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SETTLEMENT ANll AGREEMENT This Settlement <1nd Release Agreement is made as of this 26th day of \1ay, 2016, by, hetwccn, nnd among the following undersigned parties (collectively, .. Parties:· and each a "Party"): the Federal Deposit Insurance Corporation (''FDIC') as Receiver for Colonial Bank ("'FDlC-R-Coloni<ll''); FDIC as Receiver for Franklin Bank, S.S.B. ("FDIC-R- Franklin''); FDIC as Receiver for Guaranty Bank ("FDIC-R-Gunrnnty"); FDIC as for Security Savings Bank ("FDIC-R-Security Savings"): and FDIC as Receiver tor Strategic Capital Bank (''FDIC Capital") 1 on the one hand. and Credit Suisse Securities (USA) LLC ("Credit Suisse"). U1S LLC c·LBS"), f.Jward D. .Iones & Co., LP. ("'Edward Jones''). Deutsche Bank Securities lm:. ("D;:utsdH: Bank"). Bardays Cupitallnc. (''Bardays"). RBS Securities Inc. (''RBS"'), Paribas Securities Corporation ("BNP''). <md Goldman. Sachs & Co. ( .. Goldman") (each an .. Underwriter"' and collectively. ··Underwriters"). on the other. WHEREAS: The Failed Banks were depository institutions orgnnized and under the laws of the United Slates and certain states. When each Bank was closed. the FDIC was appointed Receiver pursuant to 12 U .S.C. s 1 S21 (c). In with 12 U.S.C. § 182 I (d). FDIC as Receiver lor each of the Failed Banks ("FDIC-R") succccckd to all rights, po,wrs and privileges of em.:h Failt:d Bank. including those with respect to its assets. Among the c.1sscts of each Faill:d Bank to which the FDIC-I{ succeeded were any and all of Failed Bank's claims, demands, and causes or action arising from any action or inaction related to any loss inl:urred by tht• Faikd Bank. FDIC-R is pl<tintiff in six residential mortgag\!-backed securities r-RMBS") lav.:suits in which the Underwriters are the sole remaining Jdendants ("RMRS Actions''). 2 A list of· the Certificates in the RMBS Actions. by Underwriter c·RMBS is t<.wth in Exhibit t\. -------····-········--·------ 1 Co1onialllank, franklin Bank. S.S.B., Guaranty Bank, Security Savings Bank. and Strategic Capital Bank will each be rckrred to hen: in as a ·'Failed Hank'' and as the ·Tailed l3anks." 2 The RMAS Actions are: ( 1) FDIC us Rec<!ivel'.f(w Colonial Bank r. /Jarc/ays CafJital lite .. No. 13-56 783 (lilcd Oct. 16, 2013 ). appeal trom 2: \2-cv-06911-\1RP-MAN (C. D. Cal.}; (2) FWC ,,s Receh·erjiJr Colonial Ba11k v. Credit Suisse Sec. rUSA) U.C, 12-;;:v-00784- WK WC (M.O. Ala.): (3) f DIC as Frankl in Rank t·. !IN f' Parihus Sec. Corp. No. 14-5 70 14 (9th Ci r.} ( ti Icc! Dec. 11, 2014 ), appeal from 2: (C. D. Cal.); ( 4) FDIC as Receirer fin· Hank t·. CW.-tl.7; INC.. 13-56675 (9th Cir.) (likd Sept. 25, 2013). appeal from 2: 12-cv-08558-\-1RP-MAJ'\ (C. D. Cal.); (5) FDIC as Rec:eit·erj(Jr Security Sari11gs Bank v. /Jane olAmerica St?curities LL( ·.No. 15- 55002 (9th Cir.) (tiled Jan. 2, 2015), appeal from 2: 12-cv-06690-MRP (C. D. Cal.); and (6) Ff){C as l?c!ceit·c-rfor ,)'tmtegic Capital Bank v. J.P. ,\.-lorgun SecuriLh:s U.C. No. I 3-56 781 (9th Cir.) (likd Oct. 15. 20 I}). appeal from 2: l2-cv-Q8:ll5-MRP (C. D. Cal.) - I -
Transcript
Page 1: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

SETTLEMENT ANll RELEASI~ AGREEMENT

This Settlement <1nd Release Agreement ("Agr~cmcnt") is made as of this 26th day of \1ay, 2016, by, hetwccn, nnd among the following undersigned parties (collectively, .. Parties:· and each a "Party"): the Federal Deposit Insurance Corporation (''FDIC') as Receiver for Colonial Bank ("'FDlC-R-Coloni<ll''); FDIC as Receiver for Franklin Bank, S.S.B. ("FDIC-R­Franklin''); FDIC as Receiver for Guaranty Bank ("FDIC-R-Gunrnnty"); FDIC as R~c~iver for Security Savings Bank ("FDIC-R-Security Savings"): and FDIC as Receiver tor Strategic Capital Bank (''FDIC -R-Strat~:gic Capital") 1 on the one hand. and Credit Suisse Securities (USA) LLC ("Credit Suisse"). U1S S~curitics LLC c·LBS"), f.Jward D . .Iones & Co., LP. ("'Edward Jones''). Deutsche Bank Securities lm:. ("D;:utsdH: Bank"). Bardays Cupitallnc. (''Bardays"). RBS Securities Inc. (''RBS"'), B~P Paribas Securities Corporation ("BNP''). <md Goldman. Sachs & Co. ( .. Goldman") (each an .. Underwriter"' and collectively. th~ ··Underwriters"). on the other.

WHEREAS:

The Failed Banks were depository institutions orgnnized and ~xisting under the laws of the United Slates and certain states. When each fL:til~d Bank was closed. the FDIC was appointed Receiver pursuant to 12 U .S.C. s 1 S21 (c).

In accordanc~ with 12 U .S.C. § 182 I (d). th~ FDIC as Receiver lor each of the Failed Banks ("FDIC-R") succccckd to all rights, titl~s. po,wrs and privileges of em.:h Failt:d Bank. including those with respect to its assets.

Among the c.1sscts of each Faill:d Bank to which the FDIC-I{ succeeded were any and all of c<~ch Failed Bank's claims, demands, and causes or action arising from any action or inaction related to any loss inl:urred by tht• Faikd Bank.

FDIC-R is th~ pl<tintiff in six residential mortgag\!-backed securities r-RMBS") lav.:suits in which the Underwriters are the sole remaining Jdendants ("RMRS Actions'').2 A list of· the Certificates in the RMBS Actions. by Underwriter c·RMBS Certificate~"), is s~t t<.wth in Exhibit t\.

-------····-········--·------1 Co1onialllank, franklin Bank. S.S.B., Guaranty Bank, Security Savings Bank. and Strategic

Capital Bank will each be rckrred to hen: in as a ·'Failed Hank'' and c:ollc-~tively as the ·Tailed l3anks." 2 The RMAS Actions are: ( 1) FDIC us Rec<!ivel'.f(w Colonial Bank r. /Jarc/ays CafJital lite .. No.

13-56 783 (lilcd Oct. 16, 2013 ). appeal trom 2: \2-cv-06911-\1RP-MAN (C. D. Cal.}; (2) FWC ,,s Receh·erjiJr Colonial Ba11k v. Credit Suisse Sec. rUSA) U.C, 12-;;:v-00784-WK W · WC (M.O. Ala.): (3) f DIC as Recein~r/iJI· Frankl in Rank t·. !IN f' Parihus Sec. Corp. No. 14-5 70 14 (9th Ci r.} ( ti Icc! Dec. 11, 2014 ), appeal from 2: 12-~v-03279-MRP-MAN (C. D. Cal.); ( 4) FDIC as Receirer fin· Guwaii~V Hank t·.

CW.-tl.7; INC.. ~o. 13-56675 (9th Cir.) (likd Sept. 25, 2013). appeal from 2: 12-cv-08558-\-1RP-MAJ'\ (C. D. Cal.); (5) FDIC as Rec:eit·erj(Jr Security Sari11gs Bank v. /Jane olAmerica St?curities LL( ·.No. 15-55002 (9th Cir.) (tiled Jan. 2, 2015), appeal from 2: 12-cv-06690-MRP (C. D. Cal.); and (6) Ff){C as l?c!ceit·c-rfor ,)'tmtegic Capital Bank v. J.P. ,\.-lorgun SecuriLh:s U.C. No. I 3-56 781 (9th Cir.) (likd Oct. 15. 20 I}). appeal from 2: l2-cv-Q8:ll5-MRP (C. D. Cal.)

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Page 2: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank.

The Parties deem it in their best interests to cn!cr into this Agrccm~nt to avoid the unc~::rtu inty, trouble. and expense of fu rther litigation oi'the RM 13S Ac!ions.

NOW, THEREFORE, in consideration ofth~ promise::;. untlcrtaking:>. payments. and rell.!a~es stated herein. the S\lfliciency of which consideration is hereby acknowledged. the Parties agree. each with the other. us follows:

1. Payment of the Settlement Funds. The:: l.:ndcrvvriter::> have caused to be paid $190.000,000 (th<: ·'Settlement Funds'') for the bene tit of the FDIC-R into nn account maintained by Grais & Ellsworth LI .P (""Crais & Ellsworth"). This amount represents the J'u ll scnlc m~nt considerat ion. wi th each Party to hear its own costs und attorneys ' t"t:es in conn<..'dion with the RMBS Actions. Wilhin 1wo business days of the Parti~s· exchange ol' all signatun:s to !his Agreement, Grais & l.::tlsworth shall cause !he Scttkment Funds to be disbursed to the FDJC~R. At no time prior to the exchange of all signatures shall this Agreement be enforceable against any Party.

2. Dismissal. After payment of the Settlement Funds as set fot1h in par~•graph 1 above, within 10 hus in~ss days or the exchange ot' all signatures to the AgrccmenL I he FDIC -R and the Underwriters will file ~tipulations of dismissal with prejudice in tho;:; RMBS Actions in a form !:ittli~ J ~tctory to the l.: ndenvriters and tht? FDlC-R. terminati ng the RMBS Actions ns to all remaini ng parties named in the lit igation and resulting in dismissal with prejudice as to all defendants.

3. FOIC-R Releases. Upon exchange of all signatures to this Agreement as set forth in paragraph 1 nbove, the FD!C·R hereby releases and dis<.: harges the Underwriters, and each of them. tlnd all of each Underwriter's current or form~r dinx t or indirect par~nts. subsidiaries. p;:trtners. unci affiliates. togeth\!r \\ith each of their rcspt:<.:tiv~:: su<.:ccssors and each of their respective current or former shar~hokkrs. officas. partn~:rs. directors. employees. attorneys and oth~r agents. but so lely in their capacities as such. from any and nil clai m:-:~, de munds, a(.; ti ons, causes of action, and liabilities of any type, \vhethcr known or unknown, whether asserto::d or lmusserted, wht:the r disclosed or undisclosed, whether accrued or unaccrued, whether fixed or contingent, whether direct or indirect. nnd \.Vhcthcr atlavv or in equity. based upon or rebting to each Failed Bank's purchase, O\vnership. or sale of the RMBS Cenificatcs, including. hut not limited tCJ the facts, transactions, reprc:;entations, or omissions ulleged in the RlvlBS t\ ctions (colb :tivdy "Rekased Claims''). For the avoidunct.' of dnuht. nnd withoul limiting the getwrality of the foregoing in any '"'"'Y· it is understood und agreed that th~ rekasc ~ct forth in this paragraph 3 relt>a::;es and dischnrg.;s Gny and all Relc~tsed Claims that many time wen~ owned or controlled by CBG Investments. Inc. (''C RGJ"), f<.mncrly a subsid iary of Colonial Bank , to the rultest extent FDIC-R has legal ahili ty and authority to release such claims in it ::; ~.:apnc it y as re-ceive r for Colonial Bank.

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Page 3: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

4. lJnderwriter Releases. Upon dismissal or th~ claims asserted against them in the R~1BS Actions with prejudice. each Underwriter hereby releases and discharges tht! 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. Jcnwnds, actions, causes of action, and liabilitil!s of any type, whether known or unknown, whether asserted or unasscncd, whether disclosed or undisclosed, whether w.:crued or unaccrued, whether fixed or contingt.·nt. whether direct or inJircct. and whether at law or in equity. based upon or relating to each Faikd Bank's purchase. ownership. or sale of the RMBS Certificate~. including but not limitc.:d to the filets, tran:>al'lions. representations. or omissions alleged in the RMI3S 1\ctions. Th~ Lndcrwritcrs prt:>serve all rights with respect to any cbims reserved by the FI.)!C in Paragraph 7.

5. Rdcnsc of Unknown Claims. Each of the FDTC-R and the Underwriters ackn<w,.ledgcs that it has been advised by its attorneys concerning. and is familinr with, Cali l'ornia Civi I Code s~ction 1542 and e!Xpressly waives any and all provisions. rights. and bl!nelits conferred by California Civil Code Section 1542 or any law or any slat~: or territory of th~: United States. or principle of common law, which is similar, comparable. or equivalent to the provisions of th~ California C i vi I Code Sect ion 154 2. inc I ud i ng that provision itsc I f. which reads as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAL:VtS Wl·HCli THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN l liS OR IIER FAVOR AT THE TIME OF EXECUTING THL RELEASE, WHICH, IF KNOWl\ BY I liM OR HER MUST HAVE \1t\ TERI;\LL Y AFFECTED lllS OR IIER SETTLE:VIENT Willi TilE DEBTOR.''

The Parties acknowledge that inclusion or the pro\'isions of this Paragraph 5 of this Agre~;:ment was a material and separately bargained-for element of this Agreement. Tht! Partie~ further acknowl~dge that the releases granted herein arc specific releases. not general releases.

6. Authol'it)•. The FDIC-R represents that under the Federal Deposit Insurance Act. the FDIC is authorized to be appointed as rcc~ivcr for failed depository institutions and that it suececd~d to all rights. titles. powers. ~md privileges of each Failed Bank, and any shareholder, member, accountholdcr. depositor, offict~r, ~md director of each Failed Bank with respect to the Faikd Bank and th~ a~s~ts of the failed Bank, including. but not limit.;:d to. the Fniled Bank's claims against the UndcmTiters. The FDIC-R further represents that it is cmpow\!n:d to sue and complain in any ~ourt of law to pursue. inter alia, the duims against the Underwriters asserted in the RMBS ,\ctions and that no oth~.·r person or entity has such right. The FDIC-R further reprcs~nts nnd \.\'Urrants that CHGI has been dissolved and no longer exists, that none of the Released Claims that at any time \-Vcrc owned or controlled by CBGJ, or any interest in su~.:h claims, has been assigned, lransf~rred, or otherwise gin~n (in whole or in part) to any third parties, and that the FD!C-R has not recci"cd any information suggesting that any third party intends to assert any such Rclcas~d Claims tlmt <.tt any time were ov·:nccl or controlled by C BGI. Each

.., - _) -

Page 4: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Pa11y rcprt:scnts that it has full authority tn l'ntcr into this Agreement and that it has the ti.Jil power and authority to bind such Party to l!ach and every provision of the Agreement.

7. Certain FDIC Claims ~ot Rdcnscd. Noh\'ithstanding the releases in Paragraph 3 above, the FDIC, in any capac:ity. 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 bl! construed as an acknmvkdgmcnt that any such claims or causes of' action exist or arc valid):

a. any claims or causes or action against (!llY Umkrwritcr or any other person or entity for liability. if any, incum~d as the maker. endorser or guarantor of any promissory note or indebt~?.dn~ss payable or O\\\~d by them to the FDIC. to any linancial institutions in reccin:r~hip, to oth~r 11nancial institutions. or to any other person or entity (including without limitation any cluims ucquin:d hy the FDIC as successor in intl.!r~st to ~my linancial institutions in n:ceivcrship or any person or entity, excluding tor avoidance of doubt any claims or caus~:s or action t!:-.:pn:ssly rclc"s~:d in the Agreement);

b. any claims or c:mses of action against any Underwriter or any other person or entity relating in any way to the London lntt:rbank Ofkrcd Rat~!:

c. any claims or causes of action by the FDIC against any Underwriter or any other person or ~ntity relating in any way to the Underwriter's performance of duties or obligations as trustee for structured linancc sc.::uritics. including. but not limih:d to RMBS, pmchascd by any !ailed linan..:ial institlllion;

d. any claims or C<~Ust!s of action hy the FDIC in any capacity other than as Receiver for a Failed llank;

c. any cbims or causes of act ion rei at ing to R M 0 S l:crti lie a tcs not listed in Lx hi bit A: and

r. any claims or causes of action against any person or entity. including. hut not limited to. the Underwriters. not expressly released in this Agreemt:nt.

8. Enforct.>mcnt. Except as otht.>Jwise expressly slatr.!d herein, nothing in this Agrccrnent shall be construed or interpreted as limiting, waiving, releasing or compromising th~;: jurisdiction and authority of the FDIC in the cx.::rcisc ofits supervisory or regulatory authority or to diminish its clbility t(J institutt- administrative cnl'orccmenl proceedings S~'eking removal, prohibition. or any other administr~:~tivc enf'orcem1.~nt action .. vhich ma; arise hy operation of law. rule. or regulation.

~,. Actions of the united Stntcs. :.J'otwithstanding any other provision of this 1\grc~mcnt. this Agr~·cmcnt shall not be construed or interpreted as wai\'ing. or in!cnding to waive. any daims th~tt could b~ brought hy thr: United States or any department. agency. or

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Page 5: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

instrumentality thereof (othl.!r than the FDlC-R). including, but not limited to. through th~ l.!nitcd States Dcpal1Incnt of Justice or any l!nited States Attorney's Office.

10. No Confidenfiulitv. Underwriters und th~ FDIC-R ucknowledl.!c und ai.HCC that this . ~ ~

1\grecmcnt shall not bt~ contidential nnd will be disclosed pursuant to the FDJC's applicable policies. pnH:edures. and other Je~al requirements.

11. No Admission of Liability. The Parties ca<..:h acknowledge and agree that the malters set lot1h in this Agreement constitute the settlement and compromise of disputed claims and that the Agreement is not an admission or cvidenc~ of liability or the insufticiency of ony ddcnsc by any of them regarding any claim, all of which are expressly disputed. The Parties fUJ1her acknowledge that they may not base any claim of waiver or estoppel in any other matter upon the ~xccution of the Agreement or payment of considcrat ion cksc:·ibed hen:in.

12. Rcprcsrntations nnd Aclmowl~dgl'tnents.

a. .~xcC.!,!lion in Counterparts. This Agr~cmcntmay be cx~cutcd ir. counterparts by one or more uf th~ Parties and ull such counterpart::; when so executed shall together constitute the tinal Agreement. as il'onc documL'nt hud been sign~d by all PartiL's hereto: and C(ICb such counterpart. upon ~Xel~ution and delivery. shall h~ deemed a complete original. binding the Party or Parties subscribell thl!rcto upon the execution by all Parties to the Agrcl.!mcnt.

b. Bindinu Effe~J. Each of the Pa11ies r~pr~s~nts and wmrants that it is a Pm1y 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 I!VCry

provision of the Agre~ment. The Agreement shall be binding upon and inure to the bendit of the Pnrtics and their respective heirs, executors. administrutors. r~prcscntativcs. successors and assigns.

c. ~boice of l.aw. This Agrc~mcnt shall be interpn:ted, construed and enforced according to applicable fedewllaw. or in its absence. the laws of the state of Ne'v York. without regard to cuntlicts of la"·· principles.

d. jurisdictiun. All Parties herdu submit to the personaljurisdidion of the Unill:d States District Court tor the District of· Columbia f()r pmposes of implementing and ~·ntorcing the settlement embodied in this Agreement.

c. Entin;! Agrccrncnl and Amendments. Exc~pt as otherwise provid::d h~rein, this Agreement constitutes the entire agrl.!emcnt am\ understanding bdwccn and among the Parties concerning the matters sd forth herein and replaces all prior negotiations ond terms proposed or discussed, whether in \.vriting or orally. :1bout such matters. The Agr~ement may not be amended or moditi~d except by ::moth~r \.\'l'ittcn instrument signed by the Purtics .

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Page 6: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

(b)(6)

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

f. ~easqnable Coor~:rath.!.H· 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 nccc~sary to ~ncctuatc the signing, delivery, and execution of any documents n~cessary to perform the terms of this Agreement.

g. Advice of Counsel. Each Party hereby acknowlcdgc::s that it has consulted with and obtained the advice or counsd prior to cxccuring this ,-\grecmcm, and that th~ 1\gre~mentlms been explained to that Party by his or her counsel.

h. Noti<:es. Notices required by this 1\greement shall be communi<.:ated by email and any form of overnight mail or in person to:

Federal Deposit Insurance Corporation Allt.l:. Putrici.a )3utlc.r .q. HH ••

H. •• • Mm·k Black <I . ~

Prot~ssional Liability & Financial Crimes Section 3501 Fairt~1x Drive Arlington, VA 22226

and

J)nY.id .. J .... Gra.is {l'-_·····-----------~l Grais & Ellsworth LLP 121 I Avenue of the A mcric<Js, 3 2nd Floor New York, N~w York I 0036

Altorneysfor FDIC-R

and

l )nderwritcrs

................ J2.~.~m .. J ..... Ki.tchc.ns(l':-,... .. ~;==------=-· -..., . ...... .J\I<!~lJIJQ<;.r .... K .. Jv1.i.rcllciT{I I) Gib~on, Dunn & Crutcher U .P 333 South Grand Avenue Los Angdcs. CA 90071-3197

Auomeys.fin· Underwriten·

IN WITNI::SS WIIEREOF, the Parties hereto h<tn: caused this 1\grccrm:nt tu b~· e:xo:cuccd hy t•:.u:h ol' them or their duly authoriF.ed reprcscntati \'CS on the dates hereinafter ::>ubscribcJ.

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Page 7: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR COLONIAL BANK

(b)(6) Date:;::t?.~f~:!z mBY·:tL:_· _____ __J-~-PRINTNAME: ~ ._:f.)-t.c4. ..

TITLE: Counsel

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR FRANKLIN BANK, S.S.B.

(b)(6

) Date:J>_;;.;;;~;)z;:;~ BY!~...······_··---------............. -. ) ...

PRINT NAME: .J....Ii.i () 1 (. i ,:t (.. . .L; v, • ,~ ~ (

TITLE: Counsel

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR GUARANTY BANK

(b)(6

) oaie:J/.;.!1}~;;~ ·········································· sv: ... l_·· ___________ ......

PRINT NAME: (}; I ;(I c I /f (. • !5 .(.. it ' I('

TITLE: Counsel

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR SECURITY SAVINGS BANK

(b)(6) ··································· oaie::i.ju;::u;~ ········································································································av:l······································································ L.

PRINT NAME:-~ H :~ ~-t< J ,.b L>clr

TITLE: Counsel

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Page 8: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR STRATEGIC CAPITAL BANK

(b)(6) I ································ ·······················oafe::x;t:~;z;;;:;~_ ·············································································· av: .... ······_·· __________ .....

Date:

Dale: __ _

Dale:

Date: __ _

PRINTNAME: t}..,/#1·-td (:;·: LS~<-:'

TITLE: Counsel

CREDIT SUISSE (USA) LLC

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

TITLE:

UBS SECURITIES LLC

BY: _____________ _

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

TITLE:

EDWARD D. JONES & CO., L.P.

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

TITLE:

DEUTSCHE BANK SECURITIES INC.

BY: __________________ ___

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

TITLE:

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Page 9: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Date:

Dare: {{J4. / (l.-

Date:

Date:

Date:

FEDERAL DEPOSIT rNSURANCE CORPORATION AS RECEIV ER FOR STRATEGIC CAPITAL Bt\NK

BY:

PRIKTNAME:

TITLE: Counsel

CRF.DIT SUISSE l USA) I.LC

BY:

PRINT NAME: Pher J.Yozlowski

TITLE: Managing Director and Counsel

UBS SECURITIES LLC

BY:

PRINT Nt\ME: William Chandler

TITLE: Managing Director

BY :

PRINT NAME: John Lantz

TITLF.: Executive Director

EDWARD D. JONES & CO., I..P.

BY :

PR.l~T NAME: Paul Yarns

TITLE: Associate General Counsel

. s -

............... J~.K~)

Page 10: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Date: _ _ _

Date: ---

FEDERAL DEPOSIT rNSURANCE CORPORA TrON AS RECE.IVER FOR STRATEGIC CAPITAL BANK

BY:

PRINT NAME: ----- ---

TITLE: Counsel

CRRDIT SUISSE (USA) LLC

BY:

PRINTNA..\1E: Peter J. Kozlowski

TITLE: Managing Director and Counsel

UBS siCWRlTIES LLC ....._

(b)(6) .................... _ _ natel/F"?~ - ~-........................................................................... _

(b)(6) .. ....... .............................. IJiflJ~'l"""""""""""'""

Date: ~/.)o/{p

Date: _ _ _

PRINT NAME: William Chandler

TITLE: Executive Director

EDWARD D. JONRS & CO., L.P.

BY:

PRrNT NAME: Paul Yams

TITLE: Associate General Counsel

- 8 ~

Page 11: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Date: ---

Dat~:

Datt::

Dale: __ _

Date:

FEDERAL DEPOSIT INSURA~C£ CORPORATION AS RECEI VER FOR STRATEGIC CAPITAL BAN K

BY :

PRINT t'A:VIE:

TITLE: Counsel

CREDIT SUISSE (USA} U .C

BY :

PRINT ~AME: Peter J. Kozlowsk i

TITLL: Managing Director and Counsel

U3S SECURITIES ILC'

BY: _ _ _____ _____ __

PRINT NA \t1 E: William Chand ler

TITL E: Managing Director

BY:

PRINT NAME: John Lantz

TITLE: Executive Director

ED\V ARD D . .I

RY : ___ (Q)J§J

PRl N'l NAME: P: ul Yarns

T ITLE: Assn4;iat.: Gcnt.:ral Cnuns.z l

- 8 -

Page 12: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

DEUTSC IES INC.

BY: ......... J9.J(~J

TITLE: Managing Director, Assoc. Gen. Counsel

Date: ) /;;. 1.: /I~ RY I +=-=-====-~ ___ (2)_(_6J Managing Director &

PRINT NAME: Associate General Counsel

TlTLE:

BARCLA YS CAPITAL INC.

Da te: _ _ _ BY: - ----- ----- -

PRINT ~AME: Timothy E. 't\.·1agee

T1TLE: Director

RBS SECURITIES INC.

Date: __ _ BY: _______________________ __

PRINT NAME: Kay Lackey

TITLE: Managing DirectoriScnior Counsel

BNP PARlBAS SECURITIES CORPORA TJON

Dare: BY: --- --------------------------PRINT NAME: ----------

TITLE:

Date: BY:

PRI:'-lT NAME: --- - ---------

TITLE:

- 9 -

Page 13: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

!)ate:

(b)(6) __ _ t)rrre·~. _,_. ---:-:-~----

Df:UTSCHL B:\NK ~~ Cl iJ<Illi-:"1 1'\J( .

UY :

BY: ---

PRII'\T \A vii ·.:

l ! l 1.1 ::

HARCL:\ Y() CAPri .'\ I. :NC.

-·uY:-IL...--- -____.1----· PRINT N.-\M~: '!'im1)t'1~ L. i\l ilg~:.:

IT! IX : Dirt'i:h>r

IWI'.) Sl :Cl'R!Til:S 1!\t .

BY:

Hl\P r .\RJB/\S SLCl; l<lllLS C'OR!'U!{A I lUI\

BY :

PR~N I :'\ :\ Ml-: :

Till ~ - :

BY:

- l) -

Page 14: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

D!lte; __ _

Date: __ _

Date: __ _

DEUTSCHE BANK SECURITIES INC.

BY: _ _ ________________ __

PRTNT NAME: Joe Salama

TITLE: Managing Director, Assoc. Gen. Counsel

BY: _________________ _

PRJNT NAME:------ - -­

TITLE:

BARCLA YS CAPITAL INC.

BY: ___________________ _

PRINT NAME: Timothy E. Magee

TITLE: Director

RBS SECURITIES INC.

(b)(6)---Ha~H' ,-------~--;--1----

Date: ---

Date: ---

TITLE: Managing Dir

BNP PARIBAS SECURITIES CORPORATION

BY: ___________________ _

PRINT NAME:--------­

TITLE:

BY: ---

PRINT NAME: __

TITLE:

. 9 .

Page 15: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Date: __ _

Date: - --

Dnh:: - --

Dat ~: :

D" t· " .::; h r Lt ( "'~·~..:.. '-'

DFCTSCHE RA~K SFCCRiliES INC.

13 Y:. __ _

PRI~T :\A:'v1 E: Joe Salama

TJTU::: Managing Director. Asso~. Gen. Counsel

BY : ----- ·--- - ___ .. , .. __ _ PRI\T :\!\\tE: _________ _

TITLE:

BARC LA YS CAPIT:\ 1.. 1:'\'C.

BY: ---- ----PRINT :'\AME: Timothy E. \-1agcc

TITLE: Oir~c tor

RBS SECL:Rri'I ES 1:--JC.

HY: ----- - - ----------PRI:'-JT '\AME: Kay l.a~k~y

TITI.F: [\k1naging Director/Senior Counsel

1:3:\P f-1-u.=.:..:.:...~~~.....:.:.:~~~~

-------•---------~.~liD BY: "-------~-J---PRI'\ I' ?\AME:

TITLE: ;::-; . ~ \ \..

RY j.._ _________ ~__,~-j~l@J PI<I'\T :\.'\\IE: /\'. _, :

']"l 'l' J.l:... \ .; l t ' . : · :> .. _,,; l_·,,c \o,· :·i· ,.-1 ~ ' ... \ '; \ \... , !~ '-· t: .. , n """ j

Page 16: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Date: r,O ~~lb GOLDMAN, SACHS & CO.

By: I --- - l _ __ill@]

PRINT NAME: Jonathan Schorr

TITLE: Managing Director

- I 0 -

Page 17: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

Bardays Capital Inc.

CWALT 2006-29T13A7

CWALT 2006-29Tl Bl

BNP Paribas Securities Corporation

CWHL 2007-3 Al

Credit Suisse Securities {USA) LLC

CWALT 2007-18CB 2A20

CWHL 2006-13 1A19

CWALT 2007-lSCB A12

Deutsche Bank Securities Inc.

CWALT 2005-52CB 1A4

CWALT 2005-65CB 2A4

CWALT 2006-25CB Al

CWAL T 2005-38 A2

CWAL T 2005-62 1A2

CWALT 2005-76 1A2

CWALT 2007-16CB 5A4

Edward D. Jones & Co., l.P.

CWAL T 2005-13(8 A8

CWALT 2005-52CB 1A4

Goldman, Sachs & Co.

CWAL T 2005-81 A4

EXHIBIT A

Page 1 of 2

Page 18: or · Each Underwriter denies all liability \\'ith respect to all claims that the fOIC-R has brought as Rccein:r lor t>ach failed Bank. The Parties deem it in their best interests

RBS Securities Inc.

CWALT 2006-30Tl1AS

CWALT 2006-30Tl 2A6

CWHL 2007-7 A9

UBS Securities LLC

CWALT 2005-74Tl Al

CWALT 2005·7411 AS

CWALT 2006-12CB A8

EXHIBIT A

Page 2 of 2


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