WESTSTAR fails to cure the default within five (5) business days, INDYMAC shall
retain all consideration it received, and it may, in its sole discretion, seek to file the
Stipulation and enter the Judgment (Pursuant te Stipulation) and enforce said Judgment
against WESTSTAR less any consideration already received by INDYMAC pursuant to
the settlement. The Stipulation may be filed and the judgment may be entered by ex
parte application (without testimony or trial and WESTSTAR further waives the right to
a court and/or jury trial) with written notice given to WESTSTAR by facsimile or
telephonic notice given at the facsimile and phone number listed above. The amount
actually received by INDYMAC shall be deducted from the amount of the Judgment
{Pursuant to Stipulation).

28 Within ten (10) business days of INDYMAC'’s counsel's receipt of the
fully executed Settlement Agreement and Stipulation for Entry of Judgment and after
receipt by INDYMAC of the first payment due, INDYMAC’s counsel shall file a request
for dismissal of the entire Action, with prejudice, sabject to the court specifically
agreeing to retain jurisdiction to enforce the Settlement Agreement and enter the
Stipulation for Entry of Judgment and Judgment.

2.9 Each party agrees that Section 664.6 of the Code of Civil Procedure of the
State of Califoria shall apply to this Settlement Agreement and that the court shall retain
jurisdiction over the parties to enforce this Settlement Agreement and the Stipulation for
Entry and the Judgment (Pursuant to Stipulation),

2.10 The parties shall bear their own costs and attorneys’ fees.
3 RELEASE

3.1 Except for the rights, duties, and obligations set forth in this Settlement
Agreement, Stipulation for Entry of Judgment and Judgment, the Parties each hereby
fully, finally, and forever release and discharge the other Party, and any and all of its
respective past, present, and future affiliates, employees, members, partners, joint
yenturers. attorneys, insurers, investors, representatives, officers, directors, shareholders,
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 liability 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 common ownership or control, and
any such corporation’s, partnership's or limited liability company's, officers, directors,
employees and/or agents of and from any and all actions, causes of action, claims,
demands, damages, debts, losses, costs, 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 RELEASED
LOANS, The Parties further acknowledge and agree that neither Party will take any
action or assert any claims or demands against the other Party with any federal, state,
municipal, or other governmental agency or court relating to the RELEASED LOANS.

FASIO61 SETTLEMENT AGREEMENT 3662-060
Page 5 of 10
DWT 12488798v3 6087 147-000001


date wef fork Ar the opcuing mauaxayh oF Bais Ser

DATED: Morn $2009

DATED: March |

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DATEL: Merch £7, 2059

DATED: Ma

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

5. Confidentiality. 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, of 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 to enforce any provision of this Settlement Agreement; or (4) requested
by an investor, insurer, or lender. The Parties may disclose the terms of this Settlement
Agreement to their respective auditors, accountants, tax advisors, and legal counsel, but
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 Agreement are needed by those
professionals.

6. 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.

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

8. Governing Law, The Parties agree to submit to the Courts of the City and
County of Los Angeles, California, for any dispute arising out of this Settlement
Agreement, Stipulation and Judgment, 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.

9. Attorneys Fees, Should any action be commenced to enforce, interpret, or seek
damages, injunctive relief, or specific performance for violation of this Settlement
Agreement and Stipulation and Judgment, the prevailing party shall, in addition fo any
other available relief, be entitled to an award of reasonable attommey's fees and litigation
expenses incurred in the prosecution or defense of the action, including any appeal.

Tist66.t SETTLEMENT AGREEMENT 5662-060
Page 7 of 16
DWT 12488798v3 0087 147-000001


3.2. Unknown Claims. Each Party acknowledges and agrees that the release
they give to the other Party upon executing this Settlement Agreement applies to all
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 or in conjunction with the
RELEASED LOANS, and each Party hereby expressly waives application of any
applicable state statute, including but not limited to California Civil Code section 1542.

3.3 Each Party certifies that they have read and understood the following
provisions of California Civil Cade section 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 ime of executing the release, which if known by him or
her must have materially affected fis or her settlement with
the debtor."

This release is expressly limited to the RELEASED LOANS. Claims related to any and
all loans purchased by INDYMAC on or after November 16, 2006, are not released,
except as expressly set forth herein.

34 Each Party understands and acknowledges that the significance and
consequence of its waiver of California Civil Code section 1542 is that even if either
Party should eventually suffer additional damages arising from or in conjunction with the
RELEASED LOANS or any facts or circumstances related to the RELEASED 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 relating to the RELEASED LOANS,
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.

3.5 In addition to the release described above. INDYMAC further expressly
waives and releases all claims that might exist as to any loan sold by WESTSTAR to
INDYMAC (regardless of the date of sale) on the basis that the loan(s) is an Early
Payment Default as defined in the Purchase Agreement.

3.6 INDYMAC has provided to WESTSTAR a list of the loans sold to it by
WESTSTAR after November 15, 2006, setting forth IndyMac’s current knowledge
tegarding the status of these loans. INDYMAC represents to WESTAR that all loans
with known claims for repurchase or other relief against WESTSTAR have been included
in the RELEASED LOANS. INDYMAC further represents that it is presently unaware
of any potential claims for repurchase or other relief against WESTAR in the
REMAINING LOANS, however it has not audited all REMAINING LOANS and canmot
represent that such claims do not exist.

TSi661 SETTLEMENT AGREEMENT 3662-060

Page 6 of 10
DWT 12488798v3 0087 147-48KKIGT


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.

17, —_ Headings. The headings of paragraphs herein are intended solely for the
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

18. 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 and Stipulation for Entry of Judgment, including such instruments
as may be required by the laws of 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 and Stipulation for
Entry of Judgment.

19. Entire Agreement, The Parties hereto further agree and promise that this
Settlement Agreement and Stipulation for Entry of Judgment 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
pertaining to the SUBJECT LOANS. This agreement shall not be modified except ina
writing signed by the Parties or their authorized representatives.

[Remainder of page intentionaily left blank. ]

7151661 SETSLEMENT AGREEMENT 5662-060
Page 9 of 18
DWT 12488798v3 0087 147-000001


(b)(4),(b)
(6(4).)
6
{Bcancb)
(6)(4),(b)
(6)
(b)(4),(b)
(6)(4).(b)

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (Settlement Agreement”) is entered into
and mnade effective as of the (5th day of January, 2009 (“Effective Date”), by and
between the Federal Deposit Insurance Corporation, as conservator of IndyMac Federal
Bank, F.S.B.' (hereinafter "INDYMAC"”) and Weststar Mortgage, Inc. (hereinafter
“WESTSTAR"). INDYMAC and WESTSTAR may hereinafter be referred to
individually as a "Party" or collectively as the "Parties",

1. RECITALS

1.1 On or about September 14, 2005, INDYMAC and WESTSTAR entered
into a business relationship governed by a written Mortgage and Loan Purchase and
Interim Servicing Agreement (hereinafter collectively “Purchase Agreement").

12 On or about February 13, 2008, INDYMAC filed a lawsuit entitled
INDYMAC BANK, PSB v, WESTSTAR MORTGAGE, INC.. Case No. CV-08-00748 GPS
(FMOx) (hereinafter "Action" arising out of WESTSTAR’s alleged breach of the
Purchase Agreement arising out of the following loans which WESTSTAR sold to
INDYMAC:

jammount:_ $151,200.00 -
Chesapeake, VA 23324, Loan. No.|

amount: $348,000.00 Miamiy FE

33126, Loan.No|

mount: $332,000.00 +

Springfield, VA 22152, Loan Nof

{Bcay.cb)

(6}4),(0)
6)

amount: $485,600.00 Washington;

D.C. 20007, Loan No

On July 11, 2008, pursuant to Order No. 2008-24, issued by the Office of Thrift
Supervision plaintiff INDYMAC BANK, F.S.B., of Pasadena, California COLD
INDYMAC’”) was closed and the FEDERAL DEPOSIT INSURANCE CORPORATION
("FDIC") was appointed as receiver. The Office of Thrift Supervision, in conjunction
with the closing of OLD INDYMAC, approved the organization of a newly chartered
full-service FDIC-insured institution known as INDYMAC FEDERAL BANK, F.S.B.
CNEW INDYMAC"). The FDIC was appointed as conservator for NEW INDYMAC
pursuant to 12 U.S.C. § 1821(d\(2\(B). The FDIC was appointed as conservator for
NEW INDYMAC pursuant to 12 U.S.C. $ 1821(d)(2)(B) and substantially all of the
assets of OLD INDYMAC were transferred to NEW INDYMAC. As conservator, the
FDIC now stands in the shoes of NEW INDYMAC to perform functions of the institution
in the name of the institution, including but not limited to, this action.

TASIG6.4 SETTLEMENT AGREEMENT 5662-068
Page 1 of 10
DWT 124887983 0087 147-000001

(b)(4).(b)
(6)

(b)(4).(b)
(6)

(b)(4).(b)
(6)

(b)(4).(b)
(6)


(b)(6)
(b)(6)

(b)(6)

(b)(6)

IN WITNESS WHEREOPF, and intending to be legally bound hereby, the Parties
have executed this Settlement Agreement and Stipulation for Entry of Judgment as of the
date set forth in the opening paragraph of this Settlement Agreement.

DATED: February ___, 2009

DATED: Eeburary-——. 2009

“lawl 3

Approved as to form:

DATED: Feburary ___, 2009

vel
oaren 0 2009.

WESTSTAR MORTGAGE, INC.

By:

Walter Jones

Type/Print Name and Title

INDYMAC FEDERAL BANK. FSB, FDIC, as
conservator

(b)(6)

By:

Ignacio Gomez
Vice President

DAVIS, WRIGHT TREMAINE LLP

By:

John R. Tate

Attorneys for Defendant,
WESTSTAR MORTGAGE, INC,

AN- ERSON, McPHARLIN & CONNERS LLP.

Wanessa H. Widener - 6)

TASIGE.L

DWT £2488796v3 0987 147-000001

A for Plaintiff,
FDIC as conservator for INDYMAC FEDERAL
BANK, FSB ,

SETTLEMENT AGREEMENT 5662-060

Page 10 of 10


10. 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.

ll. Binding Effect. This Settlement Agreement and Stipulation for Entry of
Judgment and Judgment (Pursuant to Stipulation) shail be binding upon and inure to the
benefit of the Parties and their respective heirs, personal representatives, successors, and
assigns.

12. 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
Agreement and has conducted such inquiry as they deem necessary and advisable prior to
entering into this Settlement Agreement. The Parties enter into this Settlement
Agreement understanding that facts or other circumstances 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.

13. Approval, Authority, and Nonassignment, The Parties represent and warrant to
one another that the approval of this Settlement Agreement and Stipulation for Entry of
Judgment has been undertaken in a proper and lawful manner and that they have the
tequisite power and authority to enter into and to perform their obligations under this
Settlement Agreement. including the foregoing release as to all of the RELEASED
LOANS and those claims released as to all of the REMAINING LOANS, and further
warrant and represent that they have 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, or that in the event of such sale,
assignment, or transfer each retains full authority to compromise the RELEASED AND
REMAINING LOANS and claims as provided for herein on behalf of the current owner,
assignee, or transferee.

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

15.  Counterparts/Execution. This Settlement Agreement and Stipulation for Entry
of Judgment may be executed in one or more counterparts, all of which shall form a
single agreement. A Party's signature on this Settlement Agreement and Stipulation for
Entry Judgment by facsimile or e-mail shall be valid and effective for all purposes as an
original signature, provided, however, that the original signatare shall be produced upon
request.

16. 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

T1SI66.A SETTLEMENT AGREEMENT 5662-080
Page 8 of 10
DVT 124887983 0087147-000001


(b)(4)
(b)(4)

(b)(6)
(b)(6)

(6x6)

2.2 Payment to INDYMAC, Payment of Two Hundred Seventy Five
Thousand Dollars and no cents ($275,000.00) shall be paid by WESTSTAR to
INDYMAC. The settlement payment shall be paid as follows: $11,458.33 per month
commencing March §, 2009, and continuing on the fifth of each month until paid in full.
The monthly payments shall be made by wire transfer to INDYMAC FEDERAL BANK,
FSB, as set forth herein.

IndyMac Bank FSB

Legal Settlement

ABA/Routing!

Account-Number: ee |

Reference: Weststar

2.3 Concurrently with the signing and delivery of this Settlement Agreement,
WESTSTAR shall provide INDYMAC with its current financial statement.

24 Concurrently with the signing and delivery of this Seitlement Agreement,
WESTSTAR shall execute a Stipulation for the court to retain jurisdiction to enforce the
Settlement Agreement and Stipulation for Entry of Judgment (discussed below).

25 Concurrently with the signing and delivery of this Settlement Agreement,
WESTSTAR shall execute a Stipulation for Entry of Judgment in the amount of
$275,000.00, in the form attached hereto as Exhibit 1. The Sdpulation for Entry of
Judgment incorporates by reference the Judgment (Pursuant to Stipulation), attached to
the Stipulation as Exhibit A. Both the Stipulation and Judgment are incorporated by
reference herein and their terms made a part of this Settlement Agreement. The
Stipulation and Judgment (Pursuant to Stipulation) shall not be filed or entered so long as
WESTSTAR performs under the terms of this Settlement Agreement as set forth in
patagraph 2.2 above. Entry of the Judgment in accordance with the terms of the
Stipulation, and enforcement of said Judgment, shall be INDYMAC’s sole recourse in the
event of a default by WESTSTAR in making the payments called for herein.

2.6 In the event WESTSTAR defaults by failing to make a timely payment to
INDYMAC as set forth in paragraphs 2.2 above, INDYMAC shall give written notice via
mail or facsimile of the default and notice of intent to file the Stipulation and enter
Judgment (Pursuant to Stipulation) to WESTSTAR at: John R. Tate, Esq., Davis Wright
Tremaine LLP, 865 South Figueroa Street, Suite 2400, Los Angeles, California 90017-
2566, direct phone); (213) 633-6800 (main phone); (213) 633-6899
(fax); and Deborah D. Piland, Esq., Deborah D. Piland, PLLC, 602
South King Street, Suite 200, Leesburg, Virginia 20175; (571) 223-0923 (phone); (571)
333.4935.(faxysl Kcelts|

2.7 WESTSTAR shall have five (5) business days from the date the notice of
intent to file the Stipulation and enter Judgment is served to cure the default. If

SWOT SETTLEMENT AGREEMENT 3662-060

Page 4 of 10
DWT 124887083 0087 147-080001


(b)(4).(0) amount: $288,000.00 4 Woodbridge:
(80.00), va 20 hear Nol
6
fe amount: -$328,000~ Manassas, VA 20109,
(4,0), Lean Naf and
Bha.w) amount: $388,000.00 + Stafford: VA-22554;
(63¢4),(b)___..Loan. No.
(6)
13. INDYMAC claims that WESTSTAR breached its duty owed to
INDYMAC and breached certain representations and warranties contained in the
Purchase Agreement with respect to the above-referenced loans hereinafter referred to as
the "LOANS".
14. WESTSTAR disputes INDYMAC’s claims relating to the LOANS.
15 The Parties desire and have agreed to the following disposition of existing
and potential claims arising from or related to the loans sold by WESTSTAR to
INDYMAC:

(a) The RELEASED LOANS: Claims related to the following loans
are to be released pursuant to the provisions of paragraph 3 hereinbelow: (1} the LOANS
at issue in the Action, (2) all loans sold by WESTSTAR to INDYMAC on or before
November 15, 2006, and (3) the loans listed below:

(0)¢4).(b)_
(6) ~

{b) The REMAINING LOANS: While all clairns relating to loans
sold by WESTSTAR to INDYMAC after Noveniber 15, 2006, are not being released,
certain types of claims relating to early payment defaults are being waived pursuant to
paragraph 3.5 hereinbelow and certain representations are being made by INDYMAC
regarding its knowledge of potential claims as set forth in paragraph 3.6 hereinbelow.

2. AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and fer 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:

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

TASI661 SETTLEMENT AGREEMENT 5662-060
Page 3 of 16
DWT 12489708v3 5087 147-000001

(b)(4).(b)
(6)

(b)(4).(b)
(6)


(b)(4).(0)
(Bia.
{6}

B}CA).(b)
(6)(4).(b)
(6)

(b)(4).(b)
(6)(4).(b)
(6)

(b}C4).(b)
(64).
(64.0)
(Bay.

(4).(b)
(4).(b)

4).(b)
(4).(b)
{}

BiC4).(b)
(6)(4).(6)
6)

(0)(4).(b)
(84.069
(6)

(0)(4),(b)
Barc
Beno)

(6)(4).)
3)

amount: $273,600.00 -| Odenton; MB BO)
21113, LoanNo, (6)
amount: $208,000.00 Davenport; FL (b)(4).(b)
33837,.LoanNe- (6)
amount: $448,000.00 ~] ‘ulpeper; (b)(4).(b)
VA 22701,Loan-No- (6)
amount: $480,000.00 — feesion, VA (by(4).)
20191, Loan No] (6)
amount: $220,640.00 ~ (b)(4).(b)
Dumfries. VA 22026, Loan-No, (6)
amount: $391,920.00 Yorktown: VA: (b)(4),(b)
23693, Loan NG (6)
amount: 299,200.00 -+ LArlington; T: (bY4).(0)
76016, Loan Nol (6)
amount: $208,900.00 4 hesapeake: VA (b)(4).(b)
23320, Loan.No, (6)
amount: $196,000.00 + IHousten, TX. (b)(4),(b)
77084, Loan No]. (6)
amount: $111,120.00 Altamonte (b)(4),(b)
Springs. FU 3270T,-Loan-No. (6)
lamount: $284,000.00 Woodbridge; (b)(4),(b)
VA 22792, Loan No. (6)
amount: $248,000.00 4 Manassas;VA (b)(4),(b)
20109,..Loan No.} (6)
amount: $109,520.00 4 Williamston, (b)(4),(b)
SC.29697,-Lean Noy (6)
mount: $167,120.00 Monroe NG (by(4).(b)
28110, Lean-No] (6)
lamount:- $428,000.00 —| Centreville, VA
20120, Loan No]
amount: $546,900.00 -| Williamsburg; (b)(4).)
VA 23185,-Loat Nof (6)
S164 SETTLEMENT AGREEMENT 5662.060

DWT [248870803 0087 147-0000 1

Page 2 of 10