Page 5

the same extent as if the Agreement had not been exccuted (provided, that this provision
shall not be construed as an acknowledgement that any such claims exist or are valid),
any claims against any person or entity, including but not limited to the FDIC or the
FDIC-R, not expressly released in this Agreement. Goldman Sachs preserves all rights,
claims, counterclaims and defenses with respect to any claims reserved by the FDIC in
Paragraph 7 above.

9. 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.

10. Actions of the United States. Notwithstanding any other provision of this Agreement,
this Agrecment 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.

11. No Confidentiality. Goldman Sachs and the FDIC-R acknowledge and agree that this
Agreement shall not be confidential and will be disclosed pursuant to the FDIC’s
applicable policics, procedures, and other legal requirements.

12. 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 claims, 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.

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 Partics subscribed thereto upon
the execution by all Parties to the Agreement.

b. Binding Effect. Each of the Parties represents and warrants that it is a Party
hereto or is authorized to sign this Agreement on behalf of the respective Party,
and that it 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


Page 4

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 Goldman Sachs 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 it 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 Goldman Sachs or any other person or
entity relating in any way to the London Interbank Offered Rate;

¢, any claims or causes of action against Goldman Sachs 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) Jn 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 Goldman Sachs or any other
person or entity relating in any way to Goldman Sachs’s performance of duties or
obligations as trustee for structured finance securities, including, but not limited
to RMBS, purchased by any failed financial institution;

ec. any claims or causes of action by the FDIC in any capacity other than as Receiver
for Guaranty Bank;

f. any claims or causes of action relating to RMBS certificates other than the
Goldman Sachs Certificate; and

g. any claims or causes of action against any person or entity, including, but not
limited to, Goldman Sachs not expressly released in this Agreement.

8. Certain Goldman Sachs Claims Not Released. Notwithstanding the releases in
Paragraph 4 above, Goldman Sachs shall not release, and expressly preserves fully and to

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((b)(6)

((b)(6)

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g.

Page 6

the benefit of the Parties and their respective heirs, executors, administrators,
representatives, successors and assigns.

. 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 Western District of Texas 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 its counsel.

Nolices, Notices required by this Agreement shall be communicated by email and
any form of overnight mail or in person to:
rf it Insurance Corporation
Attn: Patricia Butler
Professional Liability and Financial Crimes Section
3501 Fairfax Drive
Arlington, VA 22226

and
SoS

David J. Gris (=)
Grais & Ellsworth LLP

950 Third Avenue, 24th Floor

New York, New York 10022

Attorneys for FDIC-R

and


Page 1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made as of this 19th day of
June, 2018, by, between, and among the following undersigned parties (collectively, “Parties,”
and each a “Party”): the Federal Deposit Insurance Corporation (“FDIC”) as Receiver for
Guaranty Bank (“FDIC-R”), on the one hand, and Goldman Sachs & Co. LLC f/k/a Goldman,
Sachs & Co. (“Goldman Sachs”), on the other hand.

WHEREAS:

Guaranty Bank was a depository institution organized and existing under the laws of the
United States and the State of Texas. When Guaranty 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 Guaranty Bank, including those with respect to its assets.

Among the assets of Guaranty Bank to which the FDIC-R succeeded were any and all of
Guaranty Bank’s claims, demands, and causes of action arising from any action or inaction
related to any loss incurred by Guaranty Bank.

FDIC-R is the plaintiff in a residential mortgage-backed securities (“RMBS”) lawsuit,
Guaranty v. Deutsche Bank, 1:14-cv-129-SS (W.D. Tex.), pending in the United States District
Court for the Western District of Texas, in which Goldman Sachs is one of the defendants
(“RMBS Action”). GSR 2004-11 2A] is the only RMBS certificate upon which Goldman Sachs
is sued in the RMBS Action (“Goldman Sachs Certificate”).

Goldman Sachs expressly denies all allegations of wrongdoing and claims of liability in
connection with the Goldman Sachs Certificate and 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 the claims against Goldman Sachs in the
RMBS Action on the terms set forth herein, without in any way acknowledging any fault or
liability, or conceding the absence of any such fault or liability, on the part of any Party.

NOW, THEREFORE, in consideration of the mutual promises, undertakings, payments,
and releases stated herein, the receipt, adequacy and sufficiency of which consideration are
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,
Goldman Sachs shall pay or cause to be paid THREE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($3,500,000.00) (the “Settlement Funds”) for the benefit of the
FDIC-R, within the later of five (5) business days of the Parties’ exchange of all
signatures to this Agreement and the day upon which the FDIC-R provides Goldman
Sachs with a current W-9 and wire instructions (“Payment Date”). This amount

(60085713.1)


((b)(6)
Janct Broeckel
Goldman Sachs ‘0.
feXe) 200 West Street

Richard H. Klapper
Sullivan & Cromwel
125 Broad Street

New York, NY 10004-2498

Attorneys for Goldman Sachs

New York, NY 10282

Page 7

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 hercinafter subscribed.

Date; Aygo a aol A

pats Lene ZI, 2H/B

((b)(6)

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR
GU:

BY:
PRINT NAME: fa T2477

TITLE: Counsel K(b)(6)

TITLE: // (4M.


Page 2

represents the full settlement consideration, with each Party to bear its own costs and
attorneys’ fees in connection with the RMBS Action. At no time prior to the exchange of
all signatures shall this Agreement be enforceable against any Party. 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
Goldman Sachs agrees to jurisdiction in the United States District Court for the District
of Columbia and agrees to pay the FDIC’s reasonable attorney’s fees if the FDIC
prevails. Any decision by the FDIC-R to extend the terms of this Agreement or to accept
a portion of the Settlement Funds shall not prejudice its rights to declare this Agreement
null and void at any time prior to receipt of all Settlement Funds (including all accrued
interest) or to enforce the terms of this Settlement Agreement; provided, however, that in
the event the FDIC-R declares this Agreement null and void, the FDIC-R will return to
Goldman Sachs any and all amounts paid to the FDIC-R under this Agreement.

Dismissal. Within five (5) business days of the later of the Payment Date and the date on
which Goldman Sachs executes the Stipulation of Voluntary Dismissal with Prejudice
(the “Dismissal Document”), the form of which is attached hereto as Exhibit A, the
FDIC-R shall file the Dismissal Document in the RMBS Action, terminating the RMBS
Action as to Goldman Sachs only and resulting in dismissal with prejudice of all claims
asserted against Goldman Sachs in the RMBS Action.

FDIC-R Releases. Upon receipt of the Settlement Funds and exchange of all signatures
to this Agreement as set forth in Paragraph 1 above, the FDIC-R hereby releases and
discharges Goldman Sachs, and all of its current or former direct or indirect parents,
subsidiaries, partners, and affiliates, together with each of their respective successors and
assigns, and each of their respective current or former sharcholders, officers, partners,
directors, employees, representatives, attorneys and other agents, but solely in their
capacities as such, from any and all claims, including any cross-claims or counter-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 Guaranty Bank’s purchase,
ownership, or sale of the Goldman Sachs Certificate, including but not limited to the
facts, transactions, representations, or omissions alleged against Goldman Sachs in the
RMBS Action (collectively “Released Claims”). 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 Guaranty Bank’s


Page 3

purchase, ownership, or sale of any Goldman Sachs certificates other than the Goldman
Sachs Certificate.

Goldman Sachs Releases. Upon entry of the order of dismissal of the claims asserted
against it in the RMBS Action with prejudice, Goldman Sachs 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 accrucd or unaccrued, whether
fixed or contingent, whether direct or indirect, and whether at law or in equity, based
upon or relating to Guaranty Bank’s purchase, ownership, or sale of the Goldman Sachs
Certificate, including but not limited to the facts, transactions, representations, or
omissions alleged in the RMBS Action.

Release of Unknown Claims. Each of the FDIC-R and Goldman Sachs acknowledges
that it has been advised by its attorneys concerning, and is familiar with, California Civil
Code Section 1542 and expressly waives any and all provisions, rights, and benefits
conferred by California Civil Code Section 1542 or any law of any state or territory of the
United States, or principle of common law, which is similar, comparable, or equivalent to
the provisions of the California Civil Code Section 1542, including that provision itself,
which reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

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 Guaranty Bank, and any
shareholder, member, accountholder, depositor, officer, and director of Guaranty Bank
with respect to Guaranty Bank and the assets of Guaranty Bank, including, but not
limited to, Guaranty Bank’s claims against Goldman Sachs. 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 Goldman Sachs asserted in the RMBS Action. 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

3.