1.22 Waiver. No term or condition of this Settlement Agreement shall be
decined to have been waived, nor shall there be an estoppel against the enforcement of
any provision of this Settlement Agreement, except by written instruments signed by the
Party charged with the waiver or estoppel. No written waiver shall be deemed a
continuing waiver unless specifically siated therein, and the written waiver shall operate
otilyas to the specific term or condition waived, and not for the future or as to any other
act than that specifically waived.

123 Headings. The headings of paragraphs herein. are intended solely for the
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

1.24 Subsequent Agreements. The Parties agice that, apon thé reasonable
request of the other Party, they shall execute, acknowledge, and deliver any additional
insiraments or documents that itiay reasonably be required to carry out the intentions of
this Settlement Agreement, including such instruments as may be required by the laws of
any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the
Parlies as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

1.25 Entire Agreement. The Parties hereto further agree and promise that this
Setilement Agreement sets forth the entire agesement between and arnong the Parties with
respect tothe claims made by IndyMac Bank, PSB and the FDIC in connection with the
alleged breaches of the CONTRACT in connection with the LOANS, and fully supersedes
any and all prior negotiations, agreements or understandings made between or among the
Parties. This Settlement Agreement shall not be modified except in a writing signed by
the Parties. or their aucharized representatives.

SIGNATURES ON FOLLOWING PAGE

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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LIS Attorneys’ Fees. Should any action be commenced to enforce, interpret,
or seek damages, injunctive relief, or specific performance for violation of this Settlement
Agreement, the prevailing party shall, in addition to any other available relief, be entided
to.an award of reasonable attorney's fees and Litigation expenses.incurred in the
prosecution or defense of the action, inchiding any appeal,

116 Severability. The Parties hereto agree that if any provision of this
Settlement Agreement is declared by any court tw be egal or invalid, the validity of the
remaining parts, ternis or provisions shall not be aflected thereby, and such illegal or
invalid part, term: ot provision shall be deemed not to be part of this Settlement
Agreement.

1.17 Binding Effect. This Settlement Agreement shall be binding upon and
inure to the benefit of the Parties and their respective heirs, personal representatives,
successors, and absights.

118. Review and Understanding. The Parties have entered into this
Settlement-Agreement voluntarily, having fully read and fully understanding the meaning
and effect of all of its terms and. provisions, and fully understanding its and their costs
and risks. Each Party has consulted with legal counsel concerning this Settlement
Agreement and has conducted such inquiry as they deem necessary and advisable prior to
enteting into this Settlement. Agrcement. The Parties enter into this Settlement
Agreement understanding that facts or other circunistances may exist which are presently
unknown or undisclosed, or which are different from or other than those which they
believe to be the case, and the Parties voluntarily assume all risks attendant to such
anknown, undisclosed, different, or additional facts or other. circumstances.

149 Approval-and Authority. The Parties represent and warrant to one
another that the approval of this Settlement Agreement has been nadertaken in a proper
and lawful manner and that they have the requisite power and authority to enter into and
to perform their obligations under this Settlement Agreement. The FDIC warrants and
represents that it has retained, owns and/or has the rights to settle and release all repurchase
and indemnification claims relating to the LOANS.

1,20 Number. Whenever applicable, the singular shall elude the plural, and
the plural shall include the singular.

1.21 Counterparts/Execution, This Settlement Agreement may be executed
in:one or more counterparts, all of which shall form a single agreement. A Party's
signature on this Setiiement Agreement by facsimile shall. be valid and-effective for all
purposes as an original signature, provided, hiwever, that the original signature shall be
produced upon request.

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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IN-WITNESS WHEREOF, and intending to be legally bound hereby, the Parties
have executed this Settlement Agreement as of the date set forth in the opening paragraph
of this Settlement Agreement.

For: The PDIC as Receiver of For: DLJ Mortgage Capital, Inc.
IndyMac Bank, FSB

By: By:

‘Name: Name. A Adam Loskove

Title: rite, __ Vice President

Date: Date: 4 ref i

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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(b)(6)


SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(Settlement Agreement”) is entered into and made effective as of the 1% day of April,
2010 (“Effective Date”), by and between the Federal Deposit Insurance Comoration as
Receiver of IndyMac Bank, FSB (CFDIC”) and DL Mortgage Capital, Inc. (SDLI7).
The FDIC and DLJ may heteinafter be referred to individually as a “Party” or
collectively as the “Parties”.

RECITALS

1 DELI sold and/or delivered mortgage loans to IndyMac Bank, FSB,
pursuant to a Morigage Loan Sale and Interim Servicing Agreement dated November 1,
2006 (“CONTRACT”). A dispute has arisen between the Parties with respect to
outstanding demands for repurchase and/or indemnity arising from the CONTRACT.
Specifically, IndyMac Bank, FSB. made demands to DLJ for repurchase and/or
indeminification based upon a finding by IndyMac Bank, FSB of a breach of the
representations and warranties as set forth inthe CONTRACT.

1.2 Without admitting liability, the Parties desire to and have agreed to settle
all repurchase and indemnification claims by IndyMac Bank, FSB relating to the
mortgage loaris which were sold directly by DLI to IndyMac Bank, FSB pursuant to the
terms of the CONTRACT (collectively, the “LOANS”) upon the terms and conditions
hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth hercin, and for other good and valuable consideration, the réceipt and sufficiency of
which are hereby acknowledged by the Parties, the Parties, intending to be legally bound,
agree as follows:

13 Recitals. The Recitals-set forth above are incorporated into the body of
this Settlement Agreement as though fully set forth herein.

14 Payment of the Settlement Funds. By no later than April 28, 2010, DLJ
shall pay the total sunt of Three Million Dollars ($3,000,000.00) (the “Settlement
Finds”). Payment shall be made by wire transfer made payable to “Mortgage Recovery
Law Group Trust Account,” Account Number: [7] Routing Number:
os. Reference: DLI Settlement.

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(b)(4)


(b)(6)

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties
have executed this Settlement Agreement as of the date set forth m the opening paragraph
of this Settlement Agreement,

For: The FDIC as Receiver of For: DLJ Mortgage Capital, inc.
IndyMac Bank, FSB

By: By:

Name: in ceo odk S ie ‘ \t Name:

Tite: Co aumse | Tide:

Date: eat “24 -260\0 Date:

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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RELEASE

14 Unknown Claims. Each Party acknowledges that this Settlement
Agreement applies to all claims for injuries, damages, or losses of any type or nature
(whether those injuries, damages, or losses are known or unknown, foreseen or
unforeseen, patent or latent) which that Party may have against the other Party arising
from. the obligation to repurchasé and/or indemnify for losses associated with the
LOANS, Each Party hereby expressly waives application of California Civil Code §1542
and any other sirnilar statute or rule,

1.6 Each Party certifies that they have read and understood the following
provisions of Californie Civil Code $1542, which states in pertinent part as follows:

“A general release does not extend ta claims which the
creditor does not. know of suspect to exist in bis or her
favor at the time: of executing the release, which. if known
by him. or her must have materially affected his or her
settlement with the debtor.”

1.7 Each Party understands and acknowledges thatthe significance and
consequence of its waiver of California Civil Code $1542 is that even if any Party should
eventually suffer additional damages arising out of the obligation te repurchase and/or
indemnify for losses associated with the LOANS, the claims and causes of action that
were or could have been asserted relating 16 obligation to the repurchase and/or
indemmify for losses associated with the LOANS, or any facts or circumstances related to
the obligation te repurchase and/or indemnify for losses associated with the LOANS, that
Party will not be able to make any claing against the other Party for those damages.
Furthermore, cach acknowledges that they consciously intend these consequences'even as
to claims for damages that may exist as of the date of this release but whick that Party
does not know exisis, and whicti, if known, would materially affect that Party’s decision
to-execute this release, regardless of whether that Party's lack of knowledge is the result
of ignorance, oversight, error, negligence, or any other cause.

18 Each Party hereby fully, finally, and forever releases and discharges the
other Party, and any and all of its respective past, present, and future affiliates,
employees, members, partners, joint venturers, independent conttactors, attorneys,
insurers, investors, successors, assigns, representatives, officers, directors, sharcholders,
independent contractors, predecessors, successors and assigns, and any corporation,
partnership or limited lisbility company which was or is.at atiy time the parent or wholly
owned subsidiary af such-ontity, and any such corporation's, partnership's or limited
ability company’s officers, directors, employees, of any corporation, partnership or
limited Habitity company which was or is an affiliate of such entity by victue of common
ownership or control, and any such corporation's, parinetship's or limited liability

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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company's, officers, directors, and/or employees of and from any and all actions, causes
af action, elaims, demands, damages, debts, losses, costs, expenses, attorney fees ur other
liabilities of every kind and nature whatsoever, whether legal or equitable and whether
known or unknown, arising out of, resulting from, or relating to, in any manner, the
obligation under the CONTRACT to repurchase and/or indenmify for losses associated
with the LOANS, the claims.and causes of action that were or could have been asserted
relating to the obligation under‘the CONTRACT to repurchase and/or indemnify for
losses associated with the LOANS, or any facts or circumstances related to the obligation
under the CONTRACT to repurchase and/or indemnify for losses associated with the
LOANS.

L9 ~~ Notsvithstanding any other provision in this Agreement, the FDIC does not
release, and expressly preserves:fully and to the same extent.as ifthe Agreement had not
been executed any claims.against DLJ afising out of existing or failed financial
institutions other than IndyMac. Bank, FSB.

L168 Notwithstanding any other provision in this Settlement Agreement, the
FDIC does not release, and expressly preserves fully and to the same extent as if the
Settlement Agreement had not been executed any action taken by any other federal
agency. In addition, this Settlement Agreement docs not purport to waive, or intend to
waive, any claims which could be brought by the United States chrough either the
Department of Justice or the United States Attorney’s Office for any federal judicial
district. In addition, the FDIC specifically reserves the right to seek court ordered
restitution pursuant to the relevant provisions of the Victim and Witness Protection Act,
18 US.C. § 3663, ef seq. if appropriate.

1.41 Conditions of Execution. Each Party acknowledges and warrants that its
execution of this Settlement Agreement is free and voluntary.

1.12 No Admission. It is agreed that no Party hereto admits liability or
wrongdoing of any satire, and that this Settlement Agreement is made os a compromise
of disputed claims.

1.13 Fair Meaning, The Parties hereto further agree that ihe language of all
parts of this Settlement Agreement shall in all cases be construed as a whole, according to
its fair meaning, and not strictly for or against ay of the Parties.

1.14 Governing Law. The Parties agree to submit to the Courts of the County
of New York, New York, for any dispute arising out of this Settlement Agreement, or
related thereté, and consent to. the jurisdiction of said Courts and further agree that any
and all matters of dispute shall be adjudicated, governed and controlled under New York
Jaw.

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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