GREAT AMERICAN ASSURANCE

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(b)(6)
(b)(6) By| a
VR Bins Sanse wd Lush Aten Serves
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Date: 4 “a Lt
SETTLEMENT AGREEMENT AND MUTUAL RELEASE ~ Page 14

SOGIS1SSP 21SEC OMG


(b)(4),(b)

the foans, intending that the full terms and conditions of

the Agreement be set forth in this Agreement: and
NOW, THEREFORE, in consideration of the promises, warranties, agreements
and representations set forth herein, and other good and valuable consideration, the
sufficiency of which is hereby recognized, the Parties enter into this Settlement
Agreement and Release.
Ls
SETTLEMENT TERMS AND RELEASES

1. Agreement Regarding Settlement Payment.

1.1 In full and final settlement of the clair made on the Policy as relates to the

Lawsuit-and thel loans, Great American agrees to pay to

FDIC the sum of $135,000.00 by not later than two business days after this Agreement
is signed by both Parties. The payment will be made by check payable to the Federal
Deposit Insurance Corporation, as Receiver for indyMac Bank, F.S.B., and delivered to
counsel of record Maurice Wainer, 270 N. Canon Drive, Penthouse, Beverly Hills, CA

90210.

2. Resolution of the Lawsuit and Payment of Fees.

2.1 The Parties agree to instruct their respective counsel to sign and file a
Stipulation for Dismissal With Prejudice to terminate the Lawsuit in its entirety. The
Stipulation for Dismissal With Prejudice will be filed by counsel for the FDIC no later
than two business days after the receipt by the FDIC's counsel of the sattlement

payment described in Paragraph 1.1 herein.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE ~ Page 5

SOSISTSISP/2 1S ORCAS


(b)(4),(b)

waives all provisions of Califomia Civil Code section 1542, as it relates to the

ba

loans, which reads as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS 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.”

§ Capacity to Execute Agreement and Release Claims.

5.1 Each of the Parties hereto warrants to each other that: (i) it has the legal
capacity to and is duly authorized to execute and deliver this Agreement and any other
documents, agreements or instruments to be delivered by such Parties hereto; (i) it has
taken all actions and obtained all approvals or consents necessary to authorize the
execution and delivery of this Agreement and any other documents, agreements or
instruments to be delivered to such Parties hereto; (il) this Agreement, and any other
documents, agreements, or instruments delivered by such Parties hereto are its legal,
valid, and binding obligation, enforceable in accordance with its terms; {iv) the execution
and delivery of this Agreement and any other documents, agreements, or instruments
executed or delivered by such Party pursuant hereto and the consummation of the
transactions herein contemplated does not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, any material agreement or
instrument or any other provision of law, statute or regulation fo which such Party is
bound.

5.2 Each of the undersigned persons warrants that he or she is authorized to

execute this Agreement in the capacity in which he or she is signing, and that he or she

SETTLEMENT AGREEMENT AND MUTUAL RELEASE ~ Page 10

WMI SSPIONEAIONOIEZG

)(4),(b)


release, and expressly preserves fully and to the same extent as if the Agreement had
not been executed any claims against Great American arising out of existing or failed

financial institutions other than IndyMac Bank, FSB.

3.7 Notwithstanding any other provision in this Agreement, the FOIC does not
release, and expressly preserves fully and to the same extent as if the Agreement had
not been executed any action taken by any other federal agency. In addition, this
Agreement does not purport to waive, or intend to waive, any claims which could be
brought by the United States through either the Department of Justice or the United
States Attomey’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 U.S.C. § 3663, ef $eq,, if appropriate.

4. Mutual Releasss.

4.1 Effective at Closing, the FDIC, together with its agents, representatives,
attomeys of record in the Lawsuit, and assigns, fully releases Great American and
Group, Inc., together with their respective agents, representatives, attomeys of record
in the Lawsuit, assigns, predecessor entities, affillates, successor entities, officers,
directors, employees, contractors, insurers, and reinsurers from any and ail acts,
failures to act, claims, demands, losses, omissions, damages, actions, causes of action,
rights, contracts, agreements, judgments, penalties, attomeys fees, interest, costs, and
other actual or alleged liability now accrued or hereafter to accrue, of any kind
whatsoever, as to person and to property, at cormmon law, in equity, pursuant to statute,

or otherwise, direct or indirect, known or unknown, now existing or that might arise

hereafter, asserted or not, of any kind, relating only to the

NT NT_AND LEASE ~ Page 7

WAPLSPRIV7BOIEL 030219

(b)(4),(b)


2.2 The Parties agree that each Party shall bear its respective attomeys’ fees

and expenses incurred in the Lawsuit.

3. Agreement Regarding the Policy and Release of Claims on the Policy.

3.1 Great American continues to reserve all rights under the Policy, and

continues to assert all of its coverage positions taken in its prior correspondence on the

claims. involving-thel - loans.

3.2 Great American makes the Settlement Payment described in Paragraph

1.1 herein on the condition that the negotiation of the claims involving the

(b)(4),(b) Joans will not be asserted by the FDIC as any type of waiver of the

terms of the Policy or precedent for payment of similar claims in any other pending or
future claims on the Policy.

3.3 Nothing contained in this Agreement will impact all rights and defenses of
Great American under the Policy for any and all other claims made by the FDIC and/or

any other insureds related to or in connection with the Policy, except as to the| (b)(4),(b)

loans.

(b)(4),(
(6)

3.4 This Agreement is entered into by the Parties without prejudice or value as
precedent to any other proceedings, and the Agreement shail not be used or referred to
in any way in any claim, proceeding, or hearing to create, approve or interpret the
obligations under, or the terms, provisions and conditions of the Policy.

3.5 In consideration of the Settiernent Payment, the receipt and sufficiency of

which is hereby acknowledged, the FDIC releases its claims for the

ans under the Policy,

3.6 Notwithstanding any other provision in this Agreement, the FDIC does not

NT AGI UAL ~Page 6

AUSSI GIG


(b)(4),(b)

(6)
(b)(4),(b)
(6)
(b)(4),(b)
(6)

provided, however, that nothing contained herein shall be construed as a release of any

claims or liabilities arising out of a breach of this Agreement or of any claims or liabilities

arising-out.of anyloans-other-than-the loans.

4.3 The releasing Parlies acknowledge that they may have sustained
damages, losses, fees, costs, or expenses in connection with the matters being
teleased herein which have not yet manifested themselves and which are presently
unknown and unsuspected, but nevertheless deliberately intend to and do hereby

release the released parties and each of them, from all such damages, losses, fees,

costs_or.expenses.related.to-the| loans. This Agreement

shall be given full force and effect according to each and all of its express terms and
provisions, including those relating to unknown and unanticipated damages, losses,
fees, costs and expenses. The releasing Parties acknowledge and agree that this
waiver is an essential and material term of this Agreement, and the settlement which
leads to it, and that without such waiver, the Agreement and the settlement would not
have been entered into. Each Party represents and warrants that it has been advised
by its legal counsel with respect to this waiver and that it understands and
acknowledges the significance and consequence of it, THIS AGREEMENT IS
INTENDED TO AND DOES APPLY WITH RESPECT TO ALL FACTS, ACTS AND
OMISSIONS, WHETHER KNOWN OR NOT KNOWN BETWEEN OR IN CONNECTION

WITH THE-PARTIES-as-it-relates-to-the loans. With

respect thereto, subject to the limitations, if any, set forth herein below, each Party

knowingly, after having the opportunity to obtain the advice of his/her/its attomeys,

NT AGREEME LEASE ~ Page 0
BOS ISTS/SP/2 1976/0101 /030210-


SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release is entered into by and between
the Federal Deposit Insurance Corporation, as Receiver for IndyMac Bank, F.S.B. (the
“FDIC") and Great American Assurance Company (“Great American’) for the mutual
promises and consideration set forth herein, as follows:

L
DEFINED TERMS

1. The term “Agreement” means thie Settlement Agreement and Mutual
Release.

2. The term “Parties” means the FDIC and Great American, collectively.

3. The term “Lawsuit” means and refers to that case styled Federal Deposit
insurance Corporation, as Receiver for IndyMac Bank, F.S.B. y. Great American
Assurance Company, an Ohio Corporation; and Does 1 through 10, Case No. 10-
00115, in the United States District Court for the Central District of California, Westem
Division.

4. The term “Policy” means and refers to the Mortgage Service Provider's

Errors and Omissions Insurance Policy, Policy No. withthe Policy Period

beginning June 1, 2004, issued by Great American to Named Insured

The Policy includes a Claimant/Third Party Beneficiary Endorsement in which indyMac
Bank, FSB (“IndyMac”) is described as a valid claimant under the policy fo the extent of
its legal or contractual interest in one or more mortgage agreements and any damages
arising from the mortgage origination services rendered by the Named Insured, and a

third party beneficiary to any damage proceeds from mortgage agreements in which

SETTLEMENT AGREEMENT AND MUTUAL RELEASE — Page 1

BMI91 SISP/Z19 EOL BLOSORID

(b)(4)

(YA)


7.1 This Agreement may be executed in multiple counterparts, each of which
shall be fully effective as an original, all of which, when signed by all Parties, together

shall constitute one and the same instrument.

a. Governing Law and Construction of Agreement.

8.1 This Agreement shall be governed, construed, and enforced under the
laws of the State of California.

8.2 _ Ail provisions of this Agreement are contractual and are not mere recitals.

8.3 Each of the Parties, together with their respective attomeys, participated in
the drafting and preparation of this Agreement. Therefore, this Agreement shall not be
construed in favor of or against any Party on the basis that any such Party did or did not
author this Agreement or any attachment related to it.

84 This Settlement Agreement and Release is a compromise of disputed
claims, and nothing contained herein shail be construed as an admission of lability by
any Party, all such lability being expressly denied.

9. Effective Date.

9.1 This Agreement is effective as of the date it is signed by the Party last

signing below.

10. Enforcement.

10.1 In any action to enforce the terms of this Agreement, including any action
to recover damages for any violations herein, the prevailing Party shail be entitled fo

recover its reasonable attorneys’ fees and disbursements, in addition to the costs of suit

and cost of mediation.
SETILEMENT AGREEMENT AND MUTUAL RELEASE ~ Page 12

JOFISTS/SP/ZISTO/OOVEHIIO


has full power and autherity to bind the Party for whom he or she is signing to each and
every provision of this Agreement.

5.3 This Agreement shail be binding upon and inure to the benefit of the
undersigned Parties and their respective heirs, executors, administrators,
representatives, estates, trusts, successors in interest, assigns, personal
representatives, and transferees.

5.4 Each of the Parties warrants that it is the sole legal owner and holder of
all claims released herein, and that none has transferred or otherwise impaired any

such claims and/or rights, in whole or in part.

6. Reliance on Information.

6.1 This Agreement contains the full and complete agreement of the Parties
hereto, and all other prior negotiations pertaining to the subject matter hereof, are
merged into this Agreement. Each Party hereby expressly disclaims reliance upon any
facts, promises, undertakings, or representations made by any other Party or person, or
such Party or person’s agents, representatives, or attomeys, prior to the date of

execution of this Agreement.

6.2 Each Party to this Agreement has had the benefit of counsel of its own
choice, has been afforded the opportunity to review this Agreement with its chosen
counsel, and executes this Agreement of its own free will and accord, for the purposes

and considerations expressed herein.

7. Muitipie Counterparts.

SETTU ID MUTUAL ~ Page 14
3O41D1SISP/2AGPOMOLOIERIO


loans; the alleged actions and/or alleged inactions of lin-connection with the

loans; the] claims asserted

under the Policy, and the alleged actions and/or alleged inactions of Great American

under the Policy as. it relates.to the[ Jeans; including but not

limited to all matters included in or which could have been included in the Lawsuit as it

relates_only_tothe loans; provided, however, that nothing

contained herein shall be construed as a release of any claims or liabilities arising out of

a@ breach of this Agreement or of any claims or liabilities arising out of any foans in favor

of. FDIC. other than the Joans.

42 Effective at Closing, Great American and its agents, representatives,
attomeys of record in the Lawsuit, assigns, predecessor entities, successor entities,
officers, directors, employees, contractors, and reinsurers fully release the FDIC, with its
agents, representatives, attomeys of record in the Lawsuit, heirs, and assigns from any
and all acts, failures to act, claims, demands, losses, omissions, damages, actions,
causes of action, rights, contracts, agreements, judgments, penalties, attorneys fees,
interest, costs, and other actual or alleged liability now accrued or hereafter to accrue,
of any kind whatsoever, as to person and to property, at common law, in equity,

pursuant to statute, or otherwise, direct or indirect, known or unknown, now existing or

that might arise hereafter, asserted or not, of any kind, relating only to the

claims asserted under the Policy, and the alleged actions and/or

(b)(4),(b)

(6)
(b)(4),(b)
(6)
(b)(4),(b)
(6)
(b)(4),(b
(6)
(b)(4),(b)
(6)

alleged inactions of the FDIC under the Policy as it relates to the

loans, including but not limited to all matters included in or which could have

been included in the Lawsuit as it relates only to the joans;

EI AND A ~Page &
JORIS SISP/2STEDIGLOROIG

(b)(4)

(b)(4),(b)
(6)


WHEREAS, Great American contends that the FDIC agreed to provide the
documentation it could, and did make efforts to locate and provide documentation on
the four loans; and

WHEREAS, Great American contends that it notified the FDIC that the
documentation the FDIC provided to Great American, according to Great American, did
not inciude all necessary documents to analyze the requirements and conditions of the
insuring Agreement and Policy, and did not meet the requirements set forth in the
Policy; and

WHEREAS, the Parties entered into negotiations to resolve the matters between
them in lieu of conducting protracted litigation on the loans; and

WHEREAS, Great American continues to reserve all rights under the Policy; and

WHEREAS, it is the desire of the Parties to this Agreement to enter into an
agreement to resolve all matters in controversy in the Lawsuit; and

WHEREAS, it ls understood by the Parties that this Agreement is for the purpose
of the settlement and compromise of all disputed matters in the Lawsuit; and

WHEREAS, the Parties agree and acknowledge that this Agreement is entered
into for the sole purpose of resolving contested claims and legal disputes, and that
neither the execution nor performance of any of the terms of this Agreement shall
constitute or be construed as an admission by any party herein of any liability; and

WHEREAS, the Parties hereto desire to compromise and settle all claims and
causes of action of any kind whatsoever which the Parties have or may have in the

future against the other, arising out of the Policy and their dealings but related only to

ENT AG MUTUAL RE ~ Page 4

JOA GT SSP/21976/0101/030210


(b)(4)

from in regard to the specifics of each claim and request specific

documentation in regard to each claim: and

WHEREAS, Great American did not receive the requested documentation it

oe) needed to. analyze.coverage-for-the transactions from {))
(bya) but continued to request the needed documentation in additional reservation of
(4) rights letters-sent-to and
WHEREAS, IndyMac Bank, F.S.B. was closed by the Office of Thrift Supervision
on July 11, 2008, and the FDIC was appointed as Receiver for IndyMac; and
WHEREAS, the FDIC filed the Lawsuit, seeking relief in connection with the [bi +
oe) loans, as well as another transaction referred to as the I(b)(4),
(0x40) [oan , bearing IndyMac Loan Number for which fea
(b)(4) had not made a prior claim; and
WHEREAS, Great American contends that it had not previously been provided
oe) with notice.of.aloss-on the] loan and had no claim file established regarding such
matter, and
WHEREAS, Great American contends that it immediately requested that the
FDIC provide all documentation necessary for Great American to analyze coverage
oe) under-the-Policy for the toan and advised it had not previously been provided with
notice of loss for such loan; and
WHEREAS, Great American contends that it also immediately requested that the
FDIC provide the relevant documentation necessary for Great American to analyze
Ro coverage under the Policy.for.the[—_____oanns, for which prior notice had
(4)

been received; but for which

SETTLEMENT AGREEMENT AND MUTUAL RELEASE ~ Page 3

SOMIST SPITS OWIO

had not provided required documents; and


they hold a legal or contractual interest.

5. The term “Closing” means and refers to the date upon which all parties
have signed this Agreement.
i
RECITALS

(by(4)

WHEREAS, Great American issued the Policy to Named Insured|

and

WHEREAS, IndyMac Bank, F.S.B. received mortgage services from (py)

in connection with particular loans it extended to its borrowers; and

(by(4) WHEREAS, provided written notice of various claims to Great

American for iosses it alleged it sustained as a result of mortgage services it provided to

IndyMac Bank, F.S.B. in the course of IndyMac’s extension of credit to borrowers on

oe) transactions. referred-to-as-the
on” transactions; and
oe) WHEREAS; the loan, bearing IndyMac Loan Number} was (0.0)
(b)(4)___assigned-Claim No; by Great American; and
(24) WHEREAS, the|~- }loan, bearing IndyMac Loan Number was oe
(b)(4)____assigned-Claim-No: and
Boe WHEREAS, the loan, bearing IndyMac Loan Number was. je
(b)(4)._.. assigned ClaimNo.[——-__ py Great American; and
WHEREAS, Great American issued to jis-various-reservation-of OM.

oe) rights. letterson-the claims, and requested further information

SETTLEMENT AGREEMENT ANO MUTUAL RELEASE ~ Page 2

MAGES IOS LOTETD


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

FEDERAL DEPOSIT INSURANCE
CORPORATION, as RECEIVER for
INDYMAC BANK, FSB

=
By __]

Covngel
ts

Date: ltt le

SETTLEMENT AGREEMENT AND MUTUAL RELEASE — Page 13

Sha IS TSSPHEISIOMOLTIOTIO