Page 14

IN THE CIRCUIT COURT OF
MONTGOMERY COUNTY, ALABAMA

FEDERAL DEPOSIT INSURANCE
CORPORATION as Receiver for
COLONIAL BANK,

Civil Action No. 03-CV-2012-901036.00

Plaintiff,
v.

RBS SECURITIES INC.,

Defendant.

PROPOSED] ORDER

Pursuant to the Stipulation of Dismissal filed by Plaintiff, the Federal Deposit
Insurance Corporation as Receiver for Colonial Bank (““FDIC-R”) and Defendant RBS Securities
Inc. (“RBS”), it is 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 [To be filled by the Judge]

By: /s/[To be filled by the Judge]
Circuit Judge

(0085625.1) -13-


8.

9.

10.

11.

12.

(G0085625.1)

Page 5

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 released by the FDIC under this Agreement.

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.

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.

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.

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 FDIC 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 of New York.

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


Page 10

EXHIBIT B
IN THE CIRCUIT COURT OF
MONTGOMERY COUNTY, ALABAMA

FEDERAL DEPOSIT INSURANCE
CORPORATION as Receiver for
COLONIAL BANK,

Civil Action No. 03-CV-2012-901036.00

Plaintiff,
v.

RBS SECURITIES INC.,

Defendant.

STIPULATION OF DISMISSAL
Plaintiff Federal Deposit Insurance Corporation as Receiver for Colonial Bank
(“FDIC-R”) and Defendant RBS Securities Inc. (“RBS”), hereby stipulate as follows, subject to
approval by the Court:
1 The FDIC-R and RBS have settled all claims asserted by the FDIC-R against RBS
in this action.
2s The settlement provides for dismissal with prejudice of the FDIC-R’s claims
against RBS, with each party to bear its own costs and attorneys’ fees.
WHEREFORE, the FDIC-R and RBS stipulate, subject to the Court’s approval, to
dismissal of all of the FDIC-R’s claims against RBS with prejudice, with each party to bear its

own costs and attorneys’ fees.

Dated: [ ], 2018 MEANS GILLIS LAW LLC

By: /s/

H. Lewis Gillis (GIL 011)
Tyrone C. Means (MEA 003)
Kristen J. Gillis (GIL 078)

(60085625.1) -9-


((b)(6)

((b)(6)

IN WITNESS
each of them o

Page 7

David J. Grais

Grais & Ellswortl

950 Third Avenue, 24th Floor
New York, New York 10022

((b)(6)

Attorneys for FDIC-R

RBS
Attn: Kay L, Lackey

NatWest Markets
600 Washington Boulevard
Stamford, CT 06901

and

Andrew T. Frankel

Simpson Thacher & Bartlett LLP
425 Lexington Avenue

New York, New York 10017

Attorneys for RBS

WHEREOF, the Parties hereto have caused this Agreement to be executed by
r their duly authorized representatives on the dates hereinafter subscribed.

b)(6)
FEDERAL DEPOSIT INSURANCE Pa)

CORPORATION AS RECEIVER FOR
COL

Date: at/ox fey BY:

Date:

{160085625.1)

PRINT NAME: Wgele A. Rizele

TITLE: Counsel

RBS SECURITIES INC.

BY:

PRINT NAME:

TITLE:



((b)(6)

(G0085625.1)

Page 6

s

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
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 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 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 by this Agreement shall be communicated by email and
any form of overnight mail or in person to:

ee it Insurance Corporation
Attn: Mark Black (
Professional Liability & Financial Crimes Section
3501 Fairfax Drive
Arlington, VA 22226

and


Page 9

EXHIBIT A
RAST 2006-A14CB 1-A-1

RALI 2007-QS8 A-5

(60085625.1) -8-


Page 1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made as of this Sth 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
Colonial Bank (“FDIC-R”), on the one hand, and RBS Securities Inc. (“RBS”), on the other.

WHEREAS:

Colonial Bank was a depository institution organized and existing under the laws of the
United States and the State of Alabama. 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 with respect to its assets.

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. RBS Securities Inc., No. 03-CV-2012-901036.00,
pending in the Circuit Court for Montgomery County, Alabama, in which RBS is a defendant
(the “RMBS Action”). A list of the RMBS certificates at issue in the RMBS Action that are the
subject of this Agreement (the “RBS Certificates”), is set forth in Exhibit A.

RBS denies 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 of further 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 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 NINE MILLION FIVE HUNDRED-THOUSAND
DOLLARS ($9,500,000) to the FDIC-R (“Settlement Funds”) within 30 days of the
effective date of this Agreement (“Payment Date”). 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 instructions, and the first date upon which all Parties 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

(60085625.1) -1-


(G0085625.1)

Page 12

Tel.: (205) 458-5286

Of Counsel:

SIMPSON THACHER & BARTLETT LLP
Andrew T. Frankel

Linton Mann IIT

425 Lexington Avenue

New York, NY 10017-3954

Tel.: (212) 455-2000

Fax: (212) 455-2502

Attorneys for RBS Securities Inc.

= t -

((b)(6)

((b)(6)



Dated: [ ], 2018

(G0085625.1)

Page 11

60 Commerce Street, Suite 200

P.O. Drawer 5058

Montgomery, Alabama 36104 I)

Tel.: (334) 270-1033
Fax: (334) 260-9396

Of Counsel:

SPOTSWOOD SANSOM & SANSBURY
LLC

Robert K. Spotswood (SPO 001)

Michael T. Sansbury (SAN 054)

Mary G. Menge (MEN 014)

One Federal Plaza

1819 Fifth Avenue North, Suite 1050

Birmingham, Alabama 35203 \(b)(6)
Tel.: (205) 453-4189

Fax: (205) 986-3639

Of Counsel:

GRAIS & ELLSWORTH LLP
David J. Grais (Pro Hac Vice)
Kristina M. Mentone

1211 Avenue of the Americas

New York, NY 10036 Qo)

Tel.: (212) 755-0100
Fax: (212) 755-0052

Attorneys for Plaintiff Federal Deposit
Insurance Corporation as Receiver
for Colonial Bank

BURR & FORMAN LLP

By: /s/
Robert H. Rutherford (ASB-1363-E48R)
420 North 20th St., Suite 3400
Birmingham, Alabama 35203

=10'-


Page 8

((b)(6)
Grats & Ellsworth LLP
950 Third Avenue. 24th Floor
New York. New York 10022
. ((b)(6)
Horners for FDIC-R
RBS
Attn: Kay L.. Lackey |
NatWest Markets
600 Washington Boulevard
Stamford, CT 06901
((b)(6)
and
Andrew T. Frankel (
Simpson Thacher & Bartel
425 Lexington Avenue
New York. New York 10017
Attorneys for RBS
IN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed by
cach of them or their duly authorized representatives on the dates hereinafter subscribed.
FEDERAL. DEPOSIT [INSURANCT
CORPORATION AS RECEIVER FOR
COLONIAL BANK
Date: __ BY:
PRINT NAME oe
TITLE: Counsel
((b)(6)

Date:

PRINT NAME:

TULE: >


(G0085625.1)

Page 4

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.

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:

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);

any claims or causes of action against RBS or any other person or entity relating
in any way to the London Interbank Offered Rate;

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 multi-
district 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 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;

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;

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

any claims or causes of action relating to RMBS certificates not listed in Exhibit
A; and


4.

(G0085625.1)

Page 3

Reciprocal Releases. Upon entry of the order of dismissal described in paragraph 2
above, RBS hereby releases and discharges the FDIC-R and the FDIC, and each of them,
and each of their 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 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 listed in
Exhibit A.

Release of Unknown Claims. Each of the 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 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 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 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. 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 in Exhibit A by Colonial Bank or CBGI to the full extent set forth in Paragraph


(G0085625.1)

Page 2

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
RBS agrees to jurisdiction in the United States District Court for the District of
Columbia. The 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 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.

Dismissal. On the next business day 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 B, dismissing with prejudice the claims asserted against RBS.

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 each of their
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 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 of the RBS Certificates identified in Exhibit A, 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 those identified in Exhibit A.

For the avoidance of doubt, and without limiting the generality of the foregoing in any
way, it is understood and agreed that the releases set forth in this paragraph 3 release and
discharge any and all released claims 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 FDIC-R has legal ability and authority to release such
claims in its capacity as receiver for Colonial Bank.


Page 13

CERTIFICATE OF SERVICE

Thereby certify that on [date], I electronically filed the foregoing with the Clerk
of the Court using the AlaFile system which will send notification of such filing to all counsel of
record.

/s/

(G0085625.1) -12-