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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 27th day of 

January, 2021, by, between, and among the following undersigned parties ( collectively, 

"Parties," and each a "Pa1ty"): the Federal Deposit Insurance Corporation ("FDIC") as Receiver 

for United Western Bank ("FDIC-R"), on the one hand, and RBS Acceptance Inc., NatWest 

Markets Securities Inc. (f/k/a RBS Securities Inc.), and RBS Holdings USA Inc. (collectively, 

"RBS"), on the other. 

WHEREAS: 

United Western Bank was a depository institution organized and existing under the laws 

of the United States and the State of Colorado. When United Western 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 United Western Bank, including those with respect to its assets. 

FDIC represents that among the assets of United Western Bank to which the FDIC-R 

succeeded were any and all of United Western Bank's claims, demands, and causes of action 

arising from any action or inaction related to any loss incurred by United Western Bank. 

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

FDIC as Receiver.for United Western Bank v. RBS Acceptance Inc., RBS Securities Inc., and 

RBS Holdings USA Inc., No. 14-cv-00418-PAB-NRN, pending in the District Comt of Colorado, 

in which RBS is a defendant (the "RMBS Action"). The RMBS certificate at issue in the RMBS 

Action is HVML T 2006-7 B2 (the "RBS Certificate"). 

RBS denies all allegations of wrongdoing and 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 

unce1tainty, trouble, and expense offurther litigation of clain1s 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 l1ereby acknowledged, the Paities 

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 SIXTEEN MILLION FOUR HUNDRED-THOUSAND 

DOLLARS ($16,400,000) 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 or fine. The effective 

date of this Agreement shall be the later of the day upon which the FDIC-R provides RBS 

with a current W-9 and wire instrnctions, and the date upon which al1 Parties sha11 have 

executed this Agreement as evidenced by the latest date on the signature pages hereto. In 
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the event that the Settlement Funds are not delivered to the FDIC-R by the Payment Date, 

interest shall accrne 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 tenns 

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 

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 tenns 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 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 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 current or former direct or indirect parents, 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 unasse1ted, 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 United 

Western Bank's purchase, ownership, or sale of the RBS Ce1tificate 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 unasse1ted, 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 United 

Western Bank's purchase, ownership, or sale of any RMBS certificates other than the 

RBS Certificate. 

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 

accrned or unaccrued, whether fixed or contingent, whether direct or indirect, and 

whether at law or in equity, based upon or relating to United Western Bank's purchase, 

ownership, or sale of the RBS Certificate identified above, including the facts, 
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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 asse1ted 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 United Western Bank's 

purchase, ownership, or sale of any RMBS ce1tificates other than the RBS Certificate. 

5. Release of Unknown Claims. Each of the 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 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 HA VE 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 fwther 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 United Western Bank, and any 

shareholder, member, accountholder, depositor, officer, and director of United Western 

Bank with respect to United Western Bank and the assets of United Western Bank, 

including, but not limited to, United Western Bank's claims against RBS. 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 RBS asserted in the RMBS Action and that no other person 

or entity has such right. Notwithstanding the foregoing, subject to Paragraph 7, the FDICR 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 Certificate identified above by United 

Western Bank 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 preserve fully and to 

the same extent as if the Agreement had LlOt 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 
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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 teceivership 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 Antitrust Litigation, MDL 

No. 2673 (S.D.N.Y.); (ii) In re Foreign Exchange Benchmark Rates Antitrust 

Litigation, No. l: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. 

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 of those 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 many 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 United Western Bank; 

f. any claims or causes of action relating to RMBS certificates other than the RBS 

Certificate 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. 

h. 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 othe1wise 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 oflaw, rule, or regulation. 
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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. 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 ofliability 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. 

12. Representations and Acknowledgements. 

a. Execution in Cow1terparts. 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. 

c. 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. 

d. 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. 

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 a.mended or modified except by another 

written instrument signed by the Parties. 
(b )(6) 

(b )(6) 

(b )(6) 

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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 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. 

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

by email and any form of overnight mail or in person to: 

· t Insurance Corporation 

Mark Blac 

-....,.......,=-- ....,........,e-=...,......---,,! Professional Liability & Financial Crimes Section 

Room VS-B 7010 

3501 Fairfax Drive 

Arlington, VA 22226 

and 

David J. Grais 

Grais & Ellsw(~)rt~l-1 ~L~L=P-------~ 

950 Third Avenue, 24th Floor 

New York, New York 10022 

Attorneys fo r FDIC-R 

RBS 

Attn: Lisa Brower 

NatWest Markets 

600 Washington Boulevard 

Stamford, Connecticut 0690 l 

and 

Andrew T. Frankel 

Simpson Thacher ,i-..-a-r.,,t -et,..,.t ................... -----

425 Lexington A venue 

New York, New York 10017 

Attorneys for RBS 

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. 

(b)(6) 
Date: ---

Date: ---

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FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR UNITED 

WErIERN BA:NK 

BY: ---~ 

PRINTNAME: VV\J..Jc... A, 'h\aek 

TITLE: Counsel 

RBS ACCEPTANCE INC. 

BY: 

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

PRINT NAME: James M. Esposito 

TITLE: Managing Director 

RBS HOLDINGS USA INC. AND NATWEST 

MARKETS SECURITIES INC. (F/K/ A RBS 

SECURITIES INC.) 

BY: ------------

PRINT NAME: James M. Esposito 

TITLE: Managing Director, General Counsel 

{b )(6) 
Date: ---

Date: / ~,) 7, ..)1 

Date: J-;J7-;)/ 

Page 8 

FEDERAL DEPOSIT lNSURANCE 

CORPORATION AS RECENER FOR UNITED 

WESTERN BANK 

BY: _ ___ _______ _ 

PRINT NAME: ---------

TITLE: Counsel 

RBS ACCEPTANCE INC. 

BY: 

PRJNT NAME: James M. Esposito 

TITLE: Managing Director 

(b)(6) 

MARKETS 

RBS HOLDINGS 

SECURITIES 

USA INC. 

INC

ANDNATWEST 

. (F/K/A ~ 

~ 

SECURITIES INC.) 

BY: j ~ 

PRINT NAME: James M. Esposito 

TITLE: Managing Director, General Counsel 
Page 9 

EXHIBIT A 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLORADO 

Civil Action No. 14-cv-00418-PAB-NRN 

FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for 

UNITED WESTERN BANK, 

Plaintiff, 

v. 

RBS ACCEPTANCE INC., 

RBS SECURITIES, INC., and 

RBS HOLDINGS USA INC., 

Defendants. 

STIPULATION OF DISMISSAL 

Plaintiff Federal Deposit Insurance Corporation as Receiver for United Western 

Bank ("FDIC-R") and Defendants RBS Acceptance Inc., NatWest Markets Securities Inc. (f/k/a 

RBS Securities Inc.), and RBS Holdings USA Inc. (collectively, "RBS"), hereby stipulate as 

follows, subject to approval by the Court: 

1. The FDIC-Rand RBS have settled all claims asserted by the FDIC-R against RBS 

in this action. 

2. The settlement provides for dismissal with prejudice of the FDIC-R's claims 

against RBS, with each patty to bear its own costs and attorneys' fees. 

WHEREFORE, the FDIC-Rand RBS stipulate, subject to the Court's approval, to 

dismissal of all of the FDIC-R's claims against RBS with prejudice, with each patty to bear its 

own costs and attorneys' fees. 

Dated: [ ], 2021 SHOEMAKER GHISELLJ & SCHWARTZ LLC 

By: __________ _ 

Andrew R. Shoemaker 
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ear treet 

Boulder, CO 80302 

Telephone: (303) 530-3452 

Facsimile: (303) 530-4071 

Of Counsel: 

David J. Grais 

J I Vickie Reznik ~ I 

GRAIS & ELLSWORTH LLP 

950 Third Avenue, 24th Floor 

New York, New York 10022 

Telephone: (212) 755-0010 

Facsimile: (212) 755-0052 

Attotneys for PlaintiffFederal Deposit 

Insurance Corporation as Receiver for 

United Western Bank 

SHERMAN & HOWARD LLC 

By:-----------

Peter G. Koclanes 

633 17th Street, Suite 3000 

Denver, CO 80202 

Tele hone: (303 297-2900 

Andrew T. Frankel 

Linton Mann III 

SIMPSON THACHER & BARTLETT 

LLP 

Attorneys for Defendants RBS Acceptance 

Inc., NatWest Markets Securities Inc. (fllcla 

RBS Securities Inc.), and RBS Holdings USA 

Inc. 

(b)(6) 

(b)(6) 

(b)(6) 

(b )(6) 

(b )(6) 

(b)(6) 
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IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLORADO 

Civil Action No. 14-cv-00418-PAB-NRN 

FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for 

UNITED WESTERN BANK, 

Plaintiff, 

V. 

RBS ACCEPTANCE INC., 

RBS SECURITIES, INC., and 

RBS HOLDINGS USA INC., 

Defendants. 

[PROPOSED) ORDER 

Pursuant to the Stipulation of Dismissal filed by Plaintiff, the Federal Deposit 

fusurance Corporation as Receiver for United Western Bank ("FDIC-R") and Defendants RBS 

Acceptance Inc., NatWest Markets Secmities Inc. (f/k/a RBS Securities Inc.), and RBS Holdings 

USA Inc. (collectively, "RBS"), itis ORDERED that the FDIC-R's claims against RBS are 

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

DONE this --------

BY THE COURT