exv10w65







 




    Exhibit
    10.65



 




    UNITED
    STATES DISTRICT COURT

    FOR THE DISTRICT OF COLUMBIA



 





 




    SECURITIES
    AND EXCHANGE

    COMMISSION,

    100 F St., NE

    Washington, D.C. 20549,



 



    Plaintiff,



 



    v.



 



    FEDERAL HOME LOAN MORTGAGE

      CORPORATION,

    DAVID W. GLENN,

    VAUGHN A. CLARKE,

    ROBERT C. DEAN, and

    NAZIR G. DOSSANI,



 



    Defendants.






 




    CONSENT
    OF DEFENDANT FEDERAL HOME LOAN MORTGAGE
    CORPORATION



 



    1. Defendant Federal Home Loan Mortgage Corporation
    (“Defendant”) waives service of a summons and the
    Complaint in this action, enters a general appearance, and
    admits the Court’s jurisdiction over Defendant and over the
    subject matter of this action.



 



    2. Without admitting or denying the allegations of the
    Complaint (except as to personal and subject matter
    jurisdiction, which Defendant admits), Defendant hereby consents
    to the entry of the final Judgment in the form attached hereto
    (the “Final Judgment”) and incorporated by reference
    herein, which, among other things:



 


			
	 	    (a) 
	
    permanently restrains and enjoins Defendant from violation of
    Section 10(b) of the Securities Exchange Act of 1934
    (“Exchange Act”) [15





    

    1








 






    U.S.C. §§ 78j(b)], and Rule
    10b-5
    [17 C.F.R.
    § 240.10b-5]
    promulgated thereunder, and
    Section 17(a)
    of the Securities Act of 1933 (“Securities Act”)
    [15 U.S.C.
    §§ 77q(a)]; and



 


			
	 	    (b) 
	
    orders Defendant to pay disgorgement of $1, and a civil penalty
    in the amount of $50,000,000 pursuant to Section 20(d) of
    the Securities Act [15 U.S.C. § 77t(d)] and
    Section 21(d)(3)
    of the Exchange Act [15 U.S.C.
    § 78u(d)(3)].




 



    3. Defendant acknowledges that the civil penalty paid
    pursuant to the Final Judgment may be distributed pursuant to
    the Fair Fund provisions of Section 308(a) of the
    Sarbanes-Oxley Act of 2002. Regardless of whether any such Fair
    Fund distribution is made, the civil penalty shall be treated as
    a penalty paid to the government for all purposes, including all
    tax purposes. To preserve the deterrent effect of the civil
    penalty, Defendant agrees that it shall not, after offset or
    reduction of any award of compensatory damages in any Related
    Investor Action based on Defendant’s payment of
    disgorgement in this action, argue that it is entitled to, nor
    shall it further benefit by, offset or reduction of such
    compensatory damages award by the amount of any part of
    Defendant’s payment of a civil penalty in this action
    (“Penalty Offset”). If the court in any Related
    Investor Action grants such a Penalty Offset, Defendant agrees
    that it shall, within 30 days after entry of a final order
    granting the Penalty Offset, notify the Commission’s
    counsel in this action and pay the amount of the Penalty Offset
    to the United States Treasury or to a Fair Fund, as the
    Commission directs. Such a payment shall not be deemed an
    additional civil penalty and shall not be deemed to change the
    amount of the civil penalty imposed in this action. For purposes
    of this paragraph, a “Related Investor Action”




    

    2








 






    means a private damages action brought against Defendant by or
    on behalf of one or more investors based on substantially the
    same facts as alleged in the Complaint in this action.



 



    4. Defendant agrees that it shall not seek or accept,
    directly or indirectly, reimbursement or indemnification from
    any source, including but not limited to payment made pursuant
    to any insurance policy, with regard to any civil penalty
    amounts that Defendant pays pursuant to the Final Judgment,
    regardless of whether such penalty amounts or any part thereof
    are added to a distribution fund or otherwise used for the
    benefit of investors. Defendant further agrees that it shall not
    claim, assert, or apply for a tax deduction or tax credit with
    regard to any federal, state, or local tax for any penalty
    amounts that Defendant pays pursuant to the Final Judgment,
    regardless of whether such penalty amounts or any part thereof
    are added to a distribution fund or otherwise used for the
    benefit of investors.



 



    5. Defendant waives the entry of findings of fact and
    conclusions of law pursuant to Rule 52 of the Federal Rules
    of Civil Procedure.



 



    6. Defendant waives the right, if any, to a jury trial and
    to appeal from the entry of the Final Judgment.



 



    7. Defendant enters into this Consent voluntarily and
    represents that no threats, offers, promises, or inducements of
    any kind have been made by the Commission or any member,
    officer, employee, agent, or representative of the Commission to
    induce Defendant to enter into this Consent.



 



    8. Defendant agrees that this Consent shall be incorporated
    into the Final Judgment with the same force and effect as if
    fully set forth therein.




    

    3








 






    9. Defendant will not oppose the enforcement of the Final
    Judgment on the ground, if any exists, that it fails to comply
    with Rule 65(d) of the Federal Rules of Civil Procedure,
    and hereby waives any objection based thereon.



 



    10. Defendant waives service of the Final Judgment and
    agrees that entry of the Final Judgment by the Court and filing
    with the Clerk of the Court will constitute notice to Defendant
    of its terms and conditions. Defendant further agrees to provide
    counsel for the Commission, within thirty days after the Final
    Judgment is filed with the Clerk of the Court, with an affidavit
    or declaration stating that Defendant has received and read a
    copy of the Final Judgment.



 



    11. Consistent with 17 C.F.R. 202.5(f), this
    Consent resolves only the claims asserted against Defendant in
    this civil proceeding. Defendant acknowledges that no promise or
    representation has been made by the Commission or any member,
    officer, employee, agent, or representative of the Commission
    with regard to any criminal liability that may have arisen or
    may arise from the facts underlying this action or immunity from
    any such criminal liability. Defendant waives any claim of
    Double Jeopardy based upon the settlement of this proceeding,
    including the imposition of any remedy or civil penalty herein.
    Defendant further acknowledges that the Court’s entry of a
    permanent injunction may have collateral consequences under
    federal or state law and the rules and regulations of
    self-regulatory organizations, licensing boards, and other
    regulatory organizations. Such collateral consequences include,
    but are not limited to, a statutory disqualification with
    respect to membership or participation in, or association with a
    member of, a self-regulatory organization. This statutory
    disqualification has consequences that are separate from any
    sanction imposed in an administrative proceeding.



 



    12. Defendant understands and agrees to comply with the
    Commission’s policy “not to permit a defendant or
    respondent to consent to a judgment or order that imposes a
    sanction




    

    4








 






    while denying the allegation in the complaint or order for
    proceedings.” 17 C.F.R. § 202.5. In
    compliance with this policy, Defendant agrees: (i) not to
    take any action or to make or permit to be made any public
    statement denying, directly or indirectly, any allegation in the
    Complaint or creating the impression that the Complaint is
    without factual basis; and (ii) that upon the filing of
    this Consent, Defendant hereby withdraws any papers filed in
    this action to the extent that they deny any allegation in the
    Complaint. If Defendant breaches this agreement, the Commission
    may petition the Court to vacate the Final Judgment and restore
    this action to its active docket. Nothing in this paragraph
    affects Defendant’s: (i) testimonial obligations; or
    (ii) right to take legal or factual positions in litigation
    or other legal proceedings in which the Commission is not a
    party.



 



    13. Defendant hereby waives any rights under the Equal
    Access to Justice Act, the Small Business Regulatory Enforcement
    Fairness Act of 1996, or any other provision of law to seek from
    the United States, or any agency, or any official of the United
    States acting in his or her official capacity, directly or
    indirectly, reimbursement of attorney’s fees or other fees,
    expenses, or costs expended by Defendant to defend against this
    action. For these purposes, Defendant agrees that Defendant is
    not the prevailing party in this action since the parties have
    reached a good faith settlement.



 



    14. In connection with this action and any related judicial
    or administrative proceeding or investigation commenced by the
    Commission or to which the Commission is a party. Defendant
    (i) agrees to make available its employees and agents to
    appear and be interviewed by Commission staff at such times and
    places as the staff requests upon reasonable notice;
    (ii) will accept service by mail or facsimile transmission
    of notices or subpoenas issued by the Commission for documents
    or testimony at depositions, hearings, or trials, or in




    

    5








 






    connection with any related investigation by Commission staff;
    (iii) appoints Defendant’s undersigned attorney as
    agent to receive service of such notices and subpoenas;
    (iv) with respect to such notices and subpoenas, waives the
    territorial limits on service contained in Rule 45 of the
    Federal Rules of Civil Procedure and any applicable local rules,
    provided that the party requesting the testimony reimburses
    Defendant’s travel, lodging, and subsistence expenses at
    the
    then-prevailing
    U.S. Government per diem rates; and (v) consents to
    personal jurisdiction over Defendant in any United States
    District Court for purposes of enforcing any such subpoena.



 



    15. Defendant agrees that the Commission may present the
    Final Judgment to the Court for signature and entry without
    further notice.




    

    6








 






    16. Defendant agrees that this Court shall retain
    jurisdiction over this matter for the purpose of enforcing the
    terms of the Final Judgment.



 


	 	 	 
	
 
	
 
	
    Federal Home Loan Mortgage Corporation

	
 
	
 
	
 

	

    Dated:   September 18, 2007

    




	
 
	

    By:   /s/  Robert
    Bostrom


    













 




    Commonwealth
    of Virginia, County of Fairfax
    



 



    On September 18, 2007, Robert Bostrom, a person known to
    me, personally appeared before me and acknowledged executing the
    foregoing Consent with full authority to do so on behalf of
    Federal Home Loan Mortgage Corporation as its Executive Vice
    President and General Counsel.



 



    /s/  Linda
    Pitts








    Notary Public




    Commission expires: November 30, 2007




    Notary Registration Number: 180186



 




    Approved as
    to form:
    



 



    /s/  Hyacinth
    Kucik








    Hyacinth Kucik, Esq.




    Vice President and Deputy General
    Counsel — Litigation




    Federal Home Loan Mortgage Corporation






    

    7








 







    UNITED
    STATES DISTRICT COURT

    FOR THE DISTRICT OF COLUMBIA



 





 




    SECURITIES
    AND EXCHANGE

    COMMISSION,

    100 F St., NE

    Washington, D.C. 20549,



 



    Plaintiff,



 



    v.



 



    FEDERAL HOME LOAN MORTGAGE




      CORPORATION,




    DAVID W. GLENN,




    VAUGHN A. CLARKE,




    ROBERT C. DEAN, and




    NAZIR G. DOSSANI,



 



    Defendants.






 




    FINAL
    JUDGMENT AS TO

    DEFENDANT FEDERAL HOME LOAN MORTGAGE
    CORPORATION



 



    The Securities and Exchange Commission (“Commission”)
    having filed a Complaint and Defendant Federal Home Loan
    Mortgage Corporation having entered a general appearance;
    consented to the Court’s jurisdiction over Defendant and
    the subject matter of this action; consented to entry of this
    Final Judgment without admitting or denying the allegations of
    the Complaint (except as to jurisdiction); waived findings of
    fact and conclusions of law; and waived any right to appeal from
    this Final Judgment:




    

    8








 







    I.



 



    IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that
    Defendant and Defendant’s agents, servants, employees,
    attorneys, and all persons in active concert or participation
    with them who receive actual notice of this Final Judgment by
    personal service or otherwise are permanently restrained and
    enjoined from violating, directly or indirectly,
    Section 10(b) of the Securities Exchange Act of 1934
    (“Exchange Act”) [15 U.S.C.
    § 78j(b)]
    and
    Ru1e 10b-5
    promulgated thereunder [17 C.F.R.
    § 240.10b-5],
    by using any means or instrumentality of interstate commerce, or
    of the mails, or of any facility of any national securities
    exchange, in connection with the purchase or sale of any
    security:



 


			
	 	    (a) 
	
    to employ any device, scheme, or artifice to defraud;

	 
	 	    (b) 
	
    to make any untrue statement of a material fact or to omit to
    state a material fact necessary in order to make the statements
    made, in light of the circumstances under which they were made,
    not misleading; or

	 
	 	    (c) 
	
    to engage in any act, practice, or course of business which
    operates or would operate as a fraud or deceit upon any person.




 




    II.



 



    IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that
    Defendant and Defendant’s agents, servants, employees,
    attorneys, and all persons in active concert or participation
    with them who receive actual notice of this Final Judgment by
    personal service or otherwise are permanently restrained and
    enjoined from violating Section 17(a) of the Securities Act
    of 1933 [15 U.S.C.
    § 77q(a)]
    in the offer or sale of any security by the use of any means or
    instruments of transportation or communication in interstate
    commerce or by use of the mails, directly or indirectly:




    

    9








 





			
	 	    (a) 
	
    to employ any device, scheme, or artifice to defraud;

	 
	 	    (b) 
	
    to obtain money or property by means of any untrue statement of
    a material fact or any omission of a material fact necessary in
    order to make the statements made, in light of the circumstances
    under which they were made, not misleading;




 



    or



 


			
	 	    (c) 
	
    to engage in any transaction, practice, or course of business
    which operates or would operate as a fraud or deceit upon the
    purchaser.




 




    III.



 



    IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that
    Defendant is liable for disgorgement of $1, and a civil penalty
    in the amount of $50,000,000.00 (fifty million) pursuant to
    Section 20(d) of the Securities Act [15 U.S.C.
    § 77t(d)] and
    Section 21(d)(3)
    of the Exchange Act [15 U.S.C.
    § 78u(d)(3)].
    Defendant shall satisfy this obligation by paying $50,000,001.00
    within ten business days to the Clerk of this Court, together
    with a cover letter identifying Federal Home Loan Mortgage
    Corporation as a defendant in this action; setting forth the
    title and civil action number of this action and the name of
    this Court; and specifying that payment is made pursuant to this
    Final Judgment. Defendant shall simultaneously transmit
    photocopies of such payment and letter to the Commission’s
    counsel in this action. By making this payment, Defendant
    relinquishes all legal and equitable right, title, and interest
    in such funds, and no part of the funds shall be returned to
    Defendant. Defendant shall pay post-judgment interest on any
    delinquent amounts pursuant to 28 USC § 1961.



 



    The Clerk shall deposit the funds into an interest bearing
    account with the Court Registry Investment System
    (“CRIS”) or any other type of interest bearing account
    that is utilized by the Court. These funds, together with any
    interest and income earned thereon (collectively, the




    

    10








 






    “Fund”), shall be held in the interest bearing account
    until further order of the Court. In accordance with
    28 U.S.C. § 1914 and the guidelines set by the
    Director of the Administrative Office of the United States
    Courts, the Clerk is directed, without further order of this
    Court, to deduct from the income earned on the money in the Fund
    a fee equal to ten percent of the income earned on the Fund.
    Such fee shall not exceed that authorized by the Judicial
    Conference of the United States.



 



    The Commission may by motion propose a plan to distribute the
    Fund subject to the Court’s approval. Such a plan may
    provide that Fund shall be distributed pursuant to the Fair Fund
    provisions of
    Section 308(a)
    of the Sarbanes-Oxley Act of 2002. Regardless of whether any
    such Fair Fund distribution is made, amounts ordered to be paid
    as civil penalties pursuant to this Judgment shall be treated as
    penalties paid to the government for all purposes, including all
    tax purposes. To preserve the deterrent effect of the civil
    penalty, Defendant shall not, after offset or reduction of any
    award of compensatory damages in any Related Investor Action
    based on Defendant’s payment of disgorgement in this
    action, argue that it is entitled to, nor shall it further
    benefit by, offset or reduction of such compensatory damages
    award by the amount of any part of Defendant’s payment of a
    civil penalty in this action (“Penalty Offset”). If
    the court in any Related Investor Action grants such a Penalty
    Offset, Defendant shall, within 30 days after entry of a
    final order granting the Penalty Offset, notify the
    Commission’s counsel in this action and pay the amount of
    the Penalty Offset to the United States Treasury or to a Fair
    Fund, as the Commission directs. Such a payment shall not be
    deemed an additional civil penalty and shall not be deemed to
    change the amount of the civil penalty imposed in this Judgment.
    For purposes of this paragraph, a “Related Investor
    Action” means a private damages action brought




    

    11








 






    against Defendant by or on behalf of one or more investors based
    on substantially the same facts



 



    as alleged in the Complaint in this action.



 




    IV.



 



    IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the
    Consent is incorporated herein with the same force and effect as
    if fully set forth herein, and that Defendant shall comply with
    all of the undertakings and agreements set forth therein.



 




    V.



 



    IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this
    Court shall retain jurisdiction of this matter for the purposes
    of enforcing the terms of this Final Judgment.



 




    VI.



 



    There being no just reason for delay, pursuant to
    Rule 54(b) of the Federal Rules of Civil Procedure, the
    Clerk is ordered to enter this Final Judgment forthwith and
    without further notice.



 




    Dated: ­
    ­,
    ­
    ­
    



 






    UNITED STATES DISTRICT JUDGE




    

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