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EXHIBIT J
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This Settlement Agreement ("Agreement") is entered into between the United States
acting through the United States Department of Justice ("Department of Justice"), along with the
States of California, Delaware, and Illinois, and the Commonwealth of Massachusetts, acting
through their respective Attorneys General (collectively, "the States"), and JPMorgan Chase &
Co. ("JPMorgan"). The United States, the States and JPMorgan are collectively referred to
Parties."
herein as "the
RECITALS
A. The Department of Justice conducted investigations of the packaging, marketing,
sale and issuance of residential mortgage-backed securities ("RMBS") by JPMorgan, The Bear
Stearns Companies, Inc. ("Bear Stearns") and Washington Mutual Bank ("Washington Mutual")
between 2005 and 2008. Based on those investigations, the United States believes that there is
an evidentiary basis to compromise potential legal claims by the United States against JPMorgan,
Bear Stearns, and Washington Mutual, for violation of federal laws in connection with the
packaging, marketing, sale and issuance of RMBS.
B. The States, based on their independent investigations of the same conduct and
time period, believe that there is an evidentiary basis to compromise potential legal claims by
California, Delaware, Illinois and Massachusetts against JPMorgan, Bear Stearns and
Washington Mutual, for state law violations in connection with the packaging, marketing, sale
and issuance of RMBS.
C. JPMorgan and Bear Stearns have resolved claims brought by the State of New
York alleging violations of New York law in connection with the packaging, marketing, sale and
issuance of RMBS by Bear Stearns. The terms of the resolution of those claims are
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memorialized in a separate agreement, attached hereto as Exhibit A.
D. JPMorgan, Bear Stearns and Washington Mutual have resolved claims brought
by the Federal Housing Finance Agency ("FHFA"), as conservator of Fannie Mae and Freddie
Mac, alleging violations of federal and state laws in connection with private-label RMBS issued,
underwritten, and/or sold by JPMorgan, Bear Stearns and Washington Mutual and purchased by
Fannie Mae and Freddie Mac. The terms of the resolution of those claims are memorialized in a
separate agreement, attached hereto as Exhibit B.
E. JPMorgan, Bear Stearns and Washington Mutual have resolved claims brought
by the National Credit Union Administration Board, as Liquidating Agent of U.S. Central
Federal Credit Union, Western Corporate Federal Credit Union, Southwest Corporate Federal
Credit Union, Members United Corporate Federal Credit Union and Constitution Corporate
Unions,"
Federal Credit Union (collectively, the "Credit and the National Credit Union
Administration Board as liquidating agent for each Credit Union and the Credit Unions
collectively, the "NCUA"), alleging violations of federal and state securities laws in connection
with private-label RMBS issued, underwritten, and/or sold by JPMorgan, Bear Stearns and
Washington Mutual and purchased by the Credit Unions. The terms of the resolution of those
claims are memorialized in a separate agreement, attached hereto as Exhibit C.
F. JPMorgan, Bear Stearns and Washington Mutual have resolved claims, potential
and filed, by the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Strategic
Capital Bank, Citizens National Bank, Colonial Bank, Guaranty Bank, Irwin Union Bank and
Trust Company, and United Western Bank alleging violations of federal and state securities
laws in connection with private-label RMBS issued, underwritten, and/or sold by JPMorgan,
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Bear Stearns and Washington Mutual and purchased by Strategic Capital Bank, Citizens
National Bank, Colonial Bank, Guaranty Bank, Irwin Union Bank and Trust Company, and
United Western Bank. The terms of the resolution of those claims are memorialized in a
separate agreement, attached hereto as Exhibit D.
G. As a term of this Agreement, JPMorgan acknowledges the facts set out in
the Statement of Facts set forth in Annex 1, attached and hereby incorporated.
H. In consideration of the mutual promises and obligations of this
Agreement, the Parties agree and covenant as follows:
TERMS AND CONDITIONS
1. Payment. JPMorgan shall pay a total amount of $9,000,000,000.00 to resolve
pending and potential legal claims in connection with the packaging, marketing, sale and
issuance of RMBS by JPMorgan, Bear Stearns and Washington Mutual ("Settlement
Amount"). As set out below, $2 billion of that amount will be deposited in the United States
Treasury and the remainder is paid to resolve the claims of NCUA, FDIC, FHFA (as
conservator of Fannie Mae and Freddie Mac), the States and New York, pursuant to the
subsequent provisions of this Paragraph 1.
A. Within fifteen business days of receiving written payment processing instructions
from the Department of Justice, Office of the Associate Attorney General, JPMorgan shall pay
$3,932,989,690.73 of the Settlement Amount by electronic funds transfer to the Department of
Justice.
i. $2,000,000,000.00 of the Settlement Amount, and no other amount, is a
civil monetary penalty recovered pursuant to FIRREA, 12 U.S.C. §l 833a.
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It will be deposited in the General Fund of the United States Treasury;
ii. $1,417,525,773.20, and no other amount, is paid by JPMorgan in settlement of
the claims of NCUA identified in Recital Paragraph E, pursuant to the settlement
agreement attached hereto as Exhibit C, the terms of which are not altered or
affected by this Agreement; and
iii. $515,463,917.53, and no other amount, is paid by JPMorgan in settlement of the
claims of FDIC identified in Recital Paragraph F, pursuant to the settlement
agreement attached hereto as Exhibit D, the terms of which are not altered or
affected by this Agreement.
B. $4,000,000,000.00, and no other amount, is paid by JPMorgan to Fannie Mae and
Freddie Mac, pursuant to the agreement with FHFA attached hereto as Exhibit B.
C. $298,973,005.98, and no other amount, will be paid by JPMorgan to the State of
California pursuant to Paragraph 6, below, and the terms of written payment instructions from the
State of California, Office of the Attorney General. Payment shall be made by electronic funds
transfer within fifteen business days of receiving written payment processing instructions from
the State of California, Office of the Attorney General.
D. $19,725,255.40, and no other amount, will be paid by JPMorgan to the State of
Delaware pursuant to Paragraph 7, below, and the terms of written payment instructions from the
State of Delaware, Office of the Attorney General. Payment shall be made by electronic funds
transfer within fifteen business days of receiving written payment processing instructions from
the State of Delaware, Office of the Attorney General.
E. $100,911,813.41, and no other amount, will be paid by JPMorgan to the State of
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Illinois pursuant to Paragraph 8, below, and the terms of written payment instructions from the
State of Illinois, Office of the Attorney General. Payment shall be made by electronic funds
transfer within fifteen business days of receiving written payment processing instructions from
the State of Illinois, Office of the Attorney General.
F. $34,400,000.00, and no other amount, will be paid by JPMorgan to the
Commonwealth of Massachusetts pursuant to Paragraph 9, below, and the terms of written
payment instructions from the Commonwealth of Massachusetts, Office of the Attorney General.
Payment shall be made by electronic funds transfer within fifteen business days of receiving
written payment processing instructions from the Commonwealth of Massachusetts, Office of the
Attorney General.
G. $613,000,234.48, and no other amount, will be paid by JPMorgan to the State of
New York pursuant to the agreement attached hereto as Exhibit A. Payment shall be made by
electronic funds transfer within fifteen business days of receiving written payment processing
instructions from the State of New York, Office of the Attorney General.
2. Consumer Relief. In addition, in consideration of the releases in Paragraph 5, below,
JPMorgan shall provide $4 billion worth of consumer relief as set forth in Annex 2, attached and
hereby incorporated as a term of this Agreement, to remediate harms allegedly resulting from
unlawful conduct of JPMorgan, Bear Stearns and Washington Mutual. The value of consumer
relief provided shall be calculated and enforced pursuant to the terms of Annex 2. An
independent monitor will be appointed to determine whether JPMorgan has satisfied the
obligations contained in this Paragraph (such monitor to be the current monitor for the National
Mortgage Settlement, hereinafter the "Monitor"), and any costs associated with said Monitor
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shall be borne by JPMorgan.
Conduct"
3. Covered Conduct. "Covered as used herein is defined as the creation,
pooling, structuring, packaging, marketing, underwriting, sale or issuance by JPMorgan, Bear
Stearns or Washington Mutual of the RMBS issued prior to January 1, 2009, identified in Annex
3, attached and hereby incorporated. Covered Conduct includes representations or non-
disclosures to RMBS investors about the underlying residential mortgage loans, where the
representation or non-disclosure involves information about or obtained during the process of
originating, acquiring, securitizing or servicing residential mortgage loans included in the RMBS
identified in Annex 3. Covered Conduct does not include: (i) conduct relating to the origination
of residential mortgages, except representations or non-disclosures to investors in the RMBS
listed in Annex 3 about origination of, or about information obtained in the course of originating,
such loans; (ii) origination conduct unrelated to securitization, such as soliciting, aiding or
abetting borrower fraud; (iii) representations or non-disclosures made in connection with
collateralized debt obligations, other derivative securities, or the trading of RMBS, except to the
extent that the representations or non-disclosures are in the offering materials for the underlying
RMBS listed in Annex 3; or (iv) the servicing of residential mortgage loans, except
representations or non-disclosures to investors in the RMBS listed in Annex 3 about servicing, or
information obtained in the course of servicing, such loans.
4. Cooperation. Until the date upon which all investigations and any prosecution arising
out of the Covered Conduct are concluded by the Department of Justice, whether or not they are
concluded within the term of this Agreement, JPMorgan shall, subject to applicable laws or
regulations: (a) cooperate fully with the Department of Justice (including the Federal Bureau of
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Investigation) and any other law enforcement agency designated by the Department of Justice
regarding matters arising out of the Covered Conduct; (b) assist the Department of Justice in any
investigation or prosecution arising out of the Covered Conduct by providing logistical and
technical support for any meeting, interview, grand jury proceeding, or any trial or other court
proceeding; (c) use its best efforts promptly to secure the attendance and truthful statements or
testimony of any officer, director, agent, or employee of any of the entities released in Paragraph
5 at any meeting or interview or before the grand jury or at any trial or other court proceeding
regarding matters arising out of the Covered Conduct; and (d) provide the Department of Justice,
upon request, all non-privileged information, documents, records, or other tangible evidence
regarding matters arising out of the Covered Conduct about which the Department of Justice or
any designated law enforcement agency inquires.
5. Releases by the United States. Subject to the exceptions in Paragraph 11 ("Excluded
Claims"), and conditioned upon JPMorgan's full payment of the Settlement Amount (of which $2
billion will be paid as a civil monetary penalty pursuant to FIRREA, 12 U.S.C. §l 833a), and
JPMorgan's agreement, by executing this Agreement, to satisfy the terms in Paragraph 2
("Consumer Relief") and Paragraph 4 ("Cooperation"), the United States fully and finally
releases JPMorgan and any current or former subsidiary, affiliated entity, and any of their
respective successors and assigns; fully and finally releases the successor to Bear Stearns and any
current or former subsidiary, affiliated entity, and any of their respective successors and assigns;
and fully and finally releases the entities that were owned by Washington Mutual as of September
25, 2008 and any current or former subsidiary, affiliated entity, and any of their respective
successors and assigns (collectively, the "Released Entities"), to the extent that JPMorgan has, is
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subject to or retains any liability for the Covered Conduct associated with any of the Released
Entities, from any civil claim the United States has for the Covered Conduct under FIRREA, 18
U.S.C. §l 833a; the False Claims Act, 31 U.S.C. §§ 3729, et seq.; the Program Fraud Civil
Remedies Act, 31 U.S.C. §§ 3801, et seq.; the Racketeer Influenced and Corrupt Organizations
Act, 18 U.S.C. §§ 1961, et seq.; the Injunctions Against Fraud Act, 18 U.S.C. §l345; common
law theories of negligence, payment by mistake, unjust enrichment, money had and received,
breach of fiduciary duty, breach of contract, misrepresentation, deceit, fraud, and aiding and
abetting any of the foregoing; or that the Civil Division of the Department of Justice has actual
and present authority to assert and compromise pursuant to 28 C.F.R. §0.45.
6. Releases by the California Attorney General. Subject to the exceptions in Paragraph
11 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement
Amount (of which $298,973,005.98 million will be paid to the Office of the California
Attorney General, in accordance with written payment instructions from the California
Attorney General, to remediate harms to the State of California, pursuant to California
Government Code §§ 12650-12656 and 12658, allegedly resulting from unlawful conduct of
the Released Entities), the California Attorney General fully and finally releases the Released
Entities from any civil or administrative claim for the Covered Conduct that the California
Attorney General has authority to bring, including but not limited to: California Corporate
Securities Law of 1968, Cal. Corporations Code §25000 et seq., California Government Code
§§l 2658 and 12660 and California Government Code §§12650-12656, common law theories of
negligence, payment by mistake, unjust enrichment, money had and received, breach of
fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any
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of the foregoing. The California Attorney General executes this release in her official capacity
and releases only claims that the California Attorney General has the authority to release for the
Covered Conduct. The California Attorney General agrees that no portion of the funds in this
paragraph is received as a civil penalty or fine, including, but not limited to any civil penalty or
fine imposed under California Government Code §12651. The California Attorney General and
JPMorgan acknowledge that they have been advised by their attorneys of the contents and
effect of Section 1542 of the California Civil Code ("Section 1542") and hereby expressly
waive with respect to this Agreement any and all provisions, rights and benefits conferred by
Section 1542.
7. Releases by the State of Delaware. Subject to the exceptions in Paragraph 11
(Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement
Amount (of which $19,725,255.40 million will be paid to the State of Delaware, in accordance
with written payment instructions from the State of Delaware, to remediate harms to the State
allegedly resulting from unlawful conduct of the Released Entities), the Delaware Department of
Justice fully and finally releases the Released Entities from any civil or administrative claim for
the Covered Conduct that it has authority to bring, including but not limited to 6 Del. C. Chapter
12 (the Delaware False Claims and Reporting Act), 6 Del. C. §§ 251 l et seq. (the Delaware
Consumer Fraud Act), 6 Del. C. Chapter 73 (the Delaware Securities Act), and common law
theories of negligence, payment by mistake, unjust enrichment, money had and received, breach
of fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting
any of the foregoing. The State of Delaware agrees that no portion of the funds in this
paragraph is received as a civil penalty or fine, including, but not limited to, any civil penalty or
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fine imposed under 6 Del. C. §l 201 or §2522.
8. Releases by the State of Illinois. Subject to the exceptions in Paragraph 11 (Excluded
Claims), and conditioned solely upon JPMorgan's full payment of the Settlement Amount (of
which $100,91 1,813.41 million will be paid to the State of Illinois, in accordance with written
payment instructions from the State of Illinois, Office of the Attorney General, to remediate
harms to the State allegedly resulting from unlawful conduct of the Released Entities), the
Attorney General of the State of Illinois fully and finally releases the Released Entities from any
civil or administrative claim for the Covered Conduct, including but not limited to: Illinois
Securities Law of 1953, 815 Ill. Comp. Stat. 5/1 et seq.; and common law theories of negligence,
payment by mistake, unjust enrichment, money had and received, breach of fiduciary duty,
breach of contract, misrepresentation, deceit, fraud and aiding and abetting any of the foregoing.
The State of Illinois agrees that no portion of the funds in this paragraph is received as a civil
penalty or fine.
9. Releases by the Commonwealth of Massachusetts. Subject to the exceptions in
Paragraph 1 1 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the
Settlement Amount (of which $34,400,000.00 million will be paid to the Commonwealth of
Massachusetts, in accordance with written payment instructions from the Commonwealth of
Massachusetts, to remediate harms to the Commonwealth allegedly resulting from unlawful
conduct of the Released Entities), the Attorney General of the Commonwealth of Massachusetts
fully and finally releases the Released Entities from any civil claim for the Covered Conduct that
she has authority to bring, including but not limitedtoM.G.L. c. 93A, and common law theories
of negligence, payment by mistake, unjust enrichment, money had and received, breach of
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fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any of
the foregoing. The payment to the Commonwealth of Massachusetts shall be made to a trustee
chosen by the Commonwealth, which shall hold the monies and distribute them as directed by
the Massachusetts Office of the Attorney General for consumer relief, compensation to the
Commonwealth and its entities, and, pursuant to M.G.L. c. 12 §4A, implementation of this
Agreement and related purposes. Funds or portions of the funds remaining in the trust after 90
days, at the discretion of the Massachusetts Office of the Attorney General, may be transferred to
the Massachusetts Treasury. The Commonwealth of Massachusetts agrees that no portion of the
funds in this paragraph is received as a civil penalty or fine.
10. Rç|çases by NCUA, FHFA, FDIC and the State of Nçw York, The releases of claims
by NCUA, FHFA, FDIC and the State of New York are contained in separate settlement
agreements with JPMorgan, attached as Exhibits A, B, C and D. Any release
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FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 EXHIBIT J FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 This Settlement Agreement ("Agreement") is entered into between the United States acting through the United States Department of Justice ("Department of Justice"), along with the States of California, Delaware, and Illinois, and the Commonwealth of Massachusetts, acting through their respective Attorneys General (collectively, "the States"), and JPMorgan Chase & Co. ("JPMorgan"). The United States, the States and JPMorgan are collectively referred to Parties." herein as "the RECITALS A. The Department of Justice conducted investigations of the packaging, marketing, sale and issuance of residential mortgage-backed securities ("RMBS") by JPMorgan, The Bear Stearns Companies, Inc. ("Bear Stearns") and Washington Mutual Bank ("Washington Mutual") between 2005 and 2008. Based on those investigations, the United States believes that there is an evidentiary basis to compromise potential legal claims by the United States against JPMorgan, Bear Stearns, and Washington Mutual, for violation of federal laws in connection with the packaging, marketing, sale and issuance of RMBS. B. The States, based on their independent investigations of the same conduct and time period, believe that there is an evidentiary basis to compromise potential legal claims by California, Delaware, Illinois and Massachusetts against JPMorgan, Bear Stearns and Washington Mutual, for state law violations in connection with the packaging, marketing, sale and issuance of RMBS. C. JPMorgan and Bear Stearns have resolved claims brought by the State of New York alleging violations of New York law in connection with the packaging, marketing, sale and issuance of RMBS by Bear Stearns. The terms of the resolution of those claims are FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 memorialized in a separate agreement, attached hereto as Exhibit A. D. JPMorgan, Bear Stearns and Washington Mutual have resolved claims brought by the Federal Housing Finance Agency ("FHFA"), as conservator of Fannie Mae and Freddie Mac, alleging violations of federal and state laws in connection with private-label RMBS issued, underwritten, and/or sold by JPMorgan, Bear Stearns and Washington Mutual and purchased by Fannie Mae and Freddie Mac. The terms of the resolution of those claims are memorialized in a separate agreement, attached hereto as Exhibit B. E. JPMorgan, Bear Stearns and Washington Mutual have resolved claims brought by the National Credit Union Administration Board, as Liquidating Agent of U.S. Central Federal Credit Union, Western Corporate Federal Credit Union, Southwest Corporate Federal Credit Union, Members United Corporate Federal Credit Union and Constitution Corporate Unions," Federal Credit Union (collectively, the "Credit and the National Credit Union Administration Board as liquidating agent for each Credit Union and the Credit Unions collectively, the "NCUA"), alleging violations of federal and state securities laws in connection with private-label RMBS issued, underwritten, and/or sold by JPMorgan, Bear Stearns and Washington Mutual and purchased by the Credit Unions. The terms of the resolution of those claims are memorialized in a separate agreement, attached hereto as Exhibit C. F. JPMorgan, Bear Stearns and Washington Mutual have resolved claims, potential and filed, by the Federal Deposit Insurance Corporation ("FDIC"), as receiver for Strategic Capital Bank, Citizens National Bank, Colonial Bank, Guaranty Bank, Irwin Union Bank and Trust Company, and United Western Bank alleging violations of federal and state securities laws in connection with private-label RMBS issued, underwritten, and/or sold by JPMorgan, 2 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 Bear Stearns and Washington Mutual and purchased by Strategic Capital Bank, Citizens National Bank, Colonial Bank, Guaranty Bank, Irwin Union Bank and Trust Company, and United Western Bank. The terms of the resolution of those claims are memorialized in a separate agreement, attached hereto as Exhibit D. G. As a term of this Agreement, JPMorgan acknowledges the facts set out in the Statement of Facts set forth in Annex 1, attached and hereby incorporated. H. In consideration of the mutual promises and obligations of this Agreement, the Parties agree and covenant as follows: TERMS AND CONDITIONS 1. Payment. JPMorgan shall pay a total amount of $9,000,000,000.00 to resolve pending and potential legal claims in connection with the packaging, marketing, sale and issuance of RMBS by JPMorgan, Bear Stearns and Washington Mutual ("Settlement Amount"). As set out below, $2 billion of that amount will be deposited in the United States Treasury and the remainder is paid to resolve the claims of NCUA, FDIC, FHFA (as conservator of Fannie Mae and Freddie Mac), the States and New York, pursuant to the subsequent provisions of this Paragraph 1. A. Within fifteen business days of receiving written payment processing instructions from the Department of Justice, Office of the Associate Attorney General, JPMorgan shall pay $3,932,989,690.73 of the Settlement Amount by electronic funds transfer to the Department of Justice. i. $2,000,000,000.00 of the Settlement Amount, and no other amount, is a civil monetary penalty recovered pursuant to FIRREA, 12 U.S.C. §l 833a. 3 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 It will be deposited in the General Fund of the United States Treasury; ii. $1,417,525,773.20, and no other amount, is paid by JPMorgan in settlement of the claims of NCUA identified in Recital Paragraph E, pursuant to the settlement agreement attached hereto as Exhibit C, the terms of which are not altered or affected by this Agreement; and iii. $515,463,917.53, and no other amount, is paid by JPMorgan in settlement of the claims of FDIC identified in Recital Paragraph F, pursuant to the settlement agreement attached hereto as Exhibit D, the terms of which are not altered or affected by this Agreement. B. $4,000,000,000.00, and no other amount, is paid by JPMorgan to Fannie Mae and Freddie Mac, pursuant to the agreement with FHFA attached hereto as Exhibit B. C. $298,973,005.98, and no other amount, will be paid by JPMorgan to the State of California pursuant to Paragraph 6, below, and the terms of written payment instructions from the State of California, Office of the Attorney General. Payment shall be made by electronic funds transfer within fifteen business days of receiving written payment processing instructions from the State of California, Office of the Attorney General. D. $19,725,255.40, and no other amount, will be paid by JPMorgan to the State of Delaware pursuant to Paragraph 7, below, and the terms of written payment instructions from the State of Delaware, Office of the Attorney General. Payment shall be made by electronic funds transfer within fifteen business days of receiving written payment processing instructions from the State of Delaware, Office of the Attorney General. E. $100,911,813.41, and no other amount, will be paid by JPMorgan to the State of 4 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 Illinois pursuant to Paragraph 8, below, and the terms of written payment instructions from the State of Illinois, Office of the Attorney General. Payment shall be made by electronic funds transfer within fifteen business days of receiving written payment processing instructions from the State of Illinois, Office of the Attorney General. F. $34,400,000.00, and no other amount, will be paid by JPMorgan to the Commonwealth of Massachusetts pursuant to Paragraph 9, below, and the terms of written payment instructions from the Commonwealth of Massachusetts, Office of the Attorney General. Payment shall be made by electronic funds transfer within fifteen business days of receiving written payment processing instructions from the Commonwealth of Massachusetts, Office of the Attorney General. G. $613,000,234.48, and no other amount, will be paid by JPMorgan to the State of New York pursuant to the agreement attached hereto as Exhibit A. Payment shall be made by electronic funds transfer within fifteen business days of receiving written payment processing instructions from the State of New York, Office of the Attorney General. 2. Consumer Relief. In addition, in consideration of the releases in Paragraph 5, below, JPMorgan shall provide $4 billion worth of consumer relief as set forth in Annex 2, attached and hereby incorporated as a term of this Agreement, to remediate harms allegedly resulting from unlawful conduct of JPMorgan, Bear Stearns and Washington Mutual. The value of consumer relief provided shall be calculated and enforced pursuant to the terms of Annex 2. An independent monitor will be appointed to determine whether JPMorgan has satisfied the obligations contained in this Paragraph (such monitor to be the current monitor for the National Mortgage Settlement, hereinafter the "Monitor"), and any costs associated with said Monitor 5 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 shall be borne by JPMorgan. Conduct" 3. Covered Conduct. "Covered as used herein is defined as the creation, pooling, structuring, packaging, marketing, underwriting, sale or issuance by JPMorgan, Bear Stearns or Washington Mutual of the RMBS issued prior to January 1, 2009, identified in Annex 3, attached and hereby incorporated. Covered Conduct includes representations or non- disclosures to RMBS investors about the underlying residential mortgage loans, where the representation or non-disclosure involves information about or obtained during the process of originating, acquiring, securitizing or servicing residential mortgage loans included in the RMBS identified in Annex 3. Covered Conduct does not include: (i) conduct relating to the origination of residential mortgages, except representations or non-disclosures to investors in the RMBS listed in Annex 3 about origination of, or about information obtained in the course of originating, such loans; (ii) origination conduct unrelated to securitization, such as soliciting, aiding or abetting borrower fraud; (iii) representations or non-disclosures made in connection with collateralized debt obligations, other derivative securities, or the trading of RMBS, except to the extent that the representations or non-disclosures are in the offering materials for the underlying RMBS listed in Annex 3; or (iv) the servicing of residential mortgage loans, except representations or non-disclosures to investors in the RMBS listed in Annex 3 about servicing, or information obtained in the course of servicing, such loans. 4. Cooperation. Until the date upon which all investigations and any prosecution arising out of the Covered Conduct are concluded by the Department of Justice, whether or not they are concluded within the term of this Agreement, JPMorgan shall, subject to applicable laws or regulations: (a) cooperate fully with the Department of Justice (including the Federal Bureau of 6 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 Investigation) and any other law enforcement agency designated by the Department of Justice regarding matters arising out of the Covered Conduct; (b) assist the Department of Justice in any investigation or prosecution arising out of the Covered Conduct by providing logistical and technical support for any meeting, interview, grand jury proceeding, or any trial or other court proceeding; (c) use its best efforts promptly to secure the attendance and truthful statements or testimony of any officer, director, agent, or employee of any of the entities released in Paragraph 5 at any meeting or interview or before the grand jury or at any trial or other court proceeding regarding matters arising out of the Covered Conduct; and (d) provide the Department of Justice, upon request, all non-privileged information, documents, records, or other tangible evidence regarding matters arising out of the Covered Conduct about which the Department of Justice or any designated law enforcement agency inquires. 5. Releases by the United States. Subject to the exceptions in Paragraph 11 ("Excluded Claims"), and conditioned upon JPMorgan's full payment of the Settlement Amount (of which $2 billion will be paid as a civil monetary penalty pursuant to FIRREA, 12 U.S.C. §l 833a), and JPMorgan's agreement, by executing this Agreement, to satisfy the terms in Paragraph 2 ("Consumer Relief") and Paragraph 4 ("Cooperation"), the United States fully and finally releases JPMorgan and any current or former subsidiary, affiliated entity, and any of their respective successors and assigns; fully and finally releases the successor to Bear Stearns and any current or former subsidiary, affiliated entity, and any of their respective successors and assigns; and fully and finally releases the entities that were owned by Washington Mutual as of September 25, 2008 and any current or former subsidiary, affiliated entity, and any of their respective successors and assigns (collectively, the "Released Entities"), to the extent that JPMorgan has, is 7 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 subject to or retains any liability for the Covered Conduct associated with any of the Released Entities, from any civil claim the United States has for the Covered Conduct under FIRREA, 18 U.S.C. §l 833a; the False Claims Act, 31 U.S.C. §§ 3729, et seq.; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801, et seq.; the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961, et seq.; the Injunctions Against Fraud Act, 18 U.S.C. §l345; common law theories of negligence, payment by mistake, unjust enrichment, money had and received, breach of fiduciary duty, breach of contract, misrepresentation, deceit, fraud, and aiding and abetting any of the foregoing; or that the Civil Division of the Department of Justice has actual and present authority to assert and compromise pursuant to 28 C.F.R. §0.45. 6. Releases by the California Attorney General. Subject to the exceptions in Paragraph 11 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement Amount (of which $298,973,005.98 million will be paid to the Office of the California Attorney General, in accordance with written payment instructions from the California Attorney General, to remediate harms to the State of California, pursuant to California Government Code §§ 12650-12656 and 12658, allegedly resulting from unlawful conduct of the Released Entities), the California Attorney General fully and finally releases the Released Entities from any civil or administrative claim for the Covered Conduct that the California Attorney General has authority to bring, including but not limited to: California Corporate Securities Law of 1968, Cal. Corporations Code §25000 et seq., California Government Code §§l 2658 and 12660 and California Government Code §§12650-12656, common law theories of negligence, payment by mistake, unjust enrichment, money had and received, breach of fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any 8 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 of the foregoing. The California Attorney General executes this release in her official capacity and releases only claims that the California Attorney General has the authority to release for the Covered Conduct. The California Attorney General agrees that no portion of the funds in this paragraph is received as a civil penalty or fine, including, but not limited to any civil penalty or fine imposed under California Government Code §12651. The California Attorney General and JPMorgan acknowledge that they have been advised by their attorneys of the contents and effect of Section 1542 of the California Civil Code ("Section 1542") and hereby expressly waive with respect to this Agreement any and all provisions, rights and benefits conferred by Section 1542. 7. Releases by the State of Delaware. Subject to the exceptions in Paragraph 11 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement Amount (of which $19,725,255.40 million will be paid to the State of Delaware, in accordance with written payment instructions from the State of Delaware, to remediate harms to the State allegedly resulting from unlawful conduct of the Released Entities), the Delaware Department of Justice fully and finally releases the Released Entities from any civil or administrative claim for the Covered Conduct that it has authority to bring, including but not limited to 6 Del. C. Chapter 12 (the Delaware False Claims and Reporting Act), 6 Del. C. §§ 251 l et seq. (the Delaware Consumer Fraud Act), 6 Del. C. Chapter 73 (the Delaware Securities Act), and common law theories of negligence, payment by mistake, unjust enrichment, money had and received, breach of fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any of the foregoing. The State of Delaware agrees that no portion of the funds in this paragraph is received as a civil penalty or fine, including, but not limited to, any civil penalty or 9 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 fine imposed under 6 Del. C. §l 201 or §2522. 8. Releases by the State of Illinois. Subject to the exceptions in Paragraph 11 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement Amount (of which $100,91 1,813.41 million will be paid to the State of Illinois, in accordance with written payment instructions from the State of Illinois, Office of the Attorney General, to remediate harms to the State allegedly resulting from unlawful conduct of the Released Entities), the Attorney General of the State of Illinois fully and finally releases the Released Entities from any civil or administrative claim for the Covered Conduct, including but not limited to: Illinois Securities Law of 1953, 815 Ill. Comp. Stat. 5/1 et seq.; and common law theories of negligence, payment by mistake, unjust enrichment, money had and received, breach of fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any of the foregoing. The State of Illinois agrees that no portion of the funds in this paragraph is received as a civil penalty or fine. 9. Releases by the Commonwealth of Massachusetts. Subject to the exceptions in Paragraph 1 1 (Excluded Claims), and conditioned solely upon JPMorgan's full payment of the Settlement Amount (of which $34,400,000.00 million will be paid to the Commonwealth of Massachusetts, in accordance with written payment instructions from the Commonwealth of Massachusetts, to remediate harms to the Commonwealth allegedly resulting from unlawful conduct of the Released Entities), the Attorney General of the Commonwealth of Massachusetts fully and finally releases the Released Entities from any civil claim for the Covered Conduct that she has authority to bring, including but not limitedtoM.G.L. c. 93A, and common law theories of negligence, payment by mistake, unjust enrichment, money had and received, breach of 10 FILED: NEW YORK COUNTY CLERK 04/30/2024 04:58 PM INDEX NO. 653964/2012 NYSCEF DOC. NO. 729 RECEIVED NYSCEF: 04/30/2024 fiduciary duty, breach of contract, misrepresentation, deceit, fraud and aiding and abetting any of the foregoing. The payment to the Commonwealth of Massachusetts shall be made to a trustee chosen by the Commonwealth, which shall hold the monies and distribute them as directed by the Massachusetts Office of the Attorney General for consumer relief, compensation to the Commonwealth and its entities, and, pursuant to M.G.L. c. 12 §4A, implementation of this Agreement and related purposes. Funds or portions of the funds remaining in the trust after 90 days, at the discretion of the Massachusetts Office of the Attorney General, may be transferred to the Massachusetts Treasury. The Commonwealth of Massachusetts agrees that no portion of the funds in this paragraph is received as a civil penalty or fine. 10. Rç|çases by NCUA, FHFA, FDIC and the State of Nçw York, The releases of claims by NCUA, FHFA, FDIC and the State of New York are contained in separate settlement agreements with JPMorgan, attached as Exhibits A, B, C and D. Any release