APPROVED AS TO FORM:

_ HERSHORIN & HENRY LLP

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THE AMIN LAW GROUP, LTD,

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ISMAIL AMIN
RUBINA ANDONIAN
Attorneys fbr Defendant,
Michael Milad Tanha

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SETTLEMENT AGREEMENT AND MUTUAL RELRASE


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the entire agreement of the Pasties. This Agreement may only be modified in & weiting signed by
all the Parties. This Agsecmont shall be interpreted in accordance with the plain mesaing of ite
tears and not strictly for or agninst any of the Patios to this Agreement.

83 The provisions of this Agreement are contrackual and aot mere recltals.
‘The Agreement shall he considered severable, such that if any provision or part of the Agreement
is ever hold invalid under any law of ruling, that provislon or part of the Agreement shall remain
in force and effect to the extent allowed by law, and all othor provisions or parts shall remain in
full fore and effect,

$4 — Thiy Agreement mey be executed in counterparts and shall be effeetlve on
the date first executed by any one of the Parties hereto If so executed in counterparts (the
“offective date"). Any signature obtained by facsimile or e-mail shall be as valid ay an origina)
signature. An autbenticated copy of thls Agreement can be used for any purpose for which the
original may bo used.

paren: _4/23/ ¢. By,

MICHAEL MILAD TANHA,

i } .
DATED: Z 4 ul fe FEDERAL DEPOSIT INSURANCE

CORPORATION, as Receiver for Downey Savings
& Loan Assoc, FA. :

By:

are} LATTA OVERR LS

Title: Soko Actinenay

if

Me

Mt

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SEITLEMENT AGREEMENT AND MUTUAL RELEASE

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SETTLEMENT AGREEMENT AND
MUTUAL RELEASE

L EARTIES: The parties to this Settlement Agreement (“Agreement”) are Plaintiff?
FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for Downey Savings & Loan
Association, F.A. (“PDIC-R"), Defendant broker MICHAEL MILAD TANHA, C'Tanha”). The
FDIC-R and Tanha are sometimes herein collectively referred to as the “Parties,” and

individually as “Party.”

2, RECITALS: This Agreement ig made with reference to the following fits:
2.1 Certain claims arose between the Parties conceming a residential loan that
was made by Downey-to-borreweg tre “Loan”,
22 ‘The Loan was secured by a trust deed on real property then owned by

application. Tanha is alleged to have been the licensed broker working with Reliance Bay
Fanding at the time, who is alleged to have submitted to Downey the Loan application.

2.3 The Low was approved and funded by Downey and subsequently
defiulted. Following foreclosure sales, the property securing the Loan reverted to Downey,
resulting in an alleged Joss to the thrift of approximately $492,922,

24 In Novamber 2008, the FDIC-R was appointed the Receiver over alf of
Downey's assets and livbilities, Among the assete the EDIC-R is charged with trying to recover
upon is the loss relating te the Loans (“Claims”).

25 The Claims subsequently became the subject of « Complaint
(‘Complaint’) entitled FDICR v. Zabi Tokhl, an individual doing businass as Reliance bay
Finding, ot al, Case No. SACV 11-01571 CIC {RNBx), filed by the FDIC-R in the United
States District Court for the Centeal District of California, Western Division CAction”),

2.6 — Tanha filed a Motion to Dismiss in response to the FDIC-R’s Complaint
and is represented by legal counsel,

2.7 By this Agreement the Parties hereto intend to settle and dispose of, fully
and completely, any and all claime, demands, causes of action, obligations, damages, and
Kabilitios that arise out of or relate to the Action and ths Claims alleged therein by the FDIC-R
against Tanha,

2.9 The Federal Deposit Insurance Corporation in its separate corporate
capacity as the insurer of deposita and bank regulator, and sli other federal agencies of the
United Stotes of America, are not partiés to this Agreement and are not bound in any manner to
its terms und conditions. The FDIC-R enters into this Agreoment solely in its limited capacity as
the appointed Receiver of Downey Savings & Loan Association, F.A., and no other reecivership

Reliance Bay Punding was the mortgage broker that submitted to Downsy the|_~-Jioun ~

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SETTLEMENT AGREEMENT AND MUTUAL RELEA SH

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now existing, previously oxisting ot hereafter appointed.

3. NO ADMISSION RE MERITS OF CLAIMS: The Parties agree that nothing in
this Agreernent, and no performance ander this Agreement, shall be construed as an admission
by any Party of the vslidity or Invalidity of the Claims alleged in the Action; and, the Parties
agree thet this Agreement is entered into solely for the parpose of convenience and to
compromise the disputed Claints the PDIC-R, has allegad in the Action.

4, SETTLEMENT TERMS: The Partles agree to the following settlement terms:
in exchange for Tanha’s execution of this Agreement, the FDIC-R will dismiss the Action with
prqjudice pursuant to stipulation of counsel, within five (5) business days of the execution of this
Agreement by the Parties, Except as provided for herein, the Parties are to each bear their own
respective attomey's fees and costs incurred in the Action and with respect to the drafting and

_ completion of this Agreement.

oe IAL. Ww RK AV. CO 42:

S.f In considecation of the Settlement terms as set forth in Paragraph 4 shove,
and all other promises, covenants and consideration provided for herein, the Parties agree that,
except af to such rights or claims as may bs created by this Agreement, they hereby covanant not
to sue cach other ever again on the Claims and the Parties acknowledge full and complete
satisfaction of, and hereby release, remise, and forever discharge each other, including their
respective insurers, officers, ditectors, affiliated companies, agents, servanws, representatives,
spouse, heirs, successors or predecessors in interest, assignees, attomeys, employees and
contractors from any and all the Claims, demands, counts, obligations, agreements, damages,
Habilitica, losses, costs and expenses of any kind, In Jaw or in equity, whether known or
unknown, that either Party now holds, ox has ever held ageinst the other, or may hold ip the
Future, that azise out of or are in any way connected with, the Claims alleged in the Action,

5-2 This Agreement shall be binding on the Parties and on thelr respective
officers, directors, affilated companies, agents, servants, representatives, epouses, heirs,
Suecestors Or predecessors in interest, axsignees, attorneys, employees and wontractors and shall
inure to the benefit of the Parties, and each of them.

5.3 Plaintiff and the Dafendants specifically intend that the release contained

‘tn this Agraoment shall bar sll released claims, including those which ate currently unknown to

them. The Parties understand and accept the risk that they may later discover a claim
encompassed, by the Release in this Agreement which they did aot know or suspect to exist, or
whieh they could not have known or suspsot fo exist. The Parties hereby specifically waive the
protection of Civil Code section 1542 which reada as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN BIS OR

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

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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.

‘The foregoing waiver is expressly limited to the claime held by the Plaintiff, Federal Deposit
Insurance Corporation as Recelver for Downey Savings and Loan Association, F.A, and no
other receivership, rior to the Federal Deposit Insurance Corporation in ite separate sorpornts
capacity, 34 more particularly set for in paragraph 2.9 above,

6 ATTORNEYS’ FEES: In the event any action is brought to enforce or interpret
this Agreement, the prevailing party shall be entidled to an award of reasonable atiomeys” fees in
addition to any other relief to which the prevailing party may be entitled.

7 REPRESENTATIONS AND WARRANTIES: The Partles represent, warrant,
and agree as follows;

7 The PDIC-R is the lawfully appointed Receiver for Downey and has
suoceeded to and now holds each of the Claims that are the subject of the Action and this
Agteoment, The PDIC-R has thé authority to enter into this compromise and settlement of the
Claims ag the Reasiver of Downey.

72 Bach of the Parties hes received or had the opportunity to seek their own

independent legal advice with respect t the advisability of executing this Agreement, The
Parties acknowledge that they have executed this Agreement without fraud, duress, or undue
influence. The Parties affiem that they bave read thls Agreement and understand the contents
hergof,

73° No Party, nor any agent or attorney of any Party, hag made any staternent,
representation, or promise to any other Panty regarding any faots which the Party has then relied
upon in entering inte this Agreement, and the Parties here cach affitm that they have not relied
Upon any statement, representation or promise by aty other Party, or of any agent or attorney for
another Party, in exeouting this Agreement, or in making the aettlement provided for herein,
except as is expressly represented or promised In this Agreement,

74 None of the Parties have heretofore assigned, transferred, or granted, or

purported to assign, transfer, or grant, any of the Claims that are alleged in the Action.

7.5 Bach Party agrees to execute any additional documenta aq reasonably
convenient, necessary or desirable to carry out the provisions of this Agreement,

8 MISCELLANEOUS:

81 This Agreement shell be deemcd to have beon executed and delivered
within the State of California, and the tights and obligations of the Parties hereto shaft be
sonsirued and enforced in accordance with, and Soverned by, the laws of the State of California.

$2 This Agreement constitutes a single, integrated written contract expressing

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