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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following parties: 

Plaintiff Federal Deposit Insurance Corporation as Receiver for Washington Mutual Bank 

("FDIC-R") and Sierra Pacific Mortgage Company, Inc. ("Sierra Pacific") (individually, FDIC-R 

and Sierra Pacific may be referred to herein as "Party" and collectively as the "Parties"). This 

Settlement Agreement shall be effective as of the date last executed by any Party ("Effective 

Date"). 

RECITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank ("WaMu") was a depository 

institution organized and existing under the laws of Nevada; 

On September 25, 2008, the Office of Thrift Supervision closed WaMu and pursuant to 

12 U.S.C. § 1821(c), Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 1821(d), FDIC-R succeeded to all rights, titles, powers and 

privileges of W aMu, including those with respect to its assets; 

Among the assets to which FDIC-R succeeded were all of WaMu's claims, demands, and 

causes of action against mortgage brokers that originated mortgage loans for WaMu; 

The Parties seek to resolve FDIC-R's claims, both asserted and unasserted and whether 

known or unknown, against Sierra Pacific related to Sierra Pacific's brokering, selling and/or 

delivering mortgage loans to WaMu (the "Claims"). Sierra Pacific denies liability for the 

Claims; and 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty and expense of litigation; 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the Parties 

agree, each with the other, as follows: 
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SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before 

December 15, 2022, Sierra Pacific shall pay FDIC-R the sum of $950,000.00 (nine hundred and 

fifty thousand dollars) ("the Settlement Payment"). The Settlement Payment shall constitute a 

debt due and owing Federal Deposit Insurance Corporation, an agency of the United States, on 

the Effective Date. The debt shall be discharged by payment in full to FDIC-R. 

B. Sierra Pacific shall deliver the Settlement Payment to FDIC-R by electronic funds 

transfer pursuant to written instructions including a tax identification number to be provided by 

FDIC-R, contemporaneous with signing the Agreement. 

C. IfFDIC-R does not receive the Settlement Payment in full on or before December 

15, 2022, then Sierra Pacific shall be in default of their payment obligations ("Default") and 

interest shall accrue at the rate of five percent (5%) per annum or the rate calculated in 

accordance with 26 U.S.C. § 6621(a)(2), whichever rate is higher ("Default Interest Rate") on the 

unpaid total (i.e. unpaid amount of Settlement Payment together with all accrued interest) until 

paid in full, and FDIC-R, in its sole discretion, shall have the right to: 

1. Waive the Default and extend the period of time for the Settlement 

Payment in writing, including interest at the Default Interest Rate accruing from 

December 15, 2022. Any decision by FDIC-R to extend the terms of this 

Agreement or to accept a portion of the Settlement Payment shall not prejudice its 

rights to pursue relief under subsections 2 through 4 below at any time prior to 

receipt of the full Settlement Payment (including all accrued interest); provided, 

however, that in the event FDIC-R terminates this Agreement by declaring it null 

and void, FDIC-R will return to Sierra Pacific any and all amounts paid to FDICR under this Settlement Agreement; or 

2. Enforce this Agreement, including without limitation, by FDIC-R's filing 

an action to summarily enforce the agreed-upon settlement by a Court entering 

judgment against Sierra Pacific for breach of the settlement agreement in the 

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amount of the unpaid total (i.e. unpaid amount of Settlement Payment together 

with all accrued interest) together with the costs of collection and all of FDIC-R's 

reasonable attorney's fees and costs incurred in enforcing the terms of this 

Agreement. In such event, Sierra Pacific waives and covenants not to plead, 

argue, or otherwise assert any defense, claim or counterclaim of any kind 

whatsoever except the defense of payment of the Settlement Payment, in part or in 

full, to an action or motion to enforce this Agreement and agrees to exclusive 

jurisdiction and venue in the U.S. District Court for the District of Columbia; or 

3. Terminate the Agreement by declaring it null and void and institute an 

action on the Claims. Sierra Pacific further agrees to waive, and covenants to not 

plead, argue, or otherwise assert, any defense, claim, or counterclaim of any kind 

whatsoever that did not exist or was otherwise unavailable as of the Effective 

Date except for the defense of payment of the Settlement Payment, in part or in 

full; and/or 

4. Seek any other relief available to it in law or equity. 

SECTION II: Releases 

A. FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section II.D., 

FDIC-R, for itself and its successors and assigns, hereby releases and discharges Sierra Pacific 

and its employees, officers, directors, attorneys, successors, and assigns from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to FDIC-R that arise from or relate to the Claims. 

B. Sierra Pacific's Release. 

Effective simultaneously with the release granted in Section II.A. above, Sierra Pacific, 

for itself and its respective successors and assigns, hereby releases and discharges FDIC-Rand 

its employees, officers, directors, attorneys, successors and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

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equity, that arise from or relate to the Claims. 

C. Waiver of California Civil Code§ 1542 

Each Party hereby waives and relinquishes any rights each may have under California 

Civil Code § 1542, which reads as follows: 

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE 

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO 

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE 

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE 

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE 

DEBTOR OR RELEASED PARTY." 

D. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, Federal 

Deposit Insurance Corporation, in any capacity, does not release, and expressly 

preserves fully and to the same extent as if this Agreement had not been executed, 

any claims or causes of action: 

a. Against Sierra Pacific or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of any 

promissory note or indebtedness payable or owed by them to FDIC-R, 

WaMu, other financial institutions, or any other person or entity, including 

without limitation any such claims acquired by FDIC-Ras successor in 

interest to WaMu or any person or entity other than WaMu; and 

b. Against any person or entity not expressly released by 

FDIC-R in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in 

this Agreement shall be construed or interpreted as limiting, waiving, releasing, or 

compromising the jurisdiction and authority of Federal Deposit Insurance 

Corporation in the exercise of its supervisory or regulatory authority or to 

diminish its ability to institute administrative enforcement or other proceedings 

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seeking removal, prohibition, or any other relief it is authorized to seek pursuant 

to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this 

Agreement does not purport to waive, or intend to waive, any claims that could be 

brought by the United States through the Department of Justice, the United States 

Attorney's Office for any federal judicial district, or any other department or 

agency of the United States as defined by 18 U.S.C. § 6. In addition, FDIC-R 

specifically reserves the right to seek court-ordered restitution pursuant to the 

relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. seq., if appropriate. 

SECTION III: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Sierra Pacific is or was a shareholder of WaMu or its holding 

company and by virtue thereof is or may be entitled to a dividend, payment, or other distribution 

upon resolution of the receivership of WaMu or proceeds in any litigation that has been or could 

be brought against Federal Deposit Insurance Corporation in any capacity or against the United 

States based on or arising out of, in whole or in part, the closing of WaMu, or any alleged acts or 

omissions by Federal Deposit Insurance Corporation in any capacity, the United States 

government, or any agency or department of the United States government in connection with 

WaMu, its conservatorship, or receivership, Sierra Pacific hereby knowingly assigns to FDIC-R 

any and all rights, titles, and interest in and to any and all such dividends, payments, or other 

distributions, or proceeds. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and 

their respective trustees, administrators, representatives, successors, and assigns. 

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B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION V: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of 

this Agreement, including doing, or causing their agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry, 

of any documents necessary to perform the terms of this Agreement. 

SECTION VI: Other Matters 

A. No Admission of Liability. The Parties each acknowledge and agree that the 

matters set forth in this Agreement constitute the settlement and compromise of disputed claims 

and defenses, that this Agreement is not an admission or evidence of liability or infirmity by any 

of them regarding any claim or defense, and that the Agreement shall not be offered or received 

in evidence by or against any Party except to enforce its terms. 

B. Counterparts and Digital Signatures. This Agreement may be executed digitally 

(through a method that employs public key cryptography so as to meaningfully guarantee 

authenticity, consent, and integrity) or by hand, in any number of counterparts, and delivered 

electronically or physically, each original or electronic copy thereof will be deemed an original, 

and all of which when taken together constitute one and the same Agreement. 

C. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the District of Columbia. For 

purposes of construing this Agreement, this Agreement shall be deemed to have been drafted by 

all Parties to this Agreement and shall not, therefore, be construed against any Party for that 

reason in any subsequent dispute. 

D. Notices. Any notices required hereunder shall be sent by nationally recognized 

overnight delivery service (e.g. FedEx or UPS), and by email, to the following: 

6 
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Ifto the FDIC-R: 

Stuart Tonkinson 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive 

Arlington VA 22226 

(214) 673-7549 

jtonkinson@fdic.gov 

If to Sierra Pacific: 

Timothy P. Ofak 

Weiner Brodsky Kider PC 

1300 19th St. NW Fifth Floor 

Washington, DC 20036 

(202) 628-2000 

ofak@thewbkfirm.com 

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E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the Parties concerning the matters set forth 

herein and supersedes any prior agreements or understandings. This Agreement may not be 

amended or modified, nor may any of its provisions be waived, except in writing signed by the 

Parties bound thereby, or by their respective authorized attomey(s), or other representative(s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The Parties acknowledge that this Agreement shall not be 

confidential and will be disclosed pursuant to Federal Deposit Insurance Corporation's 

applicable policies, procedures, and other legal requirements. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date: Oct 27, 2022 

Date: 10/28/2022 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR WASHING TON MUTUAL BANK 

By: l _____________________ b 6 ___________________ J 

TITLE: Counsel 

PRINT NAME: Stuart Tonkinson 

SIERRA PACIFIC MORTGAGE COMPANY, INC. 

BY: I___ b6 I 

TITLE: CEO 

PRINT NAME: James coffri ni 

8 
DocuSign Envelope ID L_ ________________________________ b 7 ( E) ·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·___: 

Sierra Pacific Settlement Agreement 1026 final 

Final Audit Report 2022-10-27 

Created: 2022-10-27 

By: Shannon Mazepink (smazepink@themrlg.com) 

Status: Signed 

Transaction ID: [_·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-· b 7 {_E) ·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·__J 

"Sierra Pacific Settlement Agreement 1026 final" History 

Document created by Shannon Mazepink (smazepink@themrlg .com) 

2022-10-27 - 9:13:47 PM GMT-i b7(E) i l--·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·• 

Document emailed to jtonkinson@fdic.gov for signature 

2022-10-27-9:14:15 PM GMT 

Email viewed by jtonkinson@fdic.gov 

2022-10-27 - 9:15:26 PM GMTi b7(E) i •-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-· . 

Signer jtonkinson@fdic.gov entered name at signing as J.S. Tonkinson 

2022-10-27-9:16:18 PM GMTj b7(E) 1 

L---·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-) 

Document e-signed by J.S. Tonkinson Utonkinson@fdic.gov) 

Signature Date: 2022-10-27 - 9: 16:20 PM GMT - Time Source: server-[ b7(E) i 

'·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·~ 

Agreement completed. 

2022-10-27 - 9:16:20 PM GMT 

Adobe Acrobat Sign 
Envelope ld:i b7(E) i 

Subject: Compfe1e-wllfi"UocuSfgff·--srefr~fPacilf"c-SeftremerffAgreement 1026 final - signed.pdf 

Source Envelope: 

Document Pages: 9 

Certificate Pages: 4 

AutoNav: Enabled 

Envelopeld Stamping: Enabled 

Signatures: 1 

Initials: O 

Time Zone: (UTC-08:00) Pacific Time (US & Canada) 

Status: Original 

10/28/2022 12:26:08 PM 

James Coffrini 

Jimc@spmc.com 

CEO 

Holder: Shelly Howe 

shelly.howe@spmc.com 

.-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-. 

; i b6 ; i i i i i i i 

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Security Level: Email, Account Authentication 

(None) Signature Adoption: Drawn on Device 

Using IP Address: j__ __________ b7(E) _________ ___i 

Signed using mobile 

Electronic Record and Signature Disclosure: 

Acceoirui.Ji1!.28L2Q22.-12.:34:-11l.E'M. ________________ , 

ID: {.__ __________________________ b7(E) ·-·-·-·-·-·-·-·-·-·-·-·-·-·-! 

Status 

Status 

Status 

Status 

Envelope Sent Hashed/Encrypted 

Certified Delivered Security Checked 

Signing Complete Security Checked 

Completed Security Checked 

Status: Completed 

Envelope Originator: 

Shelly Howe 

1180 Iron Point Rd # 200 

Folsom, CA 95630 

shelly.howe@spmc.com 

DocuSign 

IP Address L_ _________ P._7-_@ _________ ___] 

Location: DocuSign 

Sent: 10/28/2022 12:28:35 PM 

Viewed: 10/28/2022 12:34:10 PM 

Signed: 10/28/2022 12:34:54 PM 

Timestamp 

111imestamp 

111imestamp 

111imestamp 

111imestamp 

111imestamps 

10/28/2022 12:28:35 PM 

10/28/2022 12:34:10 PM 

10/28/2022 12:34:54 PM 

10/28/2022 12:34:54 PM