(b)(6)

Date:

(b)(6)

Date:

August? ? ,2013 BY:

August 9, 2013

RUSSELL MCCANN

TITLE: Counset

PRINT NAME: Sam W. Cruse JIE

LEWIS S. RANIERI

BY:

TITLE: Counsel

PRINT NAME: William B. Monahan



B. No Allegation of Vivlations of Law,

Upon receipt of the Settlement Payment, to the extent the FDIC-R made or would be
deemed to have made, by its substitution for the Trustee as the plaintiff in the Bankruptcy
Action, any allegation that the Settling Defendants (i) violated any law, regulation or order
issued by a federal or state banking agency; (ii) breached a written agreement with a federal or
state banking agency or with Franklin or the Holding Company; (iii) engaged in an unsafe or
unsound practice in conducting the affairs of Franklin or the Holding Company; or (iv) breached
a fiduciary duty owed to Franklin or the Holding Company. then the FDIC-R withdraws all such
allegations, ifany, effective nunc pro force to June 10,2011, and shall not be deemed to have
been adverse to the Settling Defendants.

c. Execution.

‘This Agreement and the settlement reflected herein shall not be binding or enforceable
until this Agreement has been executed by all the Parties hereto. 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: and each such counterpart, upon execution and delivery, shail be deemed a complete
original, binding the Party or Parties subscribed thereto upon the executiun by all Parties to this

Agreement.

authorized to sign dhis

SILof the undersigned persons represent and warrant that thes

cement on behalf of the respective Party. and that they have the full power and suthority &

hind such Party to each and every provision of this Apreement. [his Agreement shal} he hinding


1. extend the period of time for payment, including interest accruing from the
date determined by Subsection A above. through the date of payment in full at a rate calculated
in accordance with 26 U.S.C. $662 1{a) (2);

2 al any Uime prior to receipt of payment in full (including accrued interest)
declare this Agreement pul! and void; provided. however. that in the event the FDIC- elects te
do so, it shall refund any portion of the Settlement Payment it has received:

3. at any time prior to receipt of payment in full (including accrued interest).
enforce this Agreement and, in such event, the Settling Defendants agree to jurisdiction in the
United States District Court for the Southern District of Texas, and to pay or cause their insurers
to pay all of the FDIC-R’s reasonable attorney’s fees and costs expended in enforcing the terms
of this Agreement; and/or

4, seek any other relief available to it in law or equity.

D. Any extension of time for delivery of the Sctthement Payment shall not prejudice
the FDIC-R’s right to take other action or seck any relief during or after such period of
extension, including the right to terminate the Agreement or bring an action to enforce the
Agreement.

SECTION IT: Releases.

A The FDIC-R's Releus

Upon recetpt ofthe Setdement Vayment and execpt as previded in SLC HON ELC. below

the FUIC-R, faritseif and its successors and assigns. hereby releases and discharges
1 the Settling Defendants and their respective insurers (ang insurers”

purents, subsidiaries, affiliates, directors, officurs, employees. agents, representatives. attorneys


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

Date: August _» 2013 BY:

(b)(6)

FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for Franklin Bank, S.S.B.

TITLE: Counsel, Professional Liability Unit

PRINT NAME: _ Peter M. Casey

ANTHONY J. NOCELLA

Date: August i'{_,2013 BY:

Date August, 2013 BY:

LITLE: Counsel

PRINT NAME: James G. Munisteri

ALAN E. MASTER, WILLIAM B. RHODES, JOHN B.
SELMAN, LAWRENCE A. CHIMERINE, DAVID M
GOLUSH, ROBERT A. PERRO, AND JAMES A.
HOWARD

TITLE: Counsel

PRINT NAMI: Cindy Connolly


(by(4)

(by(4)

3. Nothing in this Agreement shall be construed as waiving, tolling, or
otherwise prejudicing any rights, remedies, or defenses pussessed by the National Union Fire

Insurance Company of Pittsburgh (and/or its parents, affiliates, successors or assigns) under

Financial Instituuen-Bond-poliey number] (or any other Financial Institutions Bonds

issued by National Union Fire Insurance Company of Pittsburgh, its parents, affiliates,

or defenses possessed by Great American

successors or assigns), or any rights, remedic:

Insurance Group (and/or its parents, affiliates, successors or assigns) under Financial Institution

Excess Bond number, said rights being expressly reserved by both National

Union Fire Insurance Company of Pittsburgh and Great American Insurance Group. This
reservation of rights includes, but is not limited to, any statute of limitations or contractual
limitations period, discovery, and the timely submission of a sworn proof of loss. The FDIC-R
does not concede and reserves its right to contest the existence or applicability of any such rights,
remedies, or defenses of National Union Fire Insurance Company of Pittsburgh and Great
American Insurance Group.
SECTION HI: Waiver of Dividends and Proceeds From Litigation.

‘To the extent, if any, that the Settling Defendants are or were shareholders of the Bank or
the Holding Company and by virtue thereof are or may be entitled to a dividend, payment, or
other distribution upon resolution of the receivership of the Bank or proceeds in any litigation

ainst the United States based on ar arising gut of, in whole or

that has been or could be hraught a

in part. the closing ofthe Bank. or any alleged acts or omissions by the United States
BOVETIICIU or Any aucucy or depariment thereaf in connection with the Bank, its
conservatorship of receivership, Settling Defendants hereby waive any and all rivkts, ttle ang

interest in and to any and all such dividends, payments or other distributions. or proces ts


administrators, successors and assigns, hereby releases and discharges each of the other Setting
Defendants from any and all claims, demands, contracts, cbligations, damages. actions. and or

hether known or unknown. related in

causes of action, direct or indirect, in law or in equity v
any way to the Settling Defendants’ performance, nonperformance, or manner of performance of
their respective functions. duties and acts as directors, officers and/or employces of the Bank
and/or the Holding Company.

C. Scope of Releases.

1. The mutual releases set forth herein are given pursuant to Texas law and

are to he construed under Texas law, including Tex. Civ. Prac. & Rem. Code Ann. § 33.015(d),
which hars claims for contribution by joint tortfeasors and other similar claims. The Parties
hereto expressly intend to absolve one another against any claims for contribution,
indemnification or similar claims, arising out of or related to the claims released herein, in the

manner and to the fullest extent permitted under the law of Texas or any other jurisdiction that

might be construed or deemed to apply any claims for contribution, indemnification or similar

claims against any person released in this SECTION II.

2 “Unknown” as used in this Agreement means claims the holders de not

know or suspect exist in their favor at the time of the release which, if known ar suspected by
them. would or might have materially affected their decision to sete. The Parties hereby further

after discover (Acts which exist as af the dat

that they are aware that they may her

acknowk.

ofthis Avreement io idditian to or different from those which they now kaow or believe to he
true with respect tn the subjcet matter of this Agreement, but that itis their mtenden that ths

teleases. promises and covenants made herein shall be binding. effective and cnterceane and

that this setthoment shall fully, finally and ferever settle and release any and all claims rc


successors, assigns and reinsurers), agents, representatives, attorneys, heirs. executors,

administrators, successors and assigns. from any and al! FDIC-R Claims: and

2. all other former directors, officers, and employees of the Bank and/or the

Holding Company (collectively, the “Covered Persons”) and their respective insurers (and
insurers’ parents, subsidiaries, affiliates, directors, officers. employees, agents, representatives.
attorneys, successors, assigns and reinsurers). agents, representatives, attorneys, heirs, executors,

administrators, successors and assigns, and anyone acting on their behalf, from any and al}

claims, demands, contracts, obligations, damages, actions. and/or causes of action, direet or
indirect, in law or in equity, belonging to the FDJC-R, whether known or unknown, whether as
successor, assignee, or any other capacity (including as assignee of claims of the Trustee),
related in any way to their performance, nonperformance, or manner of performance of their
respective functions, duties, responsibilities and acts in connection with the Bank and/or the
Holding Company; PROVIDED, this release shail be null and void as to any Covered Person if
such Covered Person asserts any claim against the FDIC-R relating to the Bank and/or the
Holding Company.

B. The Settling Defendants’ Release.

Effective simultaneously with the release in SECTION ILA. above. the Settling

Defendants, on behalf of themselves individually, and their respective insurers. agents,

8. heirs, exccutors, administraters, successors and assigns. herchy release

representatives, attomc

anc discharge the FDIC-R and its employees. officers, directors, syents, representatives

alterneys, successurs and assigns. from any and all D0) Claims. In addition. eftective

simattancously with the release in SECTION ILA. above. each Settling Defendant. on behalf of

himself and his respective insurers, agents, representatives. attorneys, heirs, executors.


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.

FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for Franklin Bank, $.S.B.

Date: August , 2013 BY:
TITLE: Counsel, Professional Liability Unit

PRINT NAME: Peter M. Casey

ANTHONY J. NOCELLA

Date: August , 2013 BY:
TITLE: Counsel

PRINT NAME: James G. Munisteri

ALAN E. MASTER, WILLIAM B. RHODES, JOHN B
SELMAN, LAWRENCE A. CHIMERINE, DAVID M.
GOLUSH, ROBERT A. PERRO, AND JAMES A.
HOWARD

(b)(6)
Date: August 13 , 2013 BY:

TITLE: Counsel

PRINT NAME: Cindy Connolly


4 Notwithstanding any other provision of this Agreement, nothing herein:
limits, waives, releases, diminishes or compromises the jurisdiction and authority of the Federal
Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority to

institute administrative enforcement or other proceedings seeking removal. prohibition, civil

penalties, restitution or other relief as it may be authorized to seek pursuant to its supervisery or
regulatory authority against any persan.

5. Notwithstanding any other provision of this Agreement, this Agreement
does not waive any claims which could be brought by the United States through the Department
of Justice, the United States Attorney's Office for any federal judicial district, the United States
Securities & Exchange Commission, or any other department or agency of the United States as
defined by 18 U.S.C. § 6. In addition, the FDIC-R specifically reserves the right to seek court-
ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection Act,
18 U.S.C. § 3663, ct seq., if appropriate.

D. Express Reservation of Rights of Bond Carrier.

I. Notwithstanding any other provision, nothing in this Agreement shall
release or prejudice the rights of any underwriter of any financial institution bond, fidelity bond,
or banker's blanket bond on which the Bank is an insured, to bring any claims by way of
subrogation to the claims of the FDIC-R. against a) any directors, officers, or employees of the

Bank. including but not limited to the Settling Oetendants. in ther capacity as dirceters. cH

aremolovees of the Bank or in any other capacity. or bran other indivetual or ony

2 Nothing herein shall be construed te admit the existence ati wart
any claim or cause ef action on the part of any bond underwriter hy way of subrogation ta chains

of the FDIC-R. that weuld not exist had this Agreement not heen executed


SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreement") is made as of this 14" day of
August 2013 (“Effective Date”), by and among the Federal Deposit Insurance Corporation, as
receiver of Franklin Bank. S.S.B. and as assignee of certain claims of the trustee in bankruptcy of
Franklin Bank Corp. ("FDIC-R"), and Anthony J. Nocella) Alan E. Master, Russell McCann
William B. Rhodes, John B. Selman, Lawrence A, Chimerine. David M. Golush, Robert A.
Perro, Lewis S. Ranieri and James A. Howard, by and through their respective undersigned
counsel (collectively, the "Settling Defendants"). The FDIC-R and the Settling Defendants are
referred to collectively herein as the “Parties.”

RECITALS

WILEREAS, Franklin Bank, S.S.B. (“Franklin” or “Bank”) was a Tcxas state savings
bank, the deposits of which were insured by the Federal Deposit Insurance Corporation, and 4
wholly-owned subsidiary of Franklin Bank Corp., a Texas-based savings and loan holding
company (“Holding Company”); and

WHEREAS, the Settling Defendants served as directors, officers and/or employees of
Franklin and/or the Holding Company; and

WHEREAS, on or about November 7, 2008, the Texas Department of Savings and
Mortgage Lending elused Franklin, whereupon the Federal Deposit Insurance Corpuration was

appeantedt

s Fewerver for Franklin. [n accordance with 12 008.0. § TS2itd. the FUEC-R

sneceedest to ail riehts titles. powers and privileges of the Mank melucing those sath respon tt
its assets; and

WHEREAS, the Bank’s ass:

s belonging to the FDEC-R include any and all at the Banks

claims, demands, and causes ol actions against its former directors, officers. and employees


1. the Settling Defendants fully waive, and agree not tu assert. the statute ot
limitations or any other time-based defense with respect to any and all FDIC-R Claims that the
FDIC-R may bring; provided, however, that nothing herein shall in any manner revive any
FDIC-R Claims that were barred as of August 31, 2011 by any applicable statute of limitations
or any other time-based defense.

2 the FDIC-R fully waives, and agrees not to assert, the statute of limitations
or any other time-based defense with respect to any and all D/O Claims that the Settling
Defendants may bring; provided, however, that nothing herein shall in any manner revive any
D/O Claims that were barred as of August 31, 2011 by any applicable statute of limitations or
any other time-based defense.

Any negotiations pursuant to SECTION V(B)(a) shall not prejudice the FDIC-R’s right ta take
other action or seck any relief during or after such period of negotiation, including the right 10
terminate this Agreement and declare it nuil and void pursuant to SECTION V(B)(b)
SECTION VI: Notices.

Any notices required hereunder shall be sent by registered mail, first class, return receipt
requested, and may also be sent by email, to the following:
If to the FDIC-R:
Peter M. Casey
Counsel. Prof

Federal Deposit Insurance
i jes ard

sional Liability Unit

(b)(6)

yS16-13N83
Ifto Anthony J. Nocelle

James G. Munisteri
Gardere Wynne Sewell LLP


SECTION LV: Insolvency.

Each Settling Defendant warrants as to payments made on his behalf that at the time of
such payment, he is not insolvent nor will the payment made on his behalf render him insolvent
within the meaning and/or for the purposes of the United States Bankruptcy Code. [his warranty
is made by each Settling Defendant and not by his counsel.

SECTION V: Termination.

A. If the FDIC-R docs not receive the Settlement Payment in full on or before the
date determined by SECTION I(A) above, then:

1. the Settling Defendants fully waive. and agrce not to assert, the statute of
limitations or any other time-based defense with respect to any and all FDIC-R Claims that the
FDIC-R may bring; provided, however, that nothing herein shall in any manner revive any
FDIC-R Claims that were barred as of August 31, 2011 by any applicable statute of limitations
or any other time-based defense.

2. the FDIC-R fully waives, and agrees not to assert, the statute of limitations
or any other time-based defense with respect to any and all I/O Claims that the Settling
Defendants may bring; provided, however, that nothing herem shall in any manner revive any
DYO Claims that were barred as of August 31, 2011 by any applicable statute of limitations or
any other time-based defense.

a Within thirty (37) days ofthe Bankrupics Coats declining te enter the tinder
Approving Paymunt. the FDIC-R. in its sole useretion. shell have the preht to rb ester inte
neyntiations with the other Parties conceming an amendment te SECTION fCAr vf this
Agreement, and/or (b) termimate this Agreement and declare i null and voiel by written nutice te

counsel to all other Parties hereto. in which event


(by(4)

(by(4)

hereby against any of the aforementioned released persons or entities, known or unknown,

suspected or unsuspected, which now exist, or heretofore have existed, or may hereafter exist.
and without regard to the subsequent discovery or existence of such ditferent or additional facts.

3. Notwithstanding any other provision of this Agreement. the FDIC-R does

ly preserves fully and to the same extent as if this Agreement had not

not release, and expre:
been executed, any claims or causes of action:

a. against the Settling Defendants 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-R, the Bank, other financial institutions, or
any other person or entity, including without limitation any such claims acquired by FDIC-R as
successor in interest to the Bank or any person or entity other than the Bank;

b. against any person or entity not expressly released by the FDIC-R
in this Agreement;

c. against any underwriters, issuers or sellers of any securities, or
originators of any assets underlying any such securities, purchased, acquired or otherwise
obtained by the Bank;

d. against National Union Fire Insurance Company of Piushurgh and

ors and as

its parents. affiliates, suce sing under or relating to Financial Institution

ond puliey-number earned

e ayainst Great American Insurance Group anv its parents, affiliates

suecesseirs and assigns arising under or relating te Financial Institution Excess Mond sumber FS



(by(4)

(by(4)

(by(4)
(by(4)

(by(4)

Bankruptey Court Order authorizing and approving the Settlement Payment (as defined below !
(hereinafter, “Order Approving Payment”); (3) the expiration of the period within which a person
may seek appeal of such Order: or (4) ifany appeal as to such Order is filed and not dismissed or
withdrawn, the day the Order is upheld on appeal in al] material respects and is no longer subject
to further appeal or review. the Settling Defendants, jointly and severally, agree tu cause their
insurers to pay the FDIC-R the sum of EIGHT MILLION DOLLARS ($8.000,000.00) (the
“Settlement Payment"), Promptly after this Agreement has been fully executed, the Settling
Defendants shall file a motion for the Order Approving Payment.

B. The Settlement Payment shall be made payable to FDIC, as Receiver for Franklin
Bank, and delivered by check or direct wire transfer to:

If by check:

ADDRESS: JPMorgan Chase Attar DIC. (by(4)
Receivership.Lock.Box. 14800 Frye Road, 2nd
Floor, Fort Worth, TX 76155

If by wire:

ADDRESS: Fedcral Home Loan Bank of New York, New
York Main Office, 101 Park Avenue, New York NY
10178-0599. 212-681-6000 (Tel. number), 212-441-

6890 (Fax number)

rouTnGe Ed

FOR CREDIT TO: FDIC National Liquidation Account,
Accoun.#é#.F—— |
OBE-Asseenumber[=——=___ | Franklin Bank

Houston EX (FEN 1021): Professional Liabilin =} (b)(4)

DIF Fuad Contact John V. oot Vv 72. 7A
2509: Peter M. Casey. 703-516-1383. refercace Feankimn
Bank S.S.B_ Houston, PX PIN 10021) Professional

Liability E= pr Fund

c Ifthe PDIC-R does not receive the Settlement Payment in full on ur before the

date determined hy Subsection A above. then the FDIC-R, in its sole discretion, shall have the

night te.


upon and inure to the benefit of the Parties and their respective heirs, executors. administrators,
representatives. insurers (and insurers” affiliates), atlorneys, successors and assigns.

E. Entire Agreement.

This Agreement constitutes the entire agreement and understanding between and among
the Parties concerning the matters set forth herein and supersedes any prior agreements or
understandings. No representations, warranties or inducements have been made to or relied on by
any Party concerning this Agreement other than those contained therein.

F. Amendments.

This Agreement may not be amended or modified, nor may any of its provisions be
waived, except in writing by the Party or Partics bound thereby, or by their respective authorized
attorney(s) or other representative(s).

G. Reasonable Cooperation.

The Partics agree to cooperate in good faith to effectuate all the terms and conditions of
this Agreement, including doing, or causing their agents, insurers and attorneys to do, whatever
is reasonably necessary to effectuate the signing, delivery. execution, filing, recording. and entry
of any documents necessary to perform the terms of this Agreement.

H. Choice of Law.

This Agreement shall be interpreted. construed and enforced according to applica

or in its absence, the intemal bows «f the State of Texas. withuut repard te its

federal [av

conflicts af tans
I Forum.

Any legal action hrought to enforce this Agreement shall by brought in the United States

District Court for the Souther District of Texas.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement lo be executed

by each of them or their duly authorized representatives on the dates hereinafter subscribed.

(b)(6)

Date: August), 2013 BY:

Date: August 2013 BY:

Date. August. 2013 BY

FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for Franklin Bank, $.S.B.

MTLE: Counsel, Professivnal Liability Unit

PRINT NAME: — Peter M. Casey

ANTHONY J, NOCELILA

TITLE: Counsel

PRINT NAME: James G. Munisteri

ALAN E. MASTER, WILLIAM B. RHODES. J
SELMAN, LAWRENCE A. CHIMERINE, DAVID M
GOLUSIHI, ROBERT A. PERRO, AND JAMES A.
HOWARD

PRL do Counsel

PRINT NAME: Cindy Connolly


whether known or unknown, whether as successor, assignee, or any other capacity (including as

gnce of claims of the Trustee), against the Settling Defendants, related in any way to their
performance, nonperformance, or manner of performance of their respective functions, duties,
responsibilities and acts as directors, officers and/or employees of the Bank and/or the Holding
Company (the "FDIC-R Claims’), as to which each Settling Defendant fully and completely
denies there is any basis; and

WHEREAS, the Settling Defendants may assert any and all claims or counter-claims,
demands, contracts, obligations, damages, actions, and/or causes of action, direet or indirect, in
law or in equity, belonging to them, whether known or unknown, against the FDIC-R, relating to
the Bank or the Holding Company (the “D/O Claims”), as to which the FDIC-R fully and
completely denies there is any basis; and

WHEREAS, the Parties wish to fully. finally and forever settle and discharge one another
from and against the FDIC-R Claims and the D/O Claims, and to further release certain
additional claims of the FDIC-R with respect to other Covered Persons (as defined below), on

the terms and conditions set forth herein; and

WHEREAS, the Parties deem it in their best interests to enter into this Agreement tu

avoid the uncertainty and expense of litigation.

NOW. THEREFORE, in consideration of the promises, undertakings. payments a:
releases stated herein, the sufficiency of which consideration ts herchy ackneswledge!, the
urdersigned Partios agree. cach with the other, 2s frlows

SECTION [: Payment to FDIC-R.
A. As an essential covenam and condition to this Agreement, on ar before 21

business days following the latter of (1) the Effective Date: (2) the entry of a United States


arising from the performance, nonperformance and manner of performance of their respective
functions, duties and acts as directors, officers. andor employees of the Bank: and

WHEREAS, on March 13. 2009, the FDIC-R obtained an order of investigation relating
to Franklin pursuant to the Federal Deposit [Insurance Act. 12 U.S.C. $181 8(n) and 12 ULS.C.
§1821(d)(2)(D (‘Order of Investigation”); and

WHEREAS, on November {1, 2010, the trustee in bankruptey of the Holding Company
(the “Trustce”) tiled a Complaint against the Settling Defendants and Gien Mealey in the United

States Bankruptcy Court for the District of Delaware, George L. Miller. Chapter 7 ‘Trustee of the

Estate of Franklin Bank Corporation v. Lewis S. Ranieri, et al., Adv. Proc. No. 10-55350 (CSS)

(Bankr. Ct. D. Del.) (the “Bankruptcy Action”), which asserted certain claims against the
Settling Defendants; and

WHEREAS, on March 10, 2011, the United States Bankruptcy Court for the District of
Delaware approved a settlement agreement between the Trustee and the FDIC-R. which, among
other things, provided for the Trusice’s assignment to the FDIC-R of any and all claims of the
Trustee against the Settling Defendants: and

WHEREAS, on June LO, 2011, the FDIC-R was substituted for the Trustee as the plaintiff
in the Bankruptcy Action; and

WHEREAS, the FDIC-R and the Settling Defendants entered into a ToHing Agreement
on August 31. 202], as amended must recently on July bY. 2003 Co lalhinag Agreement).
pursuant te sehich, inter alia. the POLC-R veluntariiv tismissed the Bankrurics Ache. stthens

prejudice. on September 9. 2071: and

WHEREAS, the FIIC-R may assert any and all claims. demands. contracts. sklivations

damayes. actions. and/or causes of action, direct or indircet. in law or in equity. belonging te it


1000 Louisiana, Suite 3400
Houston, Texas 77002-5011
(b)(6)

If to Alan E. Master, William B. Rhodes, John B. Selman, Lawrence A. Chimerine, David M. Golush, Robert
A. Perro, and/or James A. Howard:

Cindy Connolly

Scott, Douglass & McConnico, LLP
600 Congress Avenue, Suite 1500
Austin, Texas 78701-3234

(b)(6)
If to Russell McCann:

Sam W, Cruse III

Gibbs & Bruns LLP

1100 Louisiana, Suite 5300

Houston, Texas 77002
(b)(6)

If to Lewis S. Ranieri:

William B. Monahan

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

(b)(6)

SECTION VII: Other Matters.

A. No Admission of Liability or Wrongdoing.

The Parties each acknowledge and agree that the matters set forth in this Agreement
consttuve the settlement and compromise 6f disputed claims and defenses. that this Agreement is

Mwoans ct then

net an admission or evidence of liability. wromudeing. resp nserlity or enfiemity
reyanding amy claim or defense. and that the Agreement shall net he ilered on recone an

evidence by of against any Party except to enforce its terns.


I Advice of Counsel

Each Party hereby acknowledges that he or it has consulted with and obtained the advice
of counsel prior to executing this Agreement. and that this Agreement has been explained to that
Party by his or its counsel.

K, Severability.

If any provision of this Agreement is held unenforceable, then such provision will. if
possible, be modificd to be enforceable but still reflect the Parties’ intentions. In any event. the
remaining provisions of this Agreement shall remain in full force and effect.

L. Title and Captions.

All section tittes and captions contained in this Agreement are for convenience only and

shail not affect the interpretation of this Agreement.

M. Authorship/Construction.

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is
expressly agrecd that this Agreement shall not be construed for or against any Party by reason of

which Party drafted it.