Agreement and has conducted such inquiry as they deem necessary and advisable prior to
entering into this Settlement Agreement. The Parties enter inte this Settlement
Agreement understanding that facts or other circurnstances 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
unknown, undisclosed, different, or additional facts or other circumstances.

1.21 Approval, Authority, and Nonassignment. The Parties represent and
warrant to one another that the approval of this Settlement Agreement has been
undertaken 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.
Except as expressly stated in this Settlement Agreement, each Party warrants and
represents that it has not sold, assigned, granted or transferred to any other person,
corporate or natural, or to any entity, any claim, action, demand, or cause of action
released by this Settlement Agreement. The FDIC further warrants and represents to
PLAZA that it has retained, owns and/or has the rights to settle and release all repurchase
and indemnification claims relating to the LOANS.

1.22 Number. Whenever applicable, the singular shall include the plural, and
the plural shall include the singular.

123 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 Settlement Agreement by facsimile shall be valid and effective for all
purposes as an original signature, provided, however, that the original signature shall be
produced upon request.

1.24 Waiver. No term or condition of this Settlement Agreement shall be
deemed 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 stated therein, and the written waiver shall operate
only as to the specific term or condition waived, and not for the future or as to any other
act than that specifically waived.

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

1.26 Subsequent Agreements, The Parties agree that, upon the reasonable
request of the other Party, they shall execute, acknowledge, and deliver any additional
instruments or documents that may reasonably be required to carry out the intentions of
this Settlement Agreement, including such instruments as may be required by the laws of

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only to the extent required for professional advice from those sources and only after
securing a commitment from those professionals to maintain the confidentiality of this
Settlement Agreement, as required above, to the greatest extent possible considering the
purpose for which the terms of the Settlement Agreemant are needed by those
professionals.

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

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

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

4.16 Governing Law. The Parties agree to submit to the Courts of the City
and County of Los Angeles, Califomia, for any dispute arising out of this Settlement
Agreement, or related thereto, 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 California law.

1.17 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 entitled
to an award of reasonable attorney's fees and litigation expenses incurred in the
prosecution or defense of the action, including any appeal.

1.18 Severability. The Parties hereto agree that if any provision of this
Settlement Agreement is declared by any court to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby, and such illegal or
invalid part, term or provision shall be deemed not to be part of this Settlement
Agreement.

1.19 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 assigns.

1.20 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 of the Parties has consulted with legal counsel concerning this Settlement

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any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the
Parties as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

1.27 Entire Agreement, The Parties hereto further agree and promise that this
Settlement Agreement sets forth the entire agreement between and among the Parties 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 authorized representatives.

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 FDIC as Receiver of For: Plaza Hame Mortgage, Inc.
IndyMac Federal Bank, FSB fka
IndyMac Bank, FSB

By: |. By:

Name: Ree $ ll Name:

Title: Covuwse\ Title:

Date: _G - 30-2.0049 Date:

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(“Settlement Agreement”) is entered into and made effective as of thed @thday of June,
2009 (“Effective Date”), by and between the Federal Deposit Insurance Corporation as
Receiver of IndyMac Federal Bank, FSB fka IndyMac Bank, FSB (“FDIC”) and Plaza
Home Mortgage, Inc. (“PLAZA”). The FDIC and PLAZA may hereinafter be referred to
individually as a “Party” or collectively as the “Parties”. This Agreement is intended to
supercede the Agreement between the Parties dated January 4, 2008.

RECITALS

j.1 PLAZA sold and/or delivered mortgage loans to IndyMac Bank, FSB,
pursuant to various written agreements. A dispute has arisen between the Parties with
respect to outstanding demands for repurchase and/or indemnity. Specifically, IndyMac
Bank, FSB and IndyMac Federal Bank, FSB made demands to PLAZA for repurchase
and/or indemnification based upon a finding of a breach of the representations and
warranties as set forth in the written agreements.

12 Without admitting liability, the Parties desire to and have agreed to settle
all repurchase and indemnification claims relating to the mortgage loans sold directly by
PLAZA to IndyMac Bank, FSB (the “LOANS”) upon the terms and conditions
hereinafter set forth.

AGREEMENT

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

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

14 Payment of the Setflement Agreement. PLAZA shall pay the total sum
of $750,000 (seven hundred fifty thousand dollars) (the “Settlement Funds"). Payment
shall be made by no later than July 1, 2009, shali be made by wire transfer wire transfer
made payable to “Mortgage Recovery Law Group Trust Account,” Account Number:
—) RoutingNumber.[—--__ | Reference: Plaza Settlement.

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any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the
Parties as between themselves or others with respect te their rights and obligations
created by this Settlement Agreement.

1.27. Entire Agreement. The Parties hereto further agree and promise that this
Settlement Agreement sets forth the entire agreement between and among the Parties and
fully supersedes any and all prior negotiations, agreements or understandings made
between of among the Parties. This Settlement Agreement shall not be modified except
in a writing signed by the Parties or their authorized representatives.

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 FDIC as Receiver of For: Plaza Home Mortgage, Inc.
indyMac Federal Bank, FSB fka
IndyMac Bank, FSB (b)(6)
By: By: |
Name: Name: Mie bat! Font mae
Title: Title: Cheek Fisagers/ 2 Fftcer~

Date: Date: 6 -30-Leed

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1.5 Indemnification Deposit. The FDIC shall retain any indemnification
proceeds that were previously deposited by PLAZA to IndyMac Bank, FSB prior to the
execution of this Settlement Agreement.

RELEASE

16 Unknown Claims. Each Party acknowledges that this executed
setilement and release applies to ail 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 LOANS. Each Party hereby expressly waives application of California Civil
Code §1542 and any other similar statute or rule.

1.7 Each Party certifies that they have read and understoad the following
provisions of California Civil Code §1542, which states in pertinent part 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.”

1.8 Each Party understands and acknowledges that the 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 LOANS, the claims and causes of
action that were or could have been asserted relating to the LOANS, or any facts or
circumstances related to the repurchase of and/or indemnification of losses associated
with the LOANS, that Party will not be able to make any claim for those damages.
Furthermore, each acknowledges that they consciously intend these consequences even as
to claims for damages that may exist as of the date of this release but which that Party
does not know exists, and which, 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.

19 Each party hereby fully, finally, and forever release and discharge the
other Parties, and any and all of its respective past, present, and future affiliates,
employees, members, partners, joint venturers, independent contractors, attorneys,
insurers, investors, successors, assigns, representatives, officers, directors, shareholders,
independent contractors, predecessors, successors and assigns, and any corporation,
partnership or limited liability company which was or is at any time the parent or wholly
owned subsidiary of such entity, and any such corporation's, partnership's or limited
lability company’s officers, directors, and/or employees, or any corporation, partnership
or limited liability company which was or is an affiliate of such entity by virtue of

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common ownership or control, and any such corporation's, partnership's or limited
liability company’s, officers, directors, and/or employees of and from any and all actions,
causes of action, claims, demands, damages, debts, losses, cosis, expenses, attorney fees
or 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 LOANS, the claims and causes of action that were or could have been asserted
relating to the LOANS, or any facts or circumstances related to the repurchase of and/or
indemnification of losses associated with the LOANS, except that the FDIC retains any
and all actions, causes of action, claims, demands, damages, debts, losses, costs,
expenses, attorney fees or other liabilities of every kind and nature against THIRD
PARTIES (closing agents, settlement agents, title companies, insurance companies,
appraisers, appraisal companies, third party originators, or insurance companies for any
of the foregoing as herein collectively referred to as “THIRD PARTIES”) arising out of
or related to the LOANS.

1.10 Notwithstanding any other provision in this Settlement Agreement,
PLAZA immediately, exclusive, and irrevocably assigns to the FDIC any and all claims,
rights, title or interest to or 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 PLAZA has or may have against any THIRD PARTIES arising aut of or
related to the LOANS.

1.11 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
Setilement Agreement bad not been executed any action taken by any other federal
agency. In addition, this Settlement Agreement does not purport to waive, or intent to
waive, any claims which could be brought by the United States through either the
Department of Justice or the United States Attormey’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, e¢ seq., if appropriate.

1.12 Confidentiality. Except as authorized in this Settlement Agreement, the
Parties agree that neither they nor anyone acting on their behalf, including their
respective attorneys, will disclose to anyone any information relating to, in any way, the
contents or terms of this Settlement Agreement, the fact of this settlement, or any matters
pertaining to this settlement, including its negotiation, unless such disclosure is: (1)
lawfully required by any governmental agency; (2) otherwise required by law (including
legally required financial reporting or other disclosures); (3) necessary in any legal
proceeding or collection effort initiated by the FDIC to recover all or any portion of the
Settlement Funds; or (4) necessary in any legal proceeding to enforce any provision of
this Settlement Agreement. The Parties may disclose the terms of this Settlement
Agreement te their respective auditors, accountants, tax advisors, and legal counsel, but

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