foregoing
actions, to any opt-out claim brought by the FDIC, in any capacity, on the same
subject;

d. any claims or causes of action by the FDIC against First Horizon, DBSI, UBS, or
any other person or entity relating in any way to First Horizon’s, DBSI’s, or
UBS’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 against any person or entity, including, but not
limited to, First Horizon, DBSI, and UBS, not expressly released in this
Agreement.

First Horizon, DBSI, and UBS fully reserve all of their rights, claims and defenses

relating to any claim or cause of action that is not released by the FDIC under this
Agreement.

{60088518.1} 25


Date: 6-27-19

Date:

Date:

4G0088318.1)

Page 10

FIRST HORIZON ASSET SECURITIESINC”

BY:

PRINT NAME: Tim Bowman

TITLE: President

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION (successor by merger to FIRST
HORIZON HOME LOAN CORPORATION)

BY:

PRINT NAME:
TITLE:

FIN FINANCIAL SECURITIES CORP.

BY:

PRINT NAME:

TITLE:

-10-


(b)(6)

Page 7

Choice of Law. This Agreement shall be interpreted, construed and enforced
according to applicable federal law, or in its absence, the laws of the State of New
York, without regard to conflicts of law principles.

. Jurisdiction. All Parties hereto submit to the personal jurisdiction of the United

States District Court for the District of Columbia for purposes of implementing
and enforcing the settlement embodied in this Agreement.

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.

Reasonable Cooperation. The Parties agree to cooperate in good faith to
effectuate all the terms and conditions of this 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 of this Agreement.

. 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.

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

by email and any form of overnight mail or in person to:
If to the Federal Deposit Insurance Corporation:

Mark Black

Professional Liability & Financial Crimes Section
Room VS-B 7010

3501 Fairfax Drive

Arlington, VA 22226

and

David J. Grais |

Grais & Ellsworth LLP

950 Third Avenue, 24th Floor
New York, New York 10022



Page 6

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 of the 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 of this 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 of Justice or any United States Attorney’s Office.

10. No Confidentiality. First Horizon, DBSI, UBS, and the FDIC-R acknowledge and agree
that this Agreement shall not be confidential and may be disclosed by the Parties.

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 of them regarding any claim, each of which is expressly disputed. The
Parties further acknowledge that they may not base any claim of waiver or estoppel in
any other matter upon the execution of the Agreement or payment of consideration
described herein.

12. Tax Treatment. In accordance with LR.C. § 162(f), the Settlement Funds of
$22,500,000 set forth in Paragraph 1 are restitution for damage which may be caused by
the potential violation of a law. Accordingly, the FDIC-R shall (if required) report this
amount to the IRS in compliance with I-R.C. § 6050X(a)(1) or any other applicable
regulations.

13. Representations and Acknowledgements.

a. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the 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.

b. Binding Effect. Each of the signatories below represents and warrants that he or
she is authorized to sign this Agreement on behalf of the 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 of the Agreement. The Agreement shall be binding
upon and inure to the benefit of the Parties and their respective heirs, executors,
administrators, representatives, successors and assigns.

{60088518.1} -6-


Date: _06/28[2=4

(G0088318.1)

Page 9

FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER FOR
COLONIAL BANK

BY:

((®)(6)

t

PRINT NAME: Wyle A. Beebe

TITLE: Counsel



Page 1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made as of this 2" day of July,
2019, by, between, and among 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 First Horizon Asset Securities Inc., First Tennessee
Bank National Association (successor by merger to First Horizon Loan Corporation), FTN
Financial Securities Corp. (collectively, “First Horizon”), Deutsche Bank Securities, Inc.
(“DBSI”), and UBS Securities LLC (“UBS”), (each of DBSI and UBS an “Underwriter” and
collectively, the “Underwriters”), on the other.

WHEREAS:

Colonial Bank was a depository institution organized and existing under the laws of the
United States and the State of Alabama. 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 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,
Federal Deposit Insurance Corporation as Receiver for Colonial Bank v. First Horizon Asset
Securities Inc., et al., No. 1:12-cv-06166-LLS, pending in the United States District Court for the
Southern District of New York, in which First Horizon and Underwriters are defendants (the
“RMBS Action”).

The RMBS certificates at issue in the RMBS Action that are the subject of this
Agreement are First Horizon Alternative Mortgage Securities (*“FHAMS”) 2007-FA1 A4 and
FHAMS 2007-FA2 1A4 (collectively, the “First Horizon Certificates”).

First Horizon and Underwriters deny all liability with respect to all claims that the FDIC-
R has brought against them 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 First Horizon and
Underwriters in the RMBS Action.

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the Parties
agree, each with the other, as follows:

{60088518.1} -1-


Date:

Date:

Date:

HGOIKSSIS. I

Page 12

FIRST HORIZON ASSET SECURITIES INC.

BY:

PRINT NAME:

TITLE:

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION (successor by merger to FIRST
HORIZON HOME LOAN CORPORATION)

BY:

PRINT NAME:
TITLE:

BY:

prmer Came: mba |E KibeR

TITLE: “rs. Zt

-10-

(b)(6)



Date:

Date:

Date:

(G0088318,1)

Page 11

FIRST HORIZON ASSET SECURITIES INC,

BY:

PRINT NAME:

TITLE:

FIRST TENNESSEE BANK NATIONAL

ASSOCIATION (successor by merger to FIRS
HORIZON_HOME LOAN

PRINT NAMED Seu ze Faowe yY
TITLE: 7V€$,'ola aot

FTN FINANCIAL SECURITIES CORP.
BY:

PRINT NAME:

TITLE:

-10-


Page 8

(6)(6)
If to First Horizon:
ee
Desiree Franklin | |
First Horizon National Corporation
165 Madison Avenue, 8"" Floor
Memphis, TN 38103
e (V6)
- and - ail
Sullivan & Cromwell LLP
1700 New York Avenue NW
Washington, DC 20006
If to DBSI:
Joe Salama
Deutsche Bank AG, New York
60 Wall Street
New York, NY 10005-2836
(6)(6)
and
Andrew T. Frankel
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
()(6)
If to UBS:
se
Karen Kowalski
UBS AG
1285 Avenue of the Americas (oy)
New York, New York 10019
—
and —

Amanda F. Davidoff
Sullivan & Cromwell LLP
1700 New York Avenue NW
Washington, DC 20006

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
each of them or their duly authorized representatives on the dates hereinafter subscribed.

{60088318.1; -8-


{60088318.1)

Page 4

Horizon Certificates, including but not limited to the facts, transactions, representations,
or omissions alleged in the complaint and amended complaints filed in the RMBS Action.

Release of Unknown Claims. Each of the FDIC-R, First Horizon, DBSI, and UBS
acknowledges that it has been advised by its attorneys concerning, and is familiar with,
California Civil Code § 1542 and expressly waives any and all provisions, rights, and
benefits conferred by California Civil Code § 1542 or any law of any other jurisdiction,
or principle of common law, which is similar, comparable, or equivalent to the provisions
of California Civil Code § 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 HAVE 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.

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, accountholder, 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 First Horizon, DBSI, and UBS. 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 First Horizon, DBSI, and UBS 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 foregoing, subject to Paragraph 7, the FDIC-R represents that it has
the authority to release all of the claims based upon or relating to the purchase,
ownership, or sale of the First Horizon Certificates identified above by Colonial Bank or
CBGI. 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 of
the Agreement.

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 if the Agreement had not been executed (provided, that this provision


Page 15

EXHIBIT A

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

FEDERAL DEPOSIT INSURANCE No. 12 Civ. 6166 (LLS) (MHD)
CORPORATION as Receiver for
COLONIAL BANK,

Plaintiff,

Me

FIRST HORIZON ASSET SECURITIES
INC. 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 Defendants First Horizon Asset Securities Inc.,
First Tennessee Bank National Association (successor by merger to First Horizon Loan
Corporation), FTN Financial Securities Corp., Deutsche Bank Securities, Inc., and UBS
Securities LLC stipulate that all claims relating to First Horizon Alternative Mortgage Securities
(“FHAMS”) 2007-FA1 A4 and FHAMS 2007-FA2 1A4 are hereby dismissed with prejudice,
with each side to bear its own costs and attorneys’ fees. All remaining claims are expressly

preserved.

{008e318.1 23s


{60088318.1)

Page 3

DBSI 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 (“DBSI 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 First
Horizon Certificates, including but not limited to the facts, transactions, representations,
or omissions alleged in the complaint and amended complaints filed in the RMBS Action.

c. Upon receipt of the Settlement Funds, the FDIC-R hereby releases and discharges
UBS 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 (“UBS 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 First Horizon
Certificates, including but not limited to the facts, transactions, representations, or
omissions alleged in the complaint and amended complaints filed in the RMBS Action.

d. For the avoidance of doubt, the releases set forth in this paragraph 3 do 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 First Horizon Certificates.

e. 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 claims released in this paragraph 3 that at any time were owned
or controlled by or could have been asserted by CBG Investments, Inc. (“CBGI”),
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.

Reciprocal Releases. Upon entry of the order of dismissal described in paragraph 2
above, each of First Horizon, DBSI, and UBS hereby releases and discharges the FDIC-R
and 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 First


1.

{60088318.1)

Page 2

Payment of the Settlement Funds. As an essential covenant and condition to this
Agreement, and as consideration for the releases and dismissals contained herein, First
Horizon shall pay or cause to be paid TWENTY-TWO MILLION, FIVE HUNDRED
THOUSAND DOLLARS ($22,500,000) to the FDIC-R (“Settlement Funds”). First
Horizon shall make such payment within 20 days of the later of the day upon which the
FDIC-R provides First Horizon with a current W-9 and wire instructions or the date by
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 of time until it
receives all Settlement Funds (including all accrued interest), and/or shall have the right
to enforce this Agreement, in which event First Horizon 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 attorneys’ 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 promptly shall return to First Horizon
any and all amounts paid to the FDIC-R under this Agreement.

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
dismissing with prejudice the claims asserted against First Horizon and Underwriters
relating to the First Horizon Certificates, in the form attached as Exhibit A hereto.

FDIC-R Releases.

a. Upon receipt of the Settlement Funds, the FDIC-R hereby releases and discharges
First Horizon 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 (“First Horizon 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 First Horizon Certificates, including but not limited to the facts,
transactions, representations, or omissions alleged in the complaint and amended
complaints filed in the RMBS Action.

b. Upon receipt of the Settlement Funds, the FDIC-R hereby releases and discharges

udis


Date: dia tl

Date: _7-/-/9

1G0088318 1)

Page 13

ee

((®)(6)

a
BY: |
/
PRINT NAME:
. Steven F. Reich
TITLE: _‘eneral Counsel - Americas
BY: __|
| T
PRINT NAME: Joe Salama
"Managing Director &
TITLE: Associate General Counsel

-ll-



Page 16

Dated:

GRAIS & ELLSWORTH LLP SULLIVAN & CROMWELL LLP me
)

‘By: By:

ckte-Reznik

eee Amanda F. Davidoff (6)(6)
vi ===

[ J James H. Congdon

950 Third Avenue, 24th Floor  —— a |
New York, New York 10022 1700 New York Avenue, N.W.
Telephone: (212) 755-0010 Washington, D.C. 20006-5805
Facsimile: (212) 755-0052 Telephone: (202) 956-7500

Facsimile: (202) 956-6993
SPOTSWOOD SANSOM & SANSBURY

Attorneys for Defendants First Horizon
Asser Securities, Inc., First Tennessee Bank

National Association (successor by merger
to First Horizon Home Loan Corp.), FTN

Financial Securities Corp., and UBS
One Federal Place Securities LLC

1819 Fifth Avenue North, Suite 1050
Birmingham, Alabama 35203

Telephone: (205) 986-3620 SIMPSON THACHER & BARTLETTLLP __{(®)(6)

Facsimile: (205) 986-3639 (by6)
By: il

Attorneys for Plaintiff Federal Deposit Andrew T. Frankel [ = ]

Insurance Corporation Linton Mann III

as Receiver for Colonial Bank 425 Lexington Avenue

New York, New York 10017
Telephone: (212) 455-2000
Facsimile: (212) 455-2502

Attorneys for Defendant Deutsche Bank
Securities Inc.

IT IS SO ORDERED:

DATED:

The Honorable Louis L. Stanton
United States District Judge

{co086518.1) -14-