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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 20th day of 

January, 2022, by, between, and among the following undersigned parties (collectively, 

"Parties," and each a "Party"): the Federal Deposit Insurance Corporation ("FDIC") as Receiver 

for Citizens National Bank and as Receiver for Strategic Capital Bank ("FDIC-R"), on the one 

hand, and NatWest Markets Securities Inc. (f/k/a RBS Securities Inc.) ("RBS"), on the other. 

WHEREAS: 

Citizens National Bank and Strategic Capital Bank were depository institutions organized 

and existing under the laws ofthe United States and the State ofIllinois. When Citizens 

National Bank and Strategic Capital Bank were closed, the FDIC was appointed Receiver 

pursuant to 12 U.S.C. § 182l(c). 

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

powers and privileges of Citizens National Bank and Strategic Capital Bank, including those 

with respect to their assets. 

FDIC represents that among the assets ofCitizens National Bank and Strategic Capital 

Bank to which the FDIC-R succeeded were any and all of Citizens National Bank's and Strategic 

Capital Bank's claims, demands, and causes of action arising from any action or inaction related 

to any loss incurred by Citizens National Bank and Strategic Capital Bank. 

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

FDIC as Receiver.for Citizens National Bank and Receiverfor Strategic Capital Bank v. Credit 

(b)(4) Suisse First Boston Mortgage Securities Corp., et al., No. 12-cv-04000 (LTS)(KNF) (SDNY), 

~ ~ r 1 7ten4.ili'Lgi'JL!.th~e United States Distiict Court for the Southern District of New York, in which RBS 

is a defendant the · on" . The RMBS certificates at issue in the RMBS Action are 

(the "RBS Certificates"). 

RBS denies all allegations of wrongdoing 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 offm1her litigation of claims asserted against RBS 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 ocher, 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 TWELVE MILLION TWO HUNDRED FIFTY-

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THOUSAND DOLLARS ($ 12,250,000) to the FDIC-R ("Settlement Funds") within 30 

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

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

The effective date of this Agreement shall be the later of the day upon which the FDIC-R 

prnvides RBS 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 ace.rue 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 otherrights 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 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 RBS agrees to jurisdiction in the United States 

District Court for the District ofColumbia. The non-prevailing party in any such 

litigation agrees to pay the other's reasonable attorney's fees. Any decision by the FDICR to extend the terms of this 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 tenn s 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 RBS any and all amounts paid to tbe 

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 ofExhibit A, dismissing with prejudice the 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 cmTent or former direct or indirect pm·ents, subsidiaries, 

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

their respective current or former 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, and liabilities of 

any type, whether known or unknown, whether asserted or unassert.ed, 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 Citizens 

National Bank's or Strategic Capital 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 Citizens National Bank's or Strategic Capital Bank's purchase, ownership, 

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or sale of any RMBS certificates other than the RBS Ce11ificates. 

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

above, RBS hereby releases and discharges the FDIC-R, and each of its 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 diTect or indirect, and 

whether at law or in equity, based upon or relating to Citizens National Bank's or 

Strategic Capital 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 Citizens National Bank's or Strategic Capital Bank's purchase, ownership, or 

sale of any RMBS certificates other than the RBS Certificates. 

5. Release ofUnknown Claims. Each ofthe FDIC-R and 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 jw-isdiction, 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 HAVE MATERIALLY AFFECTED 

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

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

Agreement was a material and separateIy bargained-for element ofthis 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 p1ivileges ofCitizens National Bank and 

Strategic Capital Bank, and any shareholder, member, accountholder, depositor, officer, 

and director of Citizens National Bank and Strategic Capital Bank with respect to 

Citizens National Bank and Strategic Capital Bank and the assets of Citizens National 

Bank and Strategic Capital Bank, including, but not limited to, Citizens National Bank's 

and Strategic Capital Bank's claims against RBS. The FDIC-R further represents that it is 

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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. Notwithstanding the 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 RBS Certificates identified above by Citizens National Bank 

and Strategic Capital Bank to the full extent set forth in paragraph 3. Each Party 

represents that it has fuJl 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; 

c. any claims or causes of action against RBS 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 multidistrict litigations (i) In re Treasury Securities Auction Antitrusl 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 ofAmerica, No. l:14-cv-07126 (S.D.N.Y.); (v) In re SSA Bonds Antitrust 

Litigation, No. l:16-cv-03711 (S.D.N.Y.); and (vi) 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 ofduties 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 

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for Citizens National Bank and Strategic Capital 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 aU ofits 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 of the FDIC in the exercise ofits 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 oflaw, 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 (orher than the FDIC-R), including, but noL 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. 

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, all of which 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 of the Agreement or payment of consideration 

described herein. For the avoidance of doubt, neither this Agreement nor any provision 

herein shall be used or proposed to be used as evidence for or against any claim or 

defense asserted in Federal Deposit Insurance Corporation as Receiver for Colonial 

Bank v. Chase Mortgage Finance Corp., et al., No. 12 cv 6166 (LLS), pending in the 

United States District Court for the Southern District ofNew York. 

12. 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 bad been signed by all 

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

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

the execution by all Parties to the Agreement. 

b. Binding Effect. Each ofthe 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 ofthe 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. 

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

according to app}jcable federal law, or in its absence, the laws of the State of New 

York, without regard to conflicts of law principles. 

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

States District Court for the District of Columbia for pmposes ofimplementing 

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 instmrnent 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, deliveTy, and execution of any documents necessary to 

perform the terms of this 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. 

(b )(6) 

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

by email and any fmm of ovetnight mail or in person to: 

'---=--,~ -~~ ~-_,,,.., Professional Liability & Financial 1imes Section 

Room VS-B 7010 

3501 Fairfax Drive 

A rlington, VA 22226 

and 

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--- ----------- --

and 

Linton Mann Ill 

Page 7 

(b)(6) 

David J. Grai~ ~ 

Grais & Ellsworth LLP 

667 Madison Ave., 5th Floor 

New York, New York 10065 

(b )(6) Attorneysfor FDIC-R 

600 Washington Boulevard 

Stamford, Connecticut 06901 

Simpson Tirncher._,......,_---,-,,-....,...,...,.,......,..-----_. 

425 Lexington Avenue 

New York, New York 10017 

Attorneysfor RBS 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

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

Date: c:,\ ( 2-t> / 'lot."L 

Date: 

FEDERAL DEPOSIT INSURANCE (b)(6) 

CORPORATION AS RECENER FOR CITIZENS 

NATIONAL BANK AND RECEIVER FOR 

STRATEGIC Cl' APTTAC B~ 

BY:]

~-----------~ 

PRINT NAME: Mark A. Black 

TITLE: Counsel 

NATWEST MARKETS SECURITIES INC. 

(F!K/A RBS SECURITIES INC.) 

BY: 

PRINT NAME: Lisa Brower 

TITLE: Director, Senior Counsel 

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(b)(6) 

David J. Grais~---------- Grai s & Ellsworth LLP 

667 Madison Ave., 5th Floor 

New York, New York 10065 

(b)(6) Attorneysfor FDIC-R 

RBS 

Attn: Lisa Brower! 

NatWest Markets ·'-___________ =====-=== _, 

600 Washington Boulevard 

Stamford, Connecticut 06901 

Linton Mann ill 

(b )(6) 

.........,,,.-=----,--.,......,....=--- ..... Simpson Thacher & Bartlett LLP 

425 Lexington A venue 

New York, New York 10017 

Attorneysfor RBS 

1N 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 CITIZENS 

NATIONAL BANK AND RECEIVER FOR 

STRATEGIC CAPITAL BANK 

Date: ___ BY: ____________ 

PRINT NAME: ________ 

TITLE: Counsel (b)(6) 

Date: ___ 

PRINT NAME: Lisa Brower 

TITLE: Director, Senior Counsel 

NATWEST MARKETS SECURITIES INC. 

(F/K/A RBS SECURITIES INC 

BY: -'==========1______ 

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EXHIBIT A 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

CITIZENS NATIONAL BANK and 

RECEIVER FOR STRATEGIC CAPITAL No. 12 Civ. 04000 (LTS) (KNF) 

BANK, 

Plaintiff, 

V. 

CREDIT SUISSE FIRST BOSTON 

MORTGAGE SECURITIES CORP., et al., 

Defendants. 

STIPULATION AND [PROPOSED] ORDER REGARDING 

PARTIAL DISMISSAL WITH PREJUDICE 

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

Corporation as Receiver for Citizens National Bank and Receiver for Strategic Capital Bank and 

Defendant NatWest Markets Secwities Inc. (f/k/a RBS Securities Inc.) ("RBS") stipulate that all 

claims brought against RBS relating to RALi 2006-QS6 1 A 16, RALi 2006-QS 16 A 7, RAST 

2006-A 14CB 1A2, and CMALT 2006-A6 IA-4 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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l(b)(6) 

~

~ 

Dated: __________ 

I GRAIS & ELLSWORTH LLP 

--i3Y--:== 

-=r == Iy~~ I 

667 Madison Ave., 5th Floor 

New York, New York 10065 

Telephone: (212) 755-0010 

Facsimile: (212) 755-0052 

Attorneys for Plaintiff Federal Deposit 

Insurance Co,poration as Receiverfor 

Citizens National Bank and Receiver for 

Strategic Capital Bank 

SIMPSON THACHER & BARTLETT 

LLP 

By:_________ 

Andrew T. Frankel 

Unton Mann III,----'.._____=-"''-------r-~ 

425 Lexington Avenue 

New York, New York 10017 

Telephone: (212) 455-2000 

Facsimile: (212) 455-2502 

Attorneys.for Defendant NatWest Markets 

Securities Inc. (f/k/a RBS Securities Inc.) 

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* * * 

IT IS SO ORDERED: 

DATED: 

The Honorable Laura T. Swain 

United States District Judge