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of any documents necessary to conclude the Action and to otherwise perform the terms of this
Agreement.
SECTION V: Other Matters

A. No Admission of Liability. The undersigned 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. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the Parties and all such counterparts when so executed shall together constitute
the final Agreement, as if one document had been signed by all Parties; and each such
counterpart, upon execution and delivery, shall be deemed a complete original, binding the
Parties subscribed thereto upon the execution by all Parties to this Agreement.

G. Choice of Law. This Agreement shall be interpreted, construed and enforced
according to applicable federal law, or in its absence, the laws of the State of New York, without
regard to its choice of law provisions.

D. Notices. Any notices required hereunder shall be sent by registered mail, first

class, return receipt requested, and by email, to the following:

If to the FFSFC: Paul Levin; Mortgage Recovery Law Group, 700 N. Brand Blvd.,

Suite 830, Glendale, CA 91203; Telephone: (818) 630-7900; Email:

If to the Settling Party: James Walsh; London Fischer LLP, 59 pe cell

New York 10038; Telephone (212) 972-1000; Email:| ]

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

agreement and understanding between and among the undersigned 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

pui2asiz6. [518675/1] 5



Page 4

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 the 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 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, the FFSFC 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: 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
undersigned Parties and their respective heirs, executors, trustees, administrators, representatives,
successors and assigns.

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 IV: 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,

{N1235126.1 | [518675/1] 4


Page 6

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

Ri 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 undersigned Parties acknowledge that this Agreement
shall not be confidential and will be disclosed pursuant to the 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.

FINANCIAL FREEDOM SENIOR FUNDING i)
CORPORATION

Date:_2//5/2019 BY:
TITLE: Counse |

PRINTNAME: Joww V- Ch veer

\(b)(6)
CERTAIN UNDERWRITERS AT LLOYD’S OF
LONDON
Date: ra l 2 0) 1) BY:
mu: CLAMS MAWAG OL

print NAME: (CHA NATES 7

(991235126. [518675/1] 6


Page 1

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made by, between, and among
the following undersigned parties:

Financial Freedom Senior Funding Corporation (“FFSFC”); and Certain Underwriters at
Lloyd’s of London (the “Settling Party”) (individually, the FFSFC and the Settling Party may be
referred to herein as “Party” and collectively as the “Parties”).

RECITALS
WHEREAS:

Prior to July 11, 2008, IndyMac Bank, F.S.B. (the “Bank”) was a depository institution
organized and existing under the laws of the United States;

FFSFC was a wholly owned subsidiary of the Bank;

On July 11, 2008, the Office of Thrift Supervision closed the Bank and pursuant to 12
U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed Receiver.

FFSFC brought suit against, inter alia, the Settling Party’s alleged insured, Robert
Fonte, in the United States District Court for the Eastern District of New York in Financial
Freedom Senior Funding Corp. v. Robert Fonte, et al., Case No. 07-cv-3591 (the “Action”), and
the Settling Party denied coverage;

On or about February 15, 2013, the Settling Party’s insured became obligated to pay
Financial Freedom Funding Corporation $395,000 pursuant to a settlement agreement
terminating the Action against him and assigning his claims against the Settling Party.

FFSFC subsequently demanded the Settling Party pay its alleged insured’s $395,000
Judgment, and the Settling Party denied coverage or liability for any monies owed on behalf of
its insured. (hereinafter referred to as the “Dispute”)

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

avoid the uncertainty and expense of litigation.

1N1235126.1 }


Page 2

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency of which consideration is hereby acknowledged, the
undersigned Parties agree, each with the other, as follows:

SECTION I: Payment to FFSFC

A. As an essential covenant and condition to this Agreement, the Settling Party
agrees to pay the FFSFC the sum of seventy-five thousand dollars ($75,000.00) (“the Settlement
Payment”), to be paid on or before seventy-five (75) calendar days following the date the FFSFC
executes this Agreement and the Settling Party’s counsel receives the executed Agreement.

B. The Settling Party shall deliver the Settlement Payment to the FFSFC by certified
or cashier’s check drawn upon a depository institution acceptable to FFSFC and deliverable to
Eric Weinstein, counsel of record for FFSFC.

c. If the FFSFC does not receive the Settlement Payment in full on or before the
dates determined by subsection A above, the FFSFC, in its sole discretion, shall have the right at
any time prior to receipt of the Settlement Payment in full (including all accrued interest) to:

1. Extend the period of time for the Settlement Payment, including interest
accruing from the dates determined by subsection A above, through the date of payment at a rate
calculated in accordance with 26 U.S.C. § 6621(a)(2); or

2. Enforce this Agreement, in which event the Settling Party agrees to
jurisdiction in United States District Court for the Eastern District of New York and to pay all of
the FFSFC’s reasonable attorney’s fees and costs expended in enforcing the terms of this
Agreement; or

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

Any extension of time under Section I.C.1 for delivery of the Settlement Payment or
acceptance of a portion of the Settlement Payment shall not prejudice the FFSFC’s rights to take
any of the actions set forth in Section I.C.2 through I.C.3 at any time prior to receipt of

Settlement Payment (including all accrued interest) in full.

(NI235126.1 } [518675/1] 2


Page 3

SECTION II: Releases

A. The FFSFC’s Releases.

Upon receipt of the Settlement Payment in full and except as provided in Section IIL.C,
the FFSFC and its successors and assigns, hereby releases and discharges the Settling Party and
its heirs, executors, trustees, administrators, representatives, successors, and assigns, from any
and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect,
in law or in equity, the FFSFC, that arise from the Dispute or any claims that were asserted or
could have been asserted by Fonte or related to the Dispute.

B. The Settling Party’s Releases.

Effective simultaneously with the release granted in Section III.A. above, the Settling
Party, on behalf of itself and its heirs, executors, trustees, administrators, representatives,
successors, and assigns, hereby releases and discharges the FFSFC, and their employees,
officers, directors, representatives, 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, that arise from any claims that were asserted or could have been asserted in the Dispute.

C. Exceptions from Releases by FFSFC.

1. Notwithstanding any other provision of this Agreement, the FFSFC 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 the Settling Party 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 FFSFC, the Bank, other financial institutions, or any other person or
entity, including without limitation any such claims acquired by FFSFC as successor in interest
to the Bank or any person or entity other than Bank; and

b. Against any person or entity not expressly released by the FFSFC

in this Agreement.

{N1235126.1 } [518675/1] 3