IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement, which is effective as of the date first written above.

Agreed:
FEDERAL DEPOSIT INSURANCE CORPORATION

By: Rocked S.Ceed
Title: Co Ga ee

VICTPRY STATE BANK

che, tA Brgncen

By: Beth
nh Cee

‘Title: Pars

90274072. DOC


8. Governing Law/Jurisdiction. This Agreement shall be governed by the

Jaws of the State of New York, without regard to the conflicts of laws principles of the
State. The Supreme Court of the State of New York, New York County wilt have sole
jurisdiction over any dispute arising out of or otherwise pertaining to this Agreement.

5. Assigriment/Authority to Enter Info Agreement/No Coercion. This
Agreement shall inure to the benefit of, and be binding upon, the respective personal and
legal representatives, successors, and assigns of the parties hereto; provided, however, no
party may assign any of its obligations under this Agreement and any such assignment
shall be null and void and of no legal effect. Each party to this Agreement represents and
warrants that it has not assigned or transferred any of ihe claims or interests being
assigned or released pursuant to the Agreement, and that it is fully and duly authorized to
entor into this Agreement, and is doing so without duress or coercion of any kind.

10. Severability. In the event that any provision of this Agreement or the

application of such provision shall be held by a court of competent jurisdiction to be
invalid, illegal, or unenforceable for any reason, then such invalidity, illegality, or
unenforceability shall not affect any other provisions of this Agreement.

il. Non-Waiver. A party’s waiver of a particular breach of any provision of
this Agreement, or failure to enforce any provision of this Agreement, shall not operate or
be construed in any way as a waiver of that party’s rights under the Agreement or of any
subsequent breach of that or any other provision of the Agreement,

12. Counterparts. This Agreement may be signed in counterpart originals, and

shall take full force and offect upon exeoution by all parties.


AGREEMENT

Agreement dated the Asay of October, 2010, by and between Federal Deposit

Insurance Corporation (“FDIC”) and Victory State Bank (“VSB”).

WHEREAS FDIC and VSB are engaged in certain litigation, namely, a case

captioned Federal Deposit Insurance Corporation, as Receiver of IndyMac Bank, FSB v,

Joseph LaMattina, et al., Index No. 403764/06 (N-Y. Co.), which case was originally
commenced in Richmond County then transferred to New York County, and in which
VSB is named as one of the defendants (the “Litigation”); and

WHEREAS FDIC and VSB wish to resolve all aspects of the Litigation as
between them and any and all issues between them without incurring additional time and
expenses, and agtes that such resolution would best serve their respective interests;

NOW, THEREFORE, in consideration of the mutual promises contained herein,
and for good and valuable consideration, the receipt and adequacy of which are hereby
expressly acknowledged, FDIC and VSB agree-to the following terms as their fall
agreement on these matters:

L Payment. VSB shall cause to be paid to FDIC the sum of $35,000. Such
payment shall be made by actual delivery to the attomeys for FDIC of a check payable to
“Weinstein Smith LLP, as attorneys for Federal Deposit Insurance Corporation, as
Receiver of IndyMac Bank, FSB.” Such payment shall be made, consistent with CPLR.
§ 5003-a, by no later than 21 days after the full execution of this Agreement and the

stipulation of discontinuance called for under the Agrooment.


2, Discontinuance. Counsel for FDIC and VSB shall execute a stipulation of
discontinuance, with prejudice, and without costs as against either party, discontinuing
the Litigation. Such stipulation shall be held in escrow by the attorneys for FDIC
pending payment as sei forth in Paragraph 1. Upon the check for such payment clearing
the account of the attorneys for FDIC, the attomeys for FDIC shall release such
stipulation of discontinuance from escrow and file it with the Court, and provide the
attorneys for VSB with an as-filed copy.

3 Releases. (a) FDIC, on its own behalf and on behalf of its principals,
agenis, officers, directors, sharcholders, representatives, attorneys, employees,
snecessors, assigns, insurers, and subrogecs, automatically and forever releases,
discharges, and acquits VSB, and its attorneys, accountants, principals, agents, officers,
directors, shareholders, representatives, employees, affiliates, successors, and assigns,
fiom any and all claims, demands, obligations, and Habilities, of every type, kind, nature,
description, or character, whether known or unknown, suspected or unsuspected,
liguidated or unliquidated, from the beginning of the world to the date of this Agreement,
conceming the Litigation, the subject matter of the Litigation, and any claim that was
brought, or could have been brougtit, as part of the Litigation.

{b) VSB, on iis own behalf and on behalf of its principals, agents,
officers, directors, sharcholders, representatives, attorneys, employees, successors, and
assigns, automatically and fovever releases, discharges, and acquits FDIC, and its
attorneys, accountants, principals, agents, officers, directors, shareholders,
representatives, employees, affiliates, successors, assigns, msurers, and snbrogees, from

any and ail claims, demands, obligations, and liabilities, of every type, kind, nature,


description, or character, whether known or uiknown, suspected or tinsuspected,
liquidated or unliquidated, from the beginning of the world to ihe date of this Agreement,
couceming the Litigation, the subject matter of the Litigation, and amy claim that was
brought, or could have been brought, a8 part of the Litigation.

4, No Admissions/No Evidence, This Agreement constitutes a compromise

of disputed claims and is not te be interpreted or construed as an admission by any party
of any Hability, breach, wrongdoing, or omission of any kind. This Agreement may not
be used as evidence in any proceeding, except in a proceeding in which any of the parties
alleges a breach of the Agreement.

5. Advice of Counsel. The parties hereby agree, represent, and warrant that

they have had advice of counsel of their own choosing in negotiations for and the
preparation of this Agreement, and they have read the Agreement, and they have had the
Agreement fully explained by such counsel, and they are filly aware of its content and

legal effect.

6 No Additional Promises. Each party to this Agrcement acknowledges

that, except as expressly stated in the Agreement, no other parly, or altorney or agent of
any other party, has made any promise, representation, or warranty, express or implied,
conceming the Agreement,

7 Entire Agreement, This Agreement constitutes the entire agreement
between the parties with respect to the matters contained herein and supersedes all prior
understandings, written or oral. This Agreement may not be modified or amended except

by a writing signed by all of the parties hereto.