Page 1 

SETTLEME1"1' AND RELEASR A~REEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 1st day of 

'November, 2019, by, between, and among the following undersigned parties (collectively, 

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

for Guaranty Bank ("FDIC-R"), on the one hand, and Deutsche Bank Securities Inc., ("DBS!" ) 

on the other hand. 

WHICREAS: 

Guaranty Bank was a depository institution organized and existing under the laws of the 

United States and the State ofTexa~. When Guaranty Bank wa~ closed, the FDlC was appointed 

Receiver pursuant to 12 U.S.C. § 1821 ( c). 

In accordance with 12 lJ .S .C. § 1821 (d), he FDIC-R succeeded to all rights, titles, 

powers and privileges of Guaranty Bank, including those with respect to its assets. 

FDIC represents that among the assets of Guaranty Bank to which the FDIC-R succeeded 

were any and all of Guaranty Hank's claims, demands, and causes of action arising from any 

action or inaction related to any loss incurred by Guaranty Bank. 

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

Guaranty v, Deutsche Bank, 1: I 4-cv-129-XR (W.D. Tex.), pending in the United States District 

Court for the Western District of Texas, in which DBS! is the defendant ("RMBS Action"), 

The RMBS certificates at issue in the 

Agreement arc ...,_ ___ .,.......,_,= c,s-.,.-.---;-,--,-,-;,:-:-=;;-::-,-,----,:-;-=~-;,;-~ -;,:---:-.;;are the 

RMBS certificates upon w 1c DBS[ 1s sued in the RMBS Action ("DBS! Certificates"). 

IJBSI denies all liability with respect to aL 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 the claims against DBS! in the RMBS 

Action. 

NOW, THRREFORE, in consideration of the mutual promises, undertakings, payments, 

and releases stated herein, the sufficiency of whic:i 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, DASI 

shall pay or cause to be paid ONE HU NDRED FIFTY MILLION DOLLARS 

($150,000,000.00) (the "Settlement Funds") to the FDIC-R. DBS I shall make such 

payment within 20 days of the later of the day upon which FDJC-R provides DBSI w ith a 

current W-9 and wire instructions or the date hy which all parties shall have executed this 

(b)(4) 
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Agreement a.'l evidenced by the latest date on the signature pages ("Payment Date"). Thi.'l 

amount represents the full settlement consideration, with each Party to bear its own costs 

and attorneys' fees in connection with the RMBS Action. In the event that the Settlement 

Funds are not delivered to the FDIC-R by the Payment Date, interest shall accrue on all 

unpaid amounts at the rate of 5 percent per annum from the Payment Date until the date 

the FDIC-R receives payment. Without waiving any other rights that the FDIC-R may 

have, in the event that all Settlement Funds are not received by the FlJJC-R by the 

Payment Date, then the FDIC-R, in its sole discretion, shall have the right to dechirc this 

Agreement null and void, shall have the right to extend the terms of this Agreement for 

any period oftime until it receives all Settlement Funds (including all accrned interest), 

and/or shall have the right to enforce thi.'l Agreement, in which event DBSJ agrees to 

jurisdiction in the United States District Comi for the District of Columbia and agrees to 

pay the FDIC's reasonable attorney's fees if the FDIC prevails. Any decision by the 

FDIC-R to extend the terms of this Agreement or to accept a portion of the Settlement 

Funds shall not prejudice its rights to declare this Agreement null and void at any time 

prior to receipt of all Settlement Funds (including all accrued interest) or to enforce the 

term.'l of this Settlement Agreement; provided, however, that in the event the FDIC-R 

dechires this Agreement null and void, the FDIC-R will return to DBS! any and all 

amounts paid to the FDIC-R under this Agreement. 

2. Dismissal. No later than five (5) business days of the Payment Date the FDIC-R shall 

move for an entry of an order in the RMBS Action dismissing with prejudice the RMBS 

Action in the form attached as Exhibit A hereto. 

3. FllIC-R Releases. Upon receipt of the Settlement Funds, the FDJC-R hereby releases 

and discharges DBS!, and all of its current or former direct or indirect parents, 

subsidiaries, partners, and <1fft Ii ates, together with each of their respective successors and 

assigns, and each of their respective current or former shareholders, officers, paiiners, 

directors, employees, representatives, <1ttomeys and other agents, but solely in their 

capacities a.'l such, from any and all claims, including any cross-claims or counter-claims, 

demands, actions, causes of action, and liabilities of any type, whether known or 

unknown, whether asserted or unasserted, whether disclosed or undisclosed, whether 

accrued or u11<1ccrucd, whether fixed or contingent, whether direct or indirect, and 

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

owne1·ship, or sale of the lJHSI Certificates, including but not limited to the facts, 

transactions, representations, or omissions alleged against DBSI in the RMBS Action 

(collectively "Released Claims"). For the avoidance of doubt, this release does not apply 

to any claims, demands, actions, causes of action, or liabilities of any type, whether 

known or unknown, whether assettcd or unasscrted, whether disclosed or undisclosed, 

whether accrned or unaccrucd, whether fixed or contingent, whether direct or indirect, 

and whether at law or in equity based upon or relating to Guaranty Hank's purchase, 

ownership, or sale of any DBS! certificates other than the DBSI Certificates. 

4. DBSI Releases. Upon entry of the order of dismissal of the claims asserted against it in 

the RMHS Action with prejudice, DBS! hereby releases and discharges the FDIC-R, and 

each ofit8 current or former employees, officers, directors, representatives, successors, 

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and assigns, from any and all claims, demands, actions, causes of action, and liabilities of 

any type, whether known or unknown, wl:ether asserted or unasserted, whether disclosed 

or undisclosed, whether accrued or unaccrued, whether fixed or contingent, whether 

direct or indirect, and whether at law or in equity, based upon or relating to Guaranty 

Rank's purchase, ownership, or sale of the DBS! Certificates, including but not limited to 

the facts, transactions, representations, or omissions alleged in the RVIHS Action. 

5. Release of Vnknown Claims. Each of the FDlC-R and DBS[ 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 conforrcd 

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 GFt\ERAL REl,EASE DOES NOT EXTEND TO CJ,Al\tlS WHICH TH[,, 

CREDITOR DOES 1\'0T KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR 

AT THE TIME OF EXECUTING Tl-IE RELEASE, WIIICII, IF KNOW~ BY I JIM OR 

IIER MUST HAVE MATERIALLY AHECTED HIS OR HER SETTLEMENT WITH 

TIIE DEBTOR." 

The Parties acknowledge that inclusion of the provisions of this Parab'Taph 5 of this 

Agreement was a material and separately ·:mrgained-for element of this Agreement. The 

Parties further acknowledge that the releases granted herein arc specific releases, not 

general releases. 

6. Authority, The FDIC-R represents that under the Federal Deposit Insurance Act, the 

FDIC is authOI'ized to be appointed as receiver for failed depository institutions and that it 

succeeded to all rights, titles, powers, and privileges of Guaranty Bank, and any 

shareholder, member, accountholder, depositor, officer, and director of Guaranty Bank 

with respect to Guaranty Oank and the assets of Guaranty Bank, including, but not 

limited to, Guaranty Bank's claims against DBSI. The FDIC-R fuithcr represents that it is 

empowered to sue and complain in any court of law to pursue, inter alia, the claims 

against DBSJ asserted in the RMBS Action. fach Paity 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 preserves fully and to 

the same extent as if the Agreement had nJt been executed (provided, that this provision 

shall not be construed as an acknowledgment that any such claims or causes of action 

exist or arc valid): 

a. any claims or causes of action against DBS! or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of any promissory 

note or indebtedness payable or owed by it to the FDIC, to any financial 

. 3. 
Page 4 

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 DBS! or any other person or entity relating 

in any way to the London Interbank Offered Rate; 

c. any claims or causes of action against DBS[ or any o1her 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 arc related to the consolldated actions, centralized actions, or multidistrict litigations: (i) In re Treasury Securities Auction Antitrust Litigation, MDI, 

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

Litigation, '.\Jo. 1: J 3-cv-07789 (SJlN.Y.); (iii) In re Interest Rate Swaps Antitrust 

Utigation, MDL No. 2704 (S.D.KY.); (iv) Alaska Electrical Pension Fund v. 

Bank of America, No. 1: l 4-cv-07126 (S.D.N.Y.); (v) In re SSA Bonds Antitrust 

Utigation, No. I :16-cv-03711 (S.D.N.Y.); (vi) Sullivan v. Barclays !'LC, No. 

I :13-cv-02811 (S.D.N.Y.); and (vii) In re CSE Bonds Antitrust Litigation, No. 

l: 19-cv-01704 (S.D.\l.Y.), including any successor action to any action in 

Parabrraph 7.c.i.- -vii., 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 wbject; 

d. any claims or causes of action by the Fl)[C in any capacity other than as Receiver 

for Guaranty Bank; 

e. a_ny claims or causes of action relating to RMBS certificates other than the DHSJ 

Certificates; and 

f any claims or causes of action against aoy pecson oc entity, including, but not 

limited to, DBSI not expressly released in this Agreement. 

8. Certain DBSI Claims Not Released. Notwithstanding the releases in Paragraph 4 

above, DBS! 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 acknowledgement that any such claims exist or arc valid), any claims against any 

person or entity, including but not limited to the FDIC or the FDIC-R, not expressly 

released in this Agreement. DHSI preserves all rights, claims, counterclaims and 

defenses with respect to any claims reserved by the FDIC in Paragraph 7 above. 

9. Enforcement. Except as otlierwise 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 i nstitL1tc administrati vc enforcement proceedings 

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seeking removal, prohibition, or any other administrative enforcement action which may 

arise by operation of law, rule, or regulatiun. 

10. 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 tl1ereof (other than the FDIC-R), including, but not limited to, through the 

United States Depmtmcnt of Justice or any United States Attorney's Office. 

11. No Confidentiality. DBSJ and the FJ)]C-R acknowledge and agree that this Agreement 

shall not be confidential and will be disclosed pursuant to the FD!C's applicable policies, 

procedures, and other legal requirements. 

12. Tax Treatment. In accordance with 26 U.S.C. § 162(f), the Settlement Funds of 

$150,000,000 set forth in Paragraph 1 are restitution for damages which may be cc1uscd 

by the potential violation of a law. 

13. No Admission of Liability. The Parties each acknowledge and agree that the matters set 

forth in this Agreement constitL1te the settlement and compromise of disputed claims and 

that the Agreement is not an admission or evidence of liability or the insufficiency of any 

defense by any of them regarding any claims, all ofwhieh are expressly disputed. The 

Parties fmther 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. 

14. Representations and Acknowledgements. 

a. Execution in Countel))arls. 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 Paiiies to the Agreement. 

b. Binding Effect. Each of the Parties represents and warrants that it is a Party 

hereto or is authorized to sign tl1is Agreement on behalf of the respective Party, 

and that it has the full power and authority to bind such Party to each and every 

proviHion of"thc 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 contlicts oflaw principles. 

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(b)(6) 

(b )(6) 

Page 6 

d. Jurisdiction. All Parties hereto submit to the personal jurisdiction of the United 

States District Court for the Weskrn District of Texas 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 tenns proposed ot 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 lhe 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 its counsel. 

h. Notices. Notices required by this Agreement shall be communkated by email and 

any form of overnight mail or in person to: 

~-""f-'imeral..D.t~oosit Insurance Corporc.tion 

Attn: Patricia Butler '--:-.------,-......,....-..,.......,. ........... Professional Liability and Fi:lancial Crimes Section 

350 l Fairfax Drive 

Arlinbrton, VA 22226 

David J. Grais 

Grais & Ellswo._rt~1 ~------------' 

950 Third Avenue, 24th Floor 

New York, New York l 0022 

Attorneys for FDICR 

and 

Deutsche Hank Securities Inc. 

Attn: Joe Salama 

Global Head of Litigation and Regulatory Enforcement 

60 Wall Street 

1':ew York, NY 10005-2836 
(b)(6) 

Page 7 

and 

Andrew T. Frankel ~----------' 

Simpson Thacher & Ba1tlctt LLP 

425 I,exington Avenue 

New York, NY 10017 

Attorneys for DBS! 

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. 

Date:4fe 

Date: ---

Date: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

GUARANTY BANK 

BY 

PRINT NAME:~ IL t 14-6._,_J <.1 ... l. f R._ 

TITLE: Counsel 

DEUTSCHE BANK SECURITIES INC. 

BY: ---------- ··-· ---- ·-··-···---

PRINTNAME: 

TITLE: 

DECTSCHE BANK SECURTTIE8 INC. 

BY: 

l1RINT NAME: ------ -------- - ···---'-----

TITLE: 

-7-

(b )(6) 
(b)(6) 

Page 8 

Andrew T. Frank.el 

Simpson Thacher & ~------~ Bartlett LLP 

425 Lexington Avenue 

New York, NY 10017 

Attorneys/or IJB.'l'J 

Ii\ WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each oftliem or their duly authorized rcprnsentativcs on the dates hereinafter subscribed. 

Date: __ _ 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

GUARANTY BANK 

BY: __________ ~--'--

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

TITLE: Counsel 

DE 

BY: 

PR! 

L-------~......, ...... ....-.7Tn'l=rir& 

TITLE: As!Otlate General Counsel 

BY: 

DEUjr 

.__ _____________ __, 

PRINT NAME: 

TITLE: 

----------

Andrew Stemmer 

Managing Director & 

Associate General Counsel 

(b)(6) 

(b)(6) 
Page 9 

EXHIBIT A 
Page 10 

IN THE UNITED STATES DISTRICT COURT 

FOR THE WESTERN DISTRICT OF TEXAS 

AUSTIN DIVISION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

GUARANTY BANK, 

Plaintiff, 

-v.-

DEUTSCHE BANK SECUJUTIES INC. 

Defendants. 

CivilActionNo.14-cv-129-XR 

STIPULATION OF VOLUNTARY DISMISSAL WITH PREJUDICE 

Pursuant to Federal Rule of Civil Procedure 4 l(a)(l), Plaintiff Federal Deposit Insurance 

Corporation as Receiver for Guaranty Bank ("FDIC-RH) and Defendant Deutsche Bank 

Securities Inc. ("DBSI") (collectively, the "Parties") by and through their counsel of record, 

hereby stipulate as follows: 

WHEREAS, the Parties have reached an agreement to settle the PDJC-R 's claims against 

DBSI in this action; 

NOW, THEREFORE, it is hereby stipulated, subject to the Court's approval, that the 

FDIC-R's claims against DBSI in this action are dismissed with prejudice, pursuant to Fed. R. 

Civ. P. 41, and each patty shall bear its own costs and attorneys' foes. 

{GODS0066.1) 
Dated: November_, 2019 

~ YETTER COLEMAN LLP 

(b)(G) ~~auLYetter State Bar No. 

(b)(6) 

(b)(6) 

811 Main Street, Suite 4100 

Austin, Texas 77002 

Telephone: (713) 632-8000 

Fax: (713) 632-8002 

GRAIS & ELLSWORTH LLP 

950 Third Avenue 

New York, NY 10022 

Tel: (212) 755-0100 

Fax: (212) 755-0052 

Fax: (212) 755-0052 

Attorneys for Plaintiff Federal Deposit 

Insurance Corporation as Receiver for 

Guaranty Bank 

Page 11 

DA VIS, GERALD & CREMER, P.C. 

By: 

Shannon H. Ratliff (State Bar No. 16573000) 

Lisa A Paulson (State Bar No. 00784732) 

300 West 6th Street Suite 1830 

Austin, Texas 78701 

Tel: (512) 493-9600 

Fax: (512) 493-9625 

SIMPSON THACHER & HARTLETT LLP 

exm on venue 

New York, New York 10017 

Tel: (212) 558-4000 

Fax: (212) 558-3588 

Attorneys for Defendant Deutsche Bank 

Securities Inc. 

- {G0090066.l} 

(b )(6) 

(b )(6) 

2-
Page 12 

IN THE UNITED STATES DISTIUCT COURT 

FOR THE WESTERN DISTRICT OF TEXAS 

AUSTIN DIVISION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

GUARANTY BANK, 

Plaintiff, 

-v.-

DEUTSCHE BANK SECURrI1ES INC. 

Defendants. 

----------·----- ----------

Civil Action No. 14-cv-129-XR 

ORDER OF DISMISSAL 

BE IT REMEMBERED on this day there was presented to the Court the Stipulation of 

Voluntary Dismissal with Prejudice filed by Plaintiff Federal Deposit Insurance Corporation, as 

Receiver for Guaranty Bank ("FDIC-R") and Defendant Deutsche Bank Securities Inc. ("DBSI") 

in the above-referenced action, and after consideration of the same, the Court enters the 

following orders: 

IT IS ORDERED that the Stipulation of Voluntary Dismissal with Prejudice is 

GRANTED in all respects and this action is hereby DISMISSED with prejudice. 

IT IS FINALLY ORDERED that all costs arc adjusted against the party incurring the 

same. 

SIGNED this the __ day of ______________ in Austin, Texas. 

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

UNITED STATES DISTRICT JUDGE 

(G0090066.1)