SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as ofthis 10th day of 

April, 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 Wells Fargo Asset Securities Corporation 

("Wells Fargo") and NatWest Markets Securities Inc. (f/k/a RBS Securities Inc.) ('1

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. § 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 withrespect to its assets. 

Among the assets ofColonial Bank to which the FDIC-R contends it succeeded were any 

and all ofColonial 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. l:12-cv-06166-LLS, pending in the United States District Court for the 

Southern District ofNew York, in which Wells Fargo and RBS are defendants (the "RMBS 

Action"). 

The RMBS certificates at issue in the RMBS Action that are the subject ofthis 

Agreement are Wells Fargo Mortgage Backed Securities ("WFMBS") 2007-4 A-15 and 

WFMBS 2007-7 A-36 (collectively, the "Wells Fargo Certificates"). 

Wells Fargo and RBS 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 offurther litigation of claims asserted against Wells Fargo and 

RBS in the RMBS Action. 

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

releases stated herein, the sufficiency of which 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, Wells 

Fargo shall pay or cause to be paid FOUR MILLION, FIVE HUNDRED THOUSAND 

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DOLLARS ($4,500,000) to the FDIC-R ("Settlement Funds") within 20 days ofthe 

effective date ofthis Agreement ("Payment Date"). The effective date ofthis Agreement 

shall be the later ofthe day upon which the FDIC-R provides Wells Fargo with a current 

W-9 and wire instructions, and 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 of5 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 

Wells Fargo 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 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 ofall Settlement Funds 

(including all accrued interest) or to enforce the terms ofthis Settlement Agreement; 

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

the FDIC-Rpromptly shall return to Wells Fargo any and all amounts paid to the FDIC-R 

under this Agreement. 

2. Dismissal. On the next business day after the Settlement Funds are received by the 

FDIC-R the FDIC-R shall file in the RlvffiS Action a stipulation and proposed order of 

dismissal with prejudice ofall claims asserted against Wells Fargo and RBS relating to 

the Wells Fargo Certificates, inthe form attached as Exhibit A hereto. All other claims 

asserted in the RMBS Action against RBS shall remain pending. 

3. FDIC-R Releases. 

a. Upon receipt ofthe Settlement Funds, theFDIC-R hereby releases and discharges 

Wells Fargo and all ofits current or former direct or indirect parents, subsidiaries, and 

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

current or former shareholders, officers, directors, employees, attorneys and other agents, 

but solely in their capacities as such ("Wells Fargo Releasees"), from any and all claims, 

demands, actions, causes ofaction, and liabilities ofany 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 Wells Fargo Certificates, including the facts, transactions, 

representations, or omissions alleged in the complaint and amended complaints filed in 

the RMBS Action insofar as such alleged facts, transactions, representations, or 

omissions relate to the Wells Fargo Certificates. 

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

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RBS andall ofits current or former direct or indirect parents, subsidiaries, and affiliates, 

together with each oftheir respective successors and each oftheir respective current or 

former shareholders, officers, directors, employees, attorneys and other agents, but solely 

in their capacities as such ("RBS Releasees"), from any and all claims, demands, actions, 

causes ofaction, and liabilities ofany 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 Wells Fargo 

Certificates, including the facts, transactions, representations, or omissions alleged in the 

complaint and amended complaints filed in the RMBS Action insofar as such alleged 

facts, transactions, representations, or omissions relate to the Wells Fargo Certificates. 

c. For the avoidance ofdoubt, the releases set forth in this paragraph 3 do not apply to 

any claims, demands, actions, causes ofaction, or liabilities ofany 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 orin equity, based upon orrelating to Colonial Bank's purchase, 

ownership, or sale ofany RMBS certificates other than the Wells Fargo Certificates. 

d. 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 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 ofColonial Bank, to the fullest extent the FDIC-Rhas legal ability 

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

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

above. each of Wells Fargo and RBS hereby releases and discharges the FDIC-Rand 

each ofits current or former employees, officers, directors, representatives, successors, 

and assigns, but solely in their capacities as such ( collectively, the "FDIC Releasees"), 

from any and all claims, demands, actions, causes ofaction, and liabilities ofany type, 

whetherknown or unknown, whether asserted or unasserted, whether disclosed or 

undisclosed, whether accrued or unaccrued, whetherfixed 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 Wells Fargo Certificates identified above. 

5. Release of Unknown Claims. Each ofthe FDIC-R, Wells Fargo, and RBS 

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 ofany other jurisdiction, 

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

ofCalifornia Civil Code § 1542, including that provision itself, which reads as follows: 

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE 

CREDITOR ORRELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST 

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

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THAT, IF KNOWN BY HIM ORHER, WOULD HAVE MATERlALLY AFFECTED 

HIS OR HER SETTLEMENT WITH THE DEBTOR ORRELEASED PARTY." 

The Parties acknowledge that inclusion ofthe provisions ofthis Paragraph 5 ofthis 

Agreement was am.aterial and separately 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 privileges of Colonial Bank, and any 

shareholder, member, accountholder, depositor, officer, and director ofColonial Bank 

w;th respect to Colonial Bank and the assets ofColonial Bank, including, but not limited 

to, Colonial Bank' s claims against Wells Fargo and RBS. The FDIC-Rfurther represents 

that it is empowered to sue and complain in any court oflaw to pursue, inter alia, tbe 

claims against Wells Fargo and RBS asserted in the RMBS Action and that no other 

personor entity has such right. The FDIC-R further represents and warrants that CBGI 

has been dissolved and no longer exists, that none ofthe released claims that at any time 

were ovvned or controlled by CBGI, or any interest in such claims, bas been assigned, 

transferred, or otherwise given (in whole or in part) to any third parties, andthat the 

FDIC-R has not received any information suggesting that any third party intends to assert 

any ~uch 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 ofthe claims based upon orrelating to the purchase, 

ownership, or sale ofthe Wells Fargo 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 Wells Fargo, RBS, or any other person or 

entity for liability, ifany, incurred as the maker, endorser or guarantor ofany 

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

:financial institutions inreceivership, to other financial institutions, or to any other 

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

successor ininterest to any :financial institutions in receivership or any person or 

entity, excluding for avoidance ofdoubt any claims or causes ofaction expressly 

released in the Agreement); 

b. any claims or causes ofaction against RBS or any other person or entity relating 

in any way to the London Interbank Offered Rate; 

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c. any claims or causes ofaction against RBS or any other person or entity by or on 

behalfofthe 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 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. 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) Sul1ivan 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 ofthe foregoing actions, to any opt-out claim brought by the 

FDIC, in any capacity, on the same subject; 

cl any claims or causes ofaction by the FDIC against Wells Fargo, RBS, or any 

other person or entity relating in anyway to Wells Fargo's or 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 ofaction by the FDIC in any capacity other than as Receiver 

for Colonial Bank; 

f. any claims or causes ofaction relating to RMBS certificates other than the Wells 

Fargo Certificates identified above, including but not limited to claims and causes 

ofaction asserted against RBS in the RMBS Action relating to such other 

certificates; and 

g. any claims or causes of action against any person or entity, including, butnot 

limited to, Wells Fargo and RBS, not expressly released in this Agreement. 

Wells Fargo and RBS fully reserve all oftheir rights, claims and defenses relating to any 

claim or cause ofaction 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 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 

instrwnentality thereof (other than the FDIC-R), including, butnot limited to, through the 

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

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10. No Confidentiality. Wells Fargo, 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. 

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

forth in this Agreement constitute the settlement and compromise ofdisputed claims and 

that tbe Agreement is not an admission or,evidence ofliability ot the insufficiency of any 

defense by any ofthem regarding any claim, each ofwhich is 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 ofthe signatories below represents and warrants that he or 

she is authorized to sign this Agreement on behalfofthe 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 Jaw, or in its absence, the laws ofthe State ofNew 

York, without regard to conflicts oflaw principles. 

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

States District Court for the District ofColumbia for purposes 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 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 

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effectuate the signing, delivery, and execution ofany documents necessary to 

perform the terms ofthis Agreement. 

g. Advice ofCounsel. 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 form ofovernight rnail or in person to: 

lfto the Federal Deposit Insurance Corporation: 

Financial Crimes Section 

3501 Faiifax Drive 

Arlington, VA 22226 (b )(6) 

Mark Black 

and 

David J. Grais '-----------~ Grais & Ellsworth LLP 

950 Third A venue, 24th Floor 

New York, NewYork 10022 (b)(6) 

Jfto Wells Fargo: 

Nicholas M. Lewandowski .__________________, 

Wells Fargo Legal Department 

MAC N9305-174 

Wells Fargo Center 

90 South 7th Street, 17th Floor 

Minneapolis, Minnesota 55402 {b){6) 

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James C. Rutten .___________. 

Munger, Tolles & Olson LLP 

3 50 South Grand A venue, 50th Floor 

Los Angeles, California 90071-3426 

(b)(6) 

lfto RBS: 

Lisa Brower l ===-==-== 

NatWest Markets Securities Inc. 

600 Washington Square Boulevard 

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

- ----- ---

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

----- ----

Stamford, Connecticut 06901 

(b)(6) 

and 

Andrew T. Frankel 

Simpson Thacher &..._...a---c rt"T""e"""' tt....,,,....,.-=---~ 

425 Lexington Avenue 

New York, New York 10017 

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. 

(b)(6) FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

COL.?-'-'1-'~...........~....,,__----'-------:::::::=""'"....a;;._--, 

Date: C;J-db/2 o.1 BY: 

---.,-----------

PRINT NAME: \N\2 { le l\ .'b,\2, k__ 

TITLE: Counsel 

WELLS FARGO ASSET SECURITIES 

CORPORATION 

Date: BY: 

PRINTNAME: 

TITLE: 

NATWEST MARKETS SECURITIES INC. 

Date: BY: 

PRJNTNAME: 

TITLE: 

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

---------

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

- --------

Stamford, Connecticut 06901 

(b)(6) 

and 

Andrew T. Frankel 

-=--~-- --- Simpson Thacher & Bartlett LLP 

425 Lexington A venue 

New York, New York 10017 

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. 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

COLONIAL BANK 

Date: BY: --

PRINT NAME: 

TITLE: Counsel 

(b)(6) 

WELLS FARGO ASSET SECURITIES 

CORPORATION 

Date: 4 } \' I2..0,<\ BY:~------------~ -

PRINT NAME: ?.,l,,f2/2.. (LO: I; b2r-+; 

TITLE: ~--e....-::.~ 6 ~"'...\ .. 

NATWEST MARKETS SECURITIES INC. 

Date: BY: 

PRINT NAME: 

TITLE: 

- 8 -
--

Stamford. Connectirnt 0690 I 

(b)(6) 

and 

Andrew 'I. Frankel I :::::== 

Simpson Thacher & Bartlett I ,I .P 

425 Lexington Avenue 

New York. :\e,v York 10017 

IN WITNESS \VI ILREOF. the Parties hereto have c::.iused this Agreement to be executed by 

each of them or their duly authorized rcpn:scntativcs on the dates hereinafter suhscribcd. 

fEDERAL DLPOSJT INSURA\:C:L 

CORPORi\TIO:\ AS RECEIVER FOR 

CO! .ONIAL BN\K 

[)ate: BY: 

PRl\:T :\AME: 

TITLL: Counsel 

\VELLS F.<\RGO ASS!·T SECl!RIT!ES 

CORPORATION 

!)ate: BY: 

PRINT NA!\-·1E: 

TITI,F.: 

(b )(6) 

BY:, vi L--------------~ 

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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, 

V. 

FIRST HORIZON ASSET SECURITIES 

INC. et al., 

Defendants. 

STIPULATION AND [PROPOSED] ORDER REGARDING 

PARTIAL DISMISSAL WITHPREJUDICE 

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

Corporation as Receiver for Colonial Bank stipulates that all claims relating to Wells Fargo 

Mortgage Backed Securities 2007-4 A-15 and Wells Fargo Mortgage Backed Securities 2007-7 

A-36 are hereby dismissed with.prejudice, with each side to bear its own costs and attorneys' 

fees. All remaining claims, including other claims against RBS Securities Inc. (currently known 

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----------

as NatWest Markets Securities Inc.), are expressly preserved. 

Dated: 

GRAIS & ELLSWORTH LLP 

'---____,-----..JB : .::::::-=----:----';::::::::::::a::::::;;;:::::::======-------, 

Davi . · ·c=------- l 

Vickie Reznikt-==~== ~==-----====-===============I 

950 Third Avenue, 24th Floor 

New York, New York 10022 

Telephone: (212) 755-0010 

6 Facsimile: (212) 755-0052 

6 

Mary G. Menge One Federal Plac._e____________, 

1819 Fifth Avenue North, Suite 1050 

Birmingham, Alabama 35203 

Telephone: (205) 986-3620 

Facsimile: (205) 986-3639 

Attorneysfor PlaintiffFederal Deposit Insurance Corporation 

as Receiverfor Colonial Bank 

* * * 

IT IS SO ORDERED: 

DATED: 

The Honorable Louis L. Stanton 

United States District Judge 

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