BAFC 2005-7 2A3
BAFC 2006-C 2A2
BAFC 2006-E 2A4
BOAA 2005-11 1CB5
BOAMS 2004-H 2A1
BOAMS 2006-A 1A2
BOAMS 2006-A 2A2
CMSI 2007-6 1A4
CWALT 2005-13CB A8
CWALT 2005-38 A2
CWALT 2005-41 2A1
CWALT 2005-43 1A2
CWALT 2005-46CB Al4
CWALT 2005-51 3A1
CWALT 2005-52CB A4
CWALT 2005-58 A3
CWALT 2005-62 1A2
CWALT 2005-65CB 2A4
CWALT 2005-74T] Al
CWALT 2005-74711 A5

CWALT 2005-76 1A2

Exhibit A

CWALT 2005-81 A4
CWALT 2005-83CB B2
CWALT 2005-86CB Al
CWALT 2005-310 2A3
CWALT 2005-313 1A3
CWALT 2006-12CB 1A8
CWALT 2006-21CB B2
CWALT 2006-25CB Al
CWALT 2006-26CB A18
CWALT 2006-26CB B2
CWALT 2006-28CB Al4
CWALT 2006-28CB A4
CWALT 2006-29T1 3A7
CWALT 2006-29T1 B1
CWALT 2006-2CB A13
CWALT 2006-2CB A9
CWALT 2006-30T1 1A5S
CWALT 2006-30T1 2A6
CWALT 2006-31 1A6
CWALT 2006-J5 1A5

CWALT 2006-38 A2

CWALT 2006-OA2 A7
CWALT 2007-15CB A12
CWALT 2007-16CB SA4
CWALT 2007-18CB 2A20
CWALT 2007-5CB 1A1
CWALT 2007-5CB 1A11
CWALT 2007-5CB 1A4
CWHL 2005-31 2A1
CWHIL 2005-HYB8 4A2
CWHL 2006-13 1A19
CWHL 2006-14 AS
CWHL 2006-J1 3A1
CWHL 2007-17 3A1
CWEHL 2007-3 Al
CWHL 2007-5 A51
CWHL 2007-7 A9
FHAMS 2006-FA7 A4
FHAMS 2007-FA2 1A4
FHAMS 2007-FA4 1A4
MANA 2007-I'] 2A1

CWHL 2005-I1YB3 2A3A



BANC OF AMERICA FUNDING CORPORATION

By:
Title:

Date:

BANC OF AMERICA MORTGAGE SECURITIES, INC.

By:

Title:

* Date:

NB HOLDINGS CORPORATION

By: Pilih A. Watt
Title: fswenkt Ganl Gaucel ¢ Sv?

Date: 8/20/2014

[Signature Page to FDIC Agreement]


complaints filed in the RMBS Actions and the Class Actions (the FDIC-R does
not release its claims against the non-BofA Entities defendants in the RMBS
Actions); and

b. the facts and circumstances alleged in the counterclaims filed by FDIC-R-
Colonial in the Ocala Action.

4. BofA Entities Releases. Upon dismissal of the Actions with prejudice, the BofA
Entities, on behalf of themselves and the other BofA Entities Releasees, hereby release !
and discharge the FDIC-R and the FDIC, and their current or former employees, officers, H
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 the facts, transactions, representations, or omissions alleged in
the complaints and amended complaints filed in the Actions.

5. Release of Certain Indemnification Claims Against FDIC Corporate and Against
FDIC as Receiver. The BofA Entities hereby irrevocably waive any rights that they
otherwise might have to seek (and in any event agree that they shall not seck) any form of
indemnification, reimbursement or contribution from the FDIC in any capacity, including
the FDIC in its Corporate Capacity or the FDIC in its Receiver Capacity, for any payment
that is a portion of the Settlement Funds or the Amount set forth in Paragraph 1 of the
DOJ Agreement or of the Consumer Relief set forth in Paragraph 2 of the DOJ
Agreement, including payments to the United States and the States (California, Delaware,
Illinois, Kentucky, Maryland, and New York), made pursuant to Paragraphs 1 and 2 of
the DOJ Agreement. i

6. Release of Unknown Claims. Each of the FDIC-R and the BofA Entities acknowledge
that they have been advised by their attorneys concerning, and are familiar with,
Califomia Civil Code Section 1542 and expressly waive 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 6 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.



CWALT 2005-11CB 2A5
CWALT 2005-14 2B2
CWALT 2005-26CB Al
CWALT 2005-27 3A1
CWALT 2005-30CB 1A2
CWALT 2005-3211 Al
CWALT 2005-46CB Al
CWALT 2005-46CB Al4
CWALT 2005-49CB A7
CWALT 2005-54CB 1A5
CWALT 2005-57CB 3A3
CWALT 2005-59 B2
CWALT 2005-75CB A3
CWALT 2005-75CB A3
CWALT 2005-75CB A4
CWALT 2005-80CB 2A1
CWALT 2005-85CB 2A2
CWALT 2005-314 A3
CWALT 2005-16 LAS
CWALT 2006-11CB 1A2
CWALT 2006-11CB 2A1
CWALT 2006-23CB 1A6
CWALT 2006-23CB 2A9
CWALT 2006-26CB A12

CWALT 2006-26CB Al4

Exhibit B

CWALT 2006-26CB A2
CWALT 2006-27CB A3
CWALT 2006-28CB A19
CWALT 2006-28CB A8
CWALT 2006-29TI 2A5
CWALT 2006-2CB A3
CWALT 2006-30T1 1A3
CWALT 2006-31CB A15
CWALT 2006-31CB AI5
CWALT 2006-32CB A16
CWALT 2006-32CB A16
CWALT 2006-32CB A3
CWALT 2006-3612 2A2
CWALT 2006-4071 2A4
CWALT 2006-41CB LA7
CWALT 2006-41CB 1A7
CWALT 2006-42 1A3
CWALT 2006-43CB 1A4
CWALT 2006-43CB 3B1
CWALT 2006-4CB 2A3
CWALT 2006-512 A3
CWALT 2006-6CB 1A8
CWALT 2006-7CB 1A16
CWALT 2006-7CB 1A6

CWALT 2006-7CB 1A9

CWALT 2006-7CB 1A9
CWALT 2006-7CB 3A2
CWALT 2006-811 2A3
CWALT 2006-8T1 2A3
CWALT 2006-9T1] A7
CWALT 2006-J1 1A3
CWALT 2006-J3 1A5
CWALT 2006-J8 A2
CWALT 2007-12T1 Al
CWALT 2007-19 1A8
CWALT 2007-26R
CWALT 2007-2CB 1A4
CWALT 2007-2CB 2A3
CWALT 2007-9T1 2A2
CWALT 2007-J2 2A]
CWALT 2007-J2 2A3
CWHI. 2005-16 A4
CWHIL. 2005-16 A9
CWHL 2005-24 Al7
CWHL 2005-25 Al7
CWHL. 2005-HYB6 SA1
CWHI. 2005-HYB8 1A
CWHLI. 2005-HYB8 2Ai
CWHIL 2006-10 LAI1

CWHIL 2006-18 2A7



MERRILL LYNCH MORTGAGE INVESTORS, INC.

By:
Title:

Date:

MERRILL LYNCH MORTGAGE CAPITAL, INC.

By: LyrIjam Prnoled

Title: Chairman Gnd Fresiclent
Date: 8/20/2014

MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
(ON ITS OWN BEHALF AND AS SUCCESSOR BY
MERGER TO BANC OF AMERICA SECURITIES LLC)

By:
Title:

Date:

{Signature Page to FDIC Agreement]


FDIC AS RECEIVER FOR 1ST PACIFIC BANK OF
CALIFORNIA; FDIC AS RECEIVER FOR AFFINITY
BANK; FDIC AS RECEIVER FOR CF BANCORP; FDIC
AS RECEIVER FOR CITIZENS NATIONAL BANK;
FDIC AS RECEIVER FOR COLONIAL BANK; FDIC AS
RECEIVER FOR EUROBANK; FDIC AS RECEIVER
FOR FIRST BANKING CENTER; FDIC AS RECEIVER
FOR FIRST DUPAGE BANK; FDIC AS RECEIVER FOR
FRANKLIN BANK, 8.8.B.; FDIC AS RECEIVER FOR
GUARANTY BANK; FDIC AS RECEIVER FOR
HORIZON BANK; FDIC AS RECEIVER FOR
IMPERIAL CAPITAL BANK; FDIC AS RECEIVER FOR
INDEPENDENT BANKERS BANK; FDIC AS
RECEIVER FOR LOS PADRES BANK; FDIC AS
RECEIVER FOR PALOS BANK & TRUST CO.; FDIC
AS RECEIVER FOR PLATINUM COMMUNITY BANK;
FDIC AS RECEIVER FOR PROSPERAN BANK; FDIC
AS RECEIVER FOR SCB BANK; FDIC AS RECEIVER
FOR SECURITY SAVINGS BANK; FDIC AS
RECEIVER FOR SHOREBANK; FDIC AS RECEIVER
FOR STATEWIDE BANK; FDIC AS RECEIVER FOR
STRATEGIC CAPITAL BANK; FDIC AS RECEIVER
FOR UNITED WESTERN BANK, F.S.B.; FDIC AS
RECEIVER FOR USA BANK; FDIC AS RECEIVER
FOR VENTURE BANK; AND FDIC AS RECEIVER
FOR WARREN BANK.

BY:

PRINT NAME: Floyd I. Robinson
TITLE: Acting Deputy General Counsel —

Litigation and Resolution Branch

[SIGNATURE BLOCK(S) CONTINUE ON NEXT
PAGE]

-10-



seeking removal, prohibition, or any other administrative enforcement action which may i
arise by operation of law, rule, or regulation. i

. Actions of the United States. Notwithstanding any other provision of this Agreement,
this Agreement shal} not be construed as 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 Attomey’s Office.

. No Confidentiality. ‘The BofA Entities and the FDIC-R acknowledge and agree that this
Agrcement shall not be confidential and will be disclosed pursuant to the FDIC’s
applicable policies, procedures, and other legal requirements. i

. No Admission of Liability. The Parties cach acknowledge and agree that the matters sct
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.

. 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, shal! be
deemed a complete original, binding the Party or Parties subscribed thereto upon
the execution by all Parties to the Agreement. j

b. Binding Effect. Each of the Parties represents and warrants that they are a Party
hereto or are authorized to sign this Agreement on behalf of the respective Party,
and that they have the fu] power and authority to bind such Party 1o 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 Jaws 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 scttlement embodied in this Agreement.



7, 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 the Failed Banks, and any
shareholder, member, accountholder, depositor, officer, and director of the Failed Banks
with respect to each Failed Bank and the assets of that Failed Bank, including, but not
limited to, the Failed Banks’ claims against the BofA Entities, The FDIC-R further
represents that it is cmpowered to sue and complain in any court of law to pursue, inter
alia, the claims against the BofA Entities asserted in the Actions. 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 cach 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):

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

c. any claims or causes of action against the BofA Entities or any other person
relating in any way to the BofA Entities’ performance of duties or obligations as
trustee for structured finance securities, including, but not limited to RMBS,
purchased by any failed financial institution;

d. any claims or causes of action by the FIDIC in any capacity other than as Receiver
for the Failed Banks; and

¢. any claims or causes of action against any person or entity not expressly released
in this Agreement.

9. Enforcement, Except as otherwise expressly stated hercin, nothing in the 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


MERRILL LYNCH MORTGAGE INVESTORS, INC.

By:
Title:

Date:

MERRILL LYNCH MORTGAGE CAPITAL, INC.

By:
Title:

Date:

MERRILI. LYNCH, PIERCE, FENNER & SMITH, INC.
(ON ITS OWN BEHALF AND AS SUCCESSOR BY
MERGER TO BANC OF AMERICA SECURITIES LLC)

By: bo has Co Checce et
Title: Gene 4 Cow st, Berra tent Oke tee

Date: 8/20/2014

[Signature Page to FDIC Agreement{


David.J.-Grais.

Grais & Ellsworth LLP

1211 Avenue of the Americas
New York, New York 10036

and

Benjamin-L.-Bailey

Bailey & Glasser LLP
209 Capitol Street
Charleston, WV 25301

Attorneys for FDIC-R

Brian-H.Pastuszenski
Inez, Il. Friedman-Boyce|
Goodwin Procter LLP
Exchange Place 53 State Strect
Boston, Massachusetts 02109

and

Mare-T.G.Dworsky-

James-C.-Rutte:

Munger, Tolles & Olson LLP
355 South Grand Avenue, 35th Floor
Los Angeles, California 90071

Attorneys for the BofA Entities

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.



SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made as of this 20th day of
August, 2014, by, between, and among the following undersigned parties (collectively, “Parties,”
and each a “Party”): the Federal Deposit Insurance Corporation (“FDIC”) as Receiver for Ist
Pacific Bank of California, the FDIC as Receiver for Affinity Bank, the FDIC as Receiver for CF
Bancorp, the FDIC as Receiver for Citizens Nationa] Bank (“FDIC-R-Citizens”), the FDIC as
Receiver for Colonial Bank (“FDIC-R-Colonial”), the FDIC as Receiver for Eurobank, the FDIC
as Receiver for First Banking Center, the FDIC as Receiver for First Dupage Bank, the FDIC as
Recciver for Franklin Bank, 8.S.B. (“FDIC-R-Franklin”), the FDIC as Receiver for Guaranty
Bank (“FDIC-R-Guaranty”), the FDIC as Receiver for Horizon Bank, the FDIC as Receiver for
Imperial Capital Bank, the FDIC as Receiver for Independent Bankers Bank, the FDIC as
Receiver for Los Padres Bank, the FDIC as Receiver for Palos Bank & Trust Co., the FDIC as
Receiver for Platinum Community Bank (“FDIC-R-Platinum”), the FDIC as Receiver for
Prosperan Bank, the FDIC as Receiver for SCB Bank, the FDIC as Receiver for Security Savings
Bank (“FDIC-R-Sccurity”), the FDIC as Receiver for ShoreBank, the FDIC as Receiver for
Statewide Bank, the FDIC as Receiver for Strategic Capital Bank (“FDIC-R-Strategic”), the
FDIC as Receiver for United Western Bank, F.S.B. (“FDIC-R-UWB”), the FDIC as Receiver for
USA Bank, the FDIC as Receiver for Venture Bank, and the FDIC as Receiver for Warren Bank
(the FDIC in its capacity as receiver for cach of the Failed Banks referred to as “FDIC-R”),) on
the one hand, and Bank of America Corporation, Banc of America Funding Corporation, Banc of
America Sccurities LLC, Banc of America Mortgage Securities, Inc., Bank of America, N.A.,
NB Holdings, Inc., Countrywide Financial Corporation, Countrywide Securities Corporation,
Countrywide Home [.oans, Inc., CWMBS, Inc., CWALT, Inc., CWABS, Inc., CWHEQ, Inc.,
Countrywide Capital Markets, LLC, Merrill Lynch Mortgage Capital Inc., Merrill Lynch
Mortgage Investors Inc., and Merrill Lynch, Pierce, Fenner & Smith Inc. (collectively, “BofA
Entities”), on the other.

WHEREAS:

The Failed Banks were depository institutions organized and existing under the laws of
United States and certain States. When each Failed 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 as Receiver succeeded to all rights,
titles, powers and privileges of each Failed Bank, including those with respect to its assets.

"Ist Pacific Bank of California, Affinity Bank, CF Bancorp, Citizens National Bank, Colonial
Bank, Eurobank, First Banking Center, First Dupage Bank, Franklin Bank, S.S.B., Guaranty Bank,
Horizon Bank, Imperial Capita] Bank, Independent Bankers Bank, Los Padres Bank, Palos Bank & ‘Trust
Co.,, Platinum Community Bank, Prosperan Bank, SCB Bank, Security Savings Bank, ShoreBank,
Statewide Bank, Strategic Capital Bank, United Western Bank, F.S.B., USA Bank, Venture Bank, and
Warren Bank will collectively be referred to herein as the “Failed Banks.”

-1-



BANC OF AMERICA FUNDING CORPORATION

By: Bacon Swen ste wn
Title: President

Date: 8/20/2014

BANC OF AMERICA MORTGAGE SECURITIES, INC.

Title:

Date:

NB HOLDINGS CORPORATION

By:
Title:

Date:

{Signature Page to FDIC Agreement]


BANK OF AMERICA CORPORATION

By UAW ELS YO

of

Title: DEA phy EN EL Hh Cd OEE
, f

Date: 8/20/2014

BANK OF AMERIGA. N.A.

By: HWA J Li ti) 4

Title: Dee hy SEEPS OKRL I b- LOA SEEM

Date: 8/20/2014

{Signature Page to FDIC 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 his or her counsel.

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

Federal Deposit Insurance Corporation

Attn: Deputy General Counsel — Litigation and Resolutions Branch
3501 Fairfax Drive

Arlington, VA 22226

With copies to:

Federal Deposit Insurance Corporation
Attn: Assistant General Counsel —
Professional Liability & Financial Crimes Section
3501 Fairfax Drive
Arlington, VA 22226

and

Federal Deposit Insurance Corporation

Attn: Assistant General Counsel -
Gencral Litigation Section

3501 Fairfax Drive

Arlington, VA 22226

and



CWHL 2006-18 2A7
CWHI, 2006-18 2A7
CWHIL 2006-21 Al6
CWAHL 2006-21 A18
CWHL 2006-HYB1 1A1
CWHL 2006-HYB3 M
CWHL 2006-HYB4 1A1
CWHL 2006-J2 1A1
CWHIL 2006-34 A3
CWHL 2007-2 Al5
CWHL 2007-J2 2A4
CWHL 2007-J2 2A5
CWL 2005-13 AF6
CWL 2006-15 A6

CWL 2006-19 2A2
CWL 2006-BC4 2A2

CWL 2007-13 2MI

Exhibit B



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 by the DOJ 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 the BofA
Entities any and all amounts paid to it under this Agreement.

2. Dismissals.

a. Upon receipt of the Settlement Funds by the DOJ, (i) the FDIC-R-7 shall move to
dismiss the BofA Entities from the RMBS Actions with prejudice, including
dismissing all appeals filed in such actions; (i) FDIC-R-19 shall withdraw from
the Class Actions, including by withdrawing its Class Action Objections with
prejudice and dismissing any pending appeals related to the Class Action
Objections with prejudice, and shall not take any action to oppose (A) the
settlement of the Class Actions (including providing assistance to any other
objector) or (B) any amendment or modification thereto; and (iii) FDIC-R-
Colonial shall move to dismiss Bank of America, N.A. from the Ocala Action
with prejudice,

b. Upon the FDIC-R’s submission of motions or other appropriate papers to dismiss
Bank of America, N.A, from the Ocala Action, Bank af America, N.A. shall (i)
move to dismiss FDIC-R-Colonial and FDIC-R-Platinum from the Ocala Action
with prejudice, (ii) move to dismiss the FDIC-R-Colonial from the APA Action
with prejudice, and (iii) instruct its attorneys to enter into a stipulation with FDIC
to dismiss the FOIA Action with prejudice.

ce, The FDIC-R and the BofA Entities agree to enter into stipulations providing that
the dismissals in the Actions, including the FOIA Action, shall be with prejudice,
with each party to bear its own costs and attorney’s fees.

3. FDIC-R Releases. Upon dismissal of the Actions with prejudice, the FDIC-R hereby

releases and discharges the BofA Eniilies and all of their respective current or former
direct or indirect parents, subsidiaries, and affiliates, together with each of their
respective successors and cach of their respective current or former shareholders,
officers, directors, employees, attorneys and other agents, but solely in their capacities as
such (collectively, the “BofA Entities 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:

a. any Failed Bank’s purchase, ownership, or sale of the RMBS certificates

identified on Exhibit A or Exhibit B, including but not limited to the facts,
transactions, representations, or omissions alleged in the complaints and amended

-4-



COUNTRY WIDE CAPITAL MARKETS, LLC

By: Michael Schloessmann
Title: President

Date: 8/20/2014

COUNTRY WIDE FINANCIAL CORPORATION

By: Michael Schloessmann

Title: CEO, President & Treasurer

Date: 8/20/2014

COUNTRYWIDE HOME LOANS, INC.

By: Michael Schloessmann

Title: CEO, President & Treasurer

Date: 8/20/2014

COUNTRY WIDE SECURITIES CORPORATION

By: Michael Schloessmann

Title: Director and President

Date: 8/20/2014

[Signature Page to FDIC Agreement]


MERRILL LYNCH MORTGAGE INVESTORS, INC.

By: Bare A Si\wergne uv
Title: Execowrve Nice Pe Sched

Date: 8/20/2014

MERRILL LYNCH MORTGAGE CAPITAL, INC.

By:
Title:

Date:

MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
(ON ITS OWN BEHALF AND AS SUCCESSOR BY
MERGER TO BANC OF AMERICA SECURITIES LLC)

By:
Title:

Date:

[Signature Page to FDIC Agreement}


Bank of America, N.A. commenced (1) a lawsuit against FDIC-R-Colonial and FDIC-R-
Platinum in the U.S, District Court for the District of Columbia, Bank of America, N.A. v. FDIC
in its capacity as Receiver for Celonial Bank and in its capacity as Receiver for Platinum
Community Bank, Case No. 1:10-cv-01681-BJR (the “Ocala Action”), and (2) a lawsuit against
FDIC-R-Colonial in the U.S. District Court for the District of Columbia, Bank of America, N.A.
v, Federal Deposit Insurance Corporation, Case No, 3:13-cv-01119-BJR (the “APA Action”).

. FDIC-R-Colonial commenced counterclaims in the Ocala Action against Bank of
America, N.A.

In connection with the Ocala Action and the APA Action, a law firm representing Bank
of America, N.A., has commenced a lawsuit under the Freedom of Information Act in the U.S.
District Court for the District of Columbia, Hunton & Williams v. Federal Deposit Insurance
Corporation, Case No. 1:13-cy-01123-BJR (the “FOIA Action”).

The BofA Entities deny all liability with respect to all claims that the FDIC-R has
brought or threatened to bring on behalf of the Failed Banks, FDIC-R-Colonial and FDIC-R-
Platinum deny all liability with respect to the Ocala Action. FDIC-R-Colonial denies all liability
with respect to the APA Action. FDIC denies all liability with respect to the FOJA 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 RMBS Actions, the Class Action
Objection, the Ocala Action, the APA Action, and the FOIA Action (collectively, “Actions”).

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. As an essential covenant and condition to this Agreement, and as
consideration for the releases and dismissals contained herein, certain of the BofA
Entities shall pay or cause to be paid ONE BILLION, THIRTY-ONE MILLION
DOLLARS ($1,031,000,000.00) to the FDIC-R (“Settlement Funds”) in accordance with
the terms of the agreement dated August 20, 2014, among the United States Department
of Justice (“DOJ”), those BofA Entities and certain States (the “DOJ Agreement”). In the
event that the Settlement Funds are not delivered to the DOJ in accordance with the terms
of the DOJ Agreement, interest shall accrue on all unpaid amounts at the rate of 5 percent
per annum from the date the payment was due under the terms of the DOJ Agreement,
which shall be no earlier than October 1, 2014, until the date the DOJ receives payment.
Without waiving any other rights that the FDIC-R may have, in the event that all
Settlement I'unds are not received by the DOF in accordance with the terms of the DOJ
Agreement, or ali accrued interest is not received by the DOJ within a reasonable time,
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 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 the BofA Entities agree to jurisdiction in the
United States District Court for the District of Columbia. The prevailing party in any

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

FDIC-R-7 commenced 14 residential mortgage-backed securities (“RMBS”) lawsuits
against BofA Entities (*(RMBS Actions”).’ A list of the Certificates in the RMBS Actions is set
forth in Exhibit A.

In Maine State Retirement System v. Countrywide Fin. Corp., Case No. 10-cv-302-MRP,
Luther v. Countrywide Fin. Corp., Case No, 12-cv-5125-MRP, and Western Conference of
Teamsters Pension Trust Fund v. Countrywide Fin. Corp., Case No. 12-cv-5122-MRP (C.D,
Cal.) “Class Actions”), FDIC-R-19* objected to the proposed class action settlements (“Class
Actions Objection”). A list of the Certificates in the Class Action Objection is set forth in
Exhibit B. FDIC-R-19’s appeals of the district court’s order granting final approval of the class
action settlement in those cases are pending in the U.S. Court of Appeals for the Ninth Circuit,
Appeal Nos. 14-55121, 14-55128, and 14-55120.

? EDIC-R-7 are: FDIC-R-Citizens, FDIC-R-Colonial, FDIC-R-Franklin, FDIC-R-Guaranty,
FDIC-R-Security, FDIC-R-Strategic, and FDIC-R-U WB,

> The RMBS Actions are: EDIC as Receiver for United Western Bank, F.S.B. v. Countrywide Fin.

Corp., et al., No. 2:11-cv-10400-MRP (C.D. Cal.); FDIC as Receiver for Franklin Bank, 8.S.B. v.
Countrywide Securities Corp., et al,, No, 12-cv-03279-MRP (C.D. Cal.); MDIC as Receiver for Citizens
National Bank and as Receiver for Strategic Capital Bank v. Bear Stearns Asset Backed Securities I LLC,
et al., No. 12 Civ. 4000 (S.D.N.Y.); FDIC as Receiver for Guaranty Bank y. Merrill Lynch, et al., No.
1:14-ev-00126-SS (W.D. Tex.); FDIC as Receiver for Colonial Bank v. Chase Mortgage Finance Corp.,
et al., No. 12 Civ. 6166 (S.D.N.Y.); FDIC as Receiver for Colonial Bank v. Banc of America Funding
Corp., et al., No. 03-CV-2012-901035.000 (Cir. Ct. of Montgomery County, Ala.); FDIC as Receiver for

Colonial Bank v. Countrywide Securities Corp., et al, No. 12-cy-08317 (C.D, Cal); FDIC as Receiver for

Security Savings Bank v, Banc of America Securities LLC, et al., No. 12-cv-06690-MRP (C.D. Cal.);
FDIC as Receiver for United Western Bank, F.S.B. v. Banc of America Funding Corp., et al., No, 1:14-
cv-00418- PAB-MJW (D. Colo.); HDIC as Receiver for Guaranty Bank v. Countrywide Securities Corp.,
et al., No. 12-cv-08558-MRP (C.D. Cal.), on appeal, No, 13-56675 (9th Cir.); FDIC as Receiver for
Strategic Capital Bank v, Countrywide Fin. Corp., et al., No. 12-cv-04354-MRP (C.D. Cal.), on appeal,
No, 12-57299 (9th Cir.); FDIC as Receiver for Strategic Capital Bank v, J.P. Morgan Securities LLC, et
al., No. 12-cv-08415-MRP (C.D. Cal.), on appeal, No, 13-56781 (9th Cir.); FDIC as Receiver for
Colonial Bank vy, Countrywide Securities Corp., ef al., No. 12-cv-06911-MRP, on appeal, No. 13-56783
(9th Cir.); and FDIC as Receiver for Security Savings Bank v. Countrywide Fin. Corp., et al, No, 12-cv-
06692-MRP (C.D. Cal.}, om appeal No. 13-56613 (9th Cir.).

* FDIC-R-19 are: FDIC as Receiver for Ist Pacific Bank of California, FDIC as Receiver for
Affinity Bank, FDIC as Receiver for CF Bancorp, FDIC-R-Citizens, FDIC as Receiver for Eurobank,
FDIC as Receiver for First Banking Center, FDIC as Receiver for First Dupage Bank, FDIC as Receiver
for Horizon Bank, FDIC as Receiver for Imperial Capital Bank, FDIC as Receiver for Independent
Bankers Bank, FDIC as Receiver for Los Padres Bank, FDIC as Receiver for Palos Bank & Trust Co.,
FDIC as Receiver for Prosperan Bank, FDIC as Recciver for SCB Bank, FDIC as Receiver for
ShoreBank, FDIC as Recciver for Statewide Bank, FDIC as Receiver for USA Bank, FDIC as Receiver
for Venture Bank, and FDIC as Receiver for Warren Bank.

-2-



BANC OF AMERICA FUNDING CORPORATION

By:
Title:

Date:

BANC OF AMERICA MORTGAGE SECURITIES, INC.

By: Cher] | Glory
Title: Presrdant and CEO
Date: 8/20/2014

NB HOLDINGS CORPORATION

By:
Title:

Date:

{Signature Page to FDIC Agreement]


CWABS, INC.

By: Michael Schioessmann

Title: Director and Senior Vice President

Date: 8/20/2014

CWALT, INC.

By: Michael Schloessmann

Title: Director and Senior Vice President

Date: 8/20/2014

CWHEQ, INC.

By: Michael Schloessmann

Title: Director and Senior Vice President

Date: 8/20/2014

CWMBS, INC.

By: Michael Schloessmann
Title: Director and Senior Vice President

Date: 8/20/2014

{Signature Page to FDIC Agreement]