SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as ofthis 12th day of 

June, 2023, 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 NatWest Markets Securities Inc. (f/k/a RBS 

Securities Inc.) ("RBS"), 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. § 182l(c). 

In accordance with 12 U.S.C. § 182l(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, 

FDIC as Receiver.for Colonial Bank v. First Hori::on Asset Securities Inc., et al., No. 12-cv06166 (LLS) (SDNY), pending in the United States District Court for the Southern District of 

New York, in which RBS is a defendant (the "RMBS Action"). The RMBS certificates at issue 

in the RMBS Action as to RBS are RAU 2007-QS3, CMALT 2007-A3, and CMALT 2007-A5 

(the "RBS Certificates"). 

RBS denies all allegations ofwrongdoing and 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 RBS 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, RBS 

shall pay or cause to be paid TWENTY SEVEN MILLION DOLLARS ($27,000,000) to 

the FDIC-R ("Settlement Funds") within 30 days ofthe effective date ofthis 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 of this Agreement shall 

be the later ofthe day upon which the FDIC-R provides RBS with a current W-9 and 

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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 ofthis 

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 

RBS 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 ofthis 

Agreement or to accept a portion ofthe 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 ofthis Settlement Agreement; 

provided, however, that in the event the FDIC-R declares this Agreement null and void, 

the FDIC-R will return to RBS any and all amounts paid to the FDIC-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 all claims asserted against RBS. 

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

and discharges RBS and all of its current or former direct or indirect parents, subsidiaries, 

and affiliates, together with each oftheir respective successors and assigns, and each of 

their respective current or fom1er shareholders, officers, directors, employees, 

representatives, attorneys and other agents, but solely in their capacities as such ("RBS 

Releasees"), from any and all claims, demands, actions, causes of action, appeals, 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 RBS 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 RBS Certificates. 

Nothing in this agreement modifies or limits the releases provided in the Settlement And 

Release Agreement between the Parties and Wells Fargo Asset Securities Corporation, 

dated April 10, 2019. 

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

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

discharge any and all ofthe claims released in this paragraph 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. 

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

above, RBS hereby releases and discharges the FDIC-R, and each of its current or fom1er 

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 ofthe RBS 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 RBS Certificates. 

5. Release of Unknown Claims. Each ofthe FDIC-Rand RBS 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 other jurisdiction, or principle of 

common law, which is similar, comparable, or equivalent to the provisions ofthe 

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 HAVE MATERIALLY AFFECTED 

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

The Parties acknowledge that inclusion ofthe provisions ofthis Paragraph 5 ofthis 

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

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

general releases. 

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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, 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 RBS. The FDIC-R further represents that it is 

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

against RBS 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 RBS 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 of the 

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 if the 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 RBS 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 RBS or any other person or entity relating 

in any way to the London Interbank Offered Rate including, but not limited to: (1) 

FDIC as Receiverfor Amcore Bank, NA. v. Bank ofAmerica Corp., No. 14-cv1757 (S.D.N.Y.); (2) FDIC as Receiverfor Amcore Bank, NA., and others v. 

Barclays Bank PLC, and others, No. FL-2017-000002 (EWHC (Ch.)); (3) F1)IC 

as Receiverfor Doral Bank v. Bank ofAmerica Corp. et al., No. 18-cv-01540 

(S.D.N.Y.); and (4) In re LIBOR-Based Financial Instruments Antitrust 

Litigation, No. l 1-md-2262-NRB (S.D.N.Y.); 

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c. any claims or causes of action against RBS 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 multidistrict litigations (i) In re Treasury 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.); and (iii) Sullivan v. Barclays PLC, No. l: 13-cv-02811 

(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 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 RBS or any other person or 

entity relating in any way to RBS'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 RBS 

Certificates identified above; and 

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

limited to, RBS, not expressly released in this Agreement. 

RBS fully reserves all of its rights, claims and defenses relating to any claim or causes of action 

that is not expressly released in 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. RBS 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 RBS. 

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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 ofwaiver or estoppel in 

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

described herein. 

12. 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. 

b. Binding Effect. Each of the 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 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 ofthis Agreement. 

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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: Douglas Hoffman (dohoffman@FDIC.gov) 

Professional Liability & Financial Crimes Section 

Room VS-E 7006 

3501 Fairfax Drive 

Arlington, VA 22226 

and 

David J. Grais (dgrais@graisellsworth.com) 

Grais & Ellsworth LLP 

667 Madison Ave., 5th Floor 

New York, New York 10065 

Attorneys for FDIC-R 

RBS 

Attn: Lisa Brower (lisa.brower@natwestmarkets.com) 

NatWest Markets 

600 Washington Boulevard 

Stamford, Connecticut 06901 

and 

Andrew T. Frankel (afrankel@stblaw.com) 

Linton Mann III (lmann@stblaw.com) 

Simpson Thacher & Bartlett LLP 

425 Lexington A venue 

New York, New York 10017 

Attorneys for RBS 

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---

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, 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

cou::i.hl1.A.L.n.A.hlx_________________________________________________________,c_____ 

HY:I b6 0 ! 

1-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·! 

PRINT NAME: Douglas Hoffn1an 

TITLE: Counsel 

Ni\.TWEST MARKETS SECURITIES INC 

(F!K/A RBS SECURITIES INC,) 

Date: 

PRINT NAME: Lisa Brower 

TITLE: Head of Legal, US 
IN WITNESS WHEREOF, the Parties hereto haye caused this Agreement to be executed by 

each ofthem or their duly authorized representatives on the dates hereinafter subscribed. 

Date: ___ 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

COLONIAL BANK 

BY: ____________ 

PRINT NAME: Douglas Hoffman 

TITLE: Counsel 

NATWEST MARKETS SECURITIES INC, 

(F~K/A.RB..S..SE.C:UR.tf.1ES.IN.CL-----~ 

Bii b6 ; 

! 

PRINT NAME: Lisa Brower 

TITLE: Head ofLegal, US 
EXHIBIT A 

UNITED STATES DISTRICT COURT 

SOUTHERL~ DISTRICT OF NEW YORK 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

COLONIAL BANK, 

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. 

No. 12 Civ. 06166 (LLS) 

STIPULATION AND [PROPOSED] ORDER REGARDING 

DISMISSAL WITH PREJUDICE 

Pursuant to Federal Rule of Civil Procedure 4l(a), Plaintiff Federal Deposit Insurance 

Corporation as Receiver for Colonial Bank and Defendant NatWest Markets Securities Inc. (f/k/a 

RBS Securities Inc.) ("RBS") stipulate that all claims brought against RBS are hereby dismissed 

with prejudice, with each side to bear its own costs and attorneys' fees. 

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----------

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Dated: 

GRAIS & ELLSWORTH LLP 

By:_____________ 

David J. Grais (dgrais@graisellsworth.com) 

667 Madison Ave., 5th Floor 

New York, New York 10065 

Telephone: (212) 755-0010 

Facsimile: (212) 755-0052 

Attorneyfor Plaintiff Federal Deposit 

Insurance Corporation as Receiverfor 

Colonial Bank 

SIMPSON THACHER & BARTLETT 

LLP 

By: 

Andrew T. Frankel (afrankel@stblaw.com) 

Linton Mann III (lmann@stblaw.com) 

425 Lexington A venue 

New York, New York 10017 

Telephone: (212) 455-2000 

Facsimile: (212) 455-2502 

Attorneysfor Defendant NatWest Markets 

Securities Inc. (flk/a RBS Securities Inc.) 

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* * * 

IT IS SO ORDERED: 

DATED: 

The Honorable Louis L. Stanton 

United States District Judge