1.21 Counterparts/Exeeution. This Settlement Agroement may be execute
in onc or more counterparts, all of which shail 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

1.22 Waiver. No term or condition of this Setilement Agreement shall be
deemed io have been waived, nor shall there be an estoppel against the cnlurcement of
any provision of this Settlement Agreement, except by written instrumenis :
Party charged with the waiver or esiappel No written Ww iy shall be decn
conlinuing waiver unless specifics
only as to the specific term or condition wal ved. and not for the future rr
act than that specifically waived.

iw any other

123 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.

1.24 Subsequent Agreements. The Partics agree that, upon the
request of the other Party, they shall execute, acknowledge. and deliver at
instruments or documents that may reasonably be required to carry out the inientions oi
this Setdement Agrcement, including such instruments as nay be 1 red by the laws af
any jurisdiction, now in effect or bereinaller enacted, that m zits of the
Parties as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

additional

1.25 Entire Agreement. The Partics hereto further agree and promlise thai this
Settlement Agreement sets forth the cntive agreement between and amony the Parties and
fully supersedes any and all prior negotiations. agreements or undersiandiogs made
between or among the Parties. This Settlement Agreement shall not be modified except
in a writing signed by the Parties or their authorized represemtatives.

IN WITNESS WHEREOF, and intending fo be legally bound hereby.
have executed this Setilement Agreement as of the date set forth in the opening pa
of this Settlement Agreement.

SETHLBMBN TE AGREEMENT & MUEUAL RELEASE
Page Sof


1.13 Ne Admission. |! is agreed that no Party hereto admits liability or
wrongdoing of any nature. and thai this Settlement Agreement is made as a ce
of disputed claims.

onise

144 Fair Meaning. ‘The Parties hereto further agree that the languz
parts of this Settlement Agreement shall in all cases be construc as a whole, aceording to
its fair meaning, and not strictly for or against any Party.

LIS Governing Law. The Parties agree to submit to the Courts of the City
and County of Los Angeles, Californi rany dispute arising out of this Settement
Agreement, or related thereto. and consent to the jurisdiction of said Courts and furiher
agree that any and all matters of dispute shall be adjudicated, governed and controlled
under California law.

146 © Attorneys’ Fees. Should any action be commenced to enloree. Inlerpret.
or seek damages, injunctive relief, or specific performance for violation of this Settlement
Agreement, ihe prevailing party shall. in addition to any other available relief. 5:
to an award of reasonable attorney's fees and liligation expenses incurred fa ihe
prosecution or defense of the activa, inchuling any appeal.

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

1.48 Binding Effect. This Settlement Agreement shall be binding upon and
inure 10 the benelit of the Parties and their respective heirs, personal representatives.
successors, and assigns.

119 Review and Understanding. The Parties have entered into this
Settlement Agreement voluntarily. having fully read and fully understanding she meaning
and effect of all of iis terms and provisions, and fully understanding its and their costs
and risks, Each Party has consulted with legal counsel conceming {his Setilement
Agreement and has conducted such inquiry as they deem necessary and advisable prior ie
entering into this Seulement Agreement. The Parties enter into this Setiloment
Agreement understanding that facis or other circurnstanves may exist which are prescally
unknown or undisclosed, or which arc different from or other than those whieh they
believe to be the case. and the Partics voluntarily assume all risks attendant 2 such
unknown, undisclosed, different, or additional fucts or other circumstances.

1.26 Number. Whenever applicable. the singular shall include the plural. and
the plural shall include the singular.

SET PLEMENT AGREVMENT & MUPUAL 1
Page dala



For: Federal Deposit Insurance For: Sterling National Martgage
Corporation as Receiver for Company, Inc.
lndy Mae Bank, ESB ©)6)

()(6)

By: By:
Name: Reoelhav dS. Gill Name: Mectsel Bear cone
Title: Covowsae |. ee Title: — presicent a

Date: | 2.

Date:

SETTLEMENT AGREEMENT & MUTUAL RELEASE,
Page 6 of 6


(bya)
(bya)

Dee vanber 3010 C1 fleetive D Date"). bs and between the Federal De
Corporation as Receiver for IndyMac Bank, PSB (CC FDIC’) and Ste
Mortgage Company. Inc. (STERLING?) The FDIC and STERLE
be referred to individually as a “Party” or collectively as the “Patlies.~

RECITALS

Lio STERLING sold and/or delivered mortgage loans to IndyMac
pursuant to various wrillen agreements. A dispute bas arisen between the Par
respect fo outstanding demands for repurchase and/or indeunity. Specitivally. 1 ind
Bank, PSB and/or the FDIC made demands to STERLING for repurchase under
indemnification based upon + LENG's alleged breach of the representations ard
watrantics as set forth in the written agreements,

1.2 Without admitting liability, the Partios desire ta and have agreed to wile
all repurchase and isdenmification. as well as any and all other claims relating to
all of the mortgage loans suld directly by STERLING to IndyMac Bank. P52.
now owned by IndyMac Bank. FSB or the FDIC or to he reacquired by them
icalicetively, the “LOANS”) upon the terms and conditions hereinafter set forth.

AGREEMENT

NOW, FHEREFORE, in consideration af the mutual coves
furth herein. and for other good and valuable consideration, the

agrec as follows:

13 Revitals, ‘The Recitals set forth above are incorporated into the body af
this Settlement Agreement as though fully set forth herein.

Ld Payment. STERLING si
Seventy Five Thousand Dollars) tthe >
2010. The payment shall be made by wire t
Law Group ‘Trust Account.” Account Number!

hall pay the total sum of $878,000 (Five HI
ctllcment Fr undsTM y by ne later than f
yable to” les

spaber 3b,

» Recovers

Reference: Sterling Setilenient.

SEPYLEMEN TD AGERE



RELEASE

15 Unknown Claims, § 5
Settlement Agreenient applies to all claims for Injuries. damages. or losses of any type or
nature Gwhether those injuries. damages. or losses are known or unknows, Love
unforeseen, patent or latent) including all current and any future obligations, whic

Party may have against the other Party arising from the obligation to repurchase :
indemnify for losses associated with the LOANS. Each Party herchy expre:
application of California Civil Code $1542 and any other similar statule or rule.

1.6 Hach Party cerlifics that 11 has read and understands the following
provisions of California Civil Code $1342, which states in perlinent part as follows:

SE DOES NOT &£ D TO
I THE CREDITOR DOES NOT KNOW

EXIST IN HIS OR FER FAVOR Al
PING THE RELE ~ WHICH
BY HIM OR HER MUst HAVE
MATERIALLY APFECTED HIS OR, HER
SETTLEMENT WITH THE DEB

FOR”

1.7 Each Party understands and acknowledges that th rifleance and
consequence of its waiver of Cudifornia Civil © ode $7342 is that even if any Party should

eventually suffer additional damages arising out of the obtigation to repun unllor
indenmify for losses associaled with the LOANS, the claims and causes of

yon that
wert or could have been asserted relating to obligation to repurchase and/or ally
for losses associated with the LOANS. or any facts or circumstances relaied to the
obligation to repurchase and/or indemnify for losses associated with the LOANS, that
Party will not be able to make any claim against the other Party for those danus
Furthermore. h acknowledges that they consciously intend these con
io claims for damages that may es 3 of the date of this release but which that Party
does not know exists, and which, if known, would materially affect that Pariy’s decisic
io execute this release, regardless of whether that Party’s lack of knowledge is the result
of ignorance, oversight. error, negligenee, or any other cause.

ac {PUCHCeN OVER OS

18 0 Each Party hereby fully, finally, and forever releases and dischui
other Party. and any and all of its respective past. present, and future afiliate
employees, members partners, joint venturers. independent contractors. alioneys,
insurers, investors, suc ‘ “sign representatives, officers. directors, sharchoiders,
predecessors, success " » and a any Y corporation, partners| ve. oF Hines Habit ty
company
entity. and any such corporation's, partnershi
directors, and/or employees, or any corporation, par arinership. or + Timited lia

s the

SETTLEMEDRT AGREPMEN PE & MUTUAL RELEAS?
Pal



which was or js an alfilate of such entity by virtue of common ownership or contrel, and
any such corporation's, partnership's or Jimited fiabilily company’s, officers, directors,
and/or employees of and from any and all actions, causes of action, claims, demands.
darnages, debts, losses, costs, expenses, atlorney fees or other Habilities of every kin
fature whatsoever, whether legal or equitable and whether kmunen or unknows, arisi
out of, resulting Trom, or relating to, in any manver. the obligation io repurchase andor
indemnify for losses associated with the LOANS. the claims and causes of action Ghat
were or could have been asserted relating to the obligation to repurchase an
indemnify for losses associated with the LOANS. or any facts of circumstances related te
the obligation to repurchase and/or indemnify
provided, however. that STERLING hereby reserves all of its tights to pursue any
independent actions against third-parties that may be liable to it for any of the Loss
associated with the LOANS. Similarly, the FDIC reserves all of its rights. ifany. to
pursue any independent actions against third-parties that may be Hable to it lor
losses associated with the LOANS.

1.9 Notwithstanding any other provision in this Settlement Agreement. the
FDIC does net release, and expressly preserves fully and to the same extent ay ifthe

Seitlement Agreement had not been executed any claims against STERLING arising out

of existing or failed financial institutions other than IndyMac Bank. PSB.

1.10 Notwithstanding any other provision in this Settlement Agreenicni, the
FDIC does not release, and expressly preserves fully and to the same exient as if the
Settlement Agreement had not been executed any action taken by any other fedora
agency. In addition, this Settlement Agreement does not purport to waive. or imend (3
waive, any claims which could be brought by the United States through eliher the
Department of Justice or the United States Attorney's Office far any lederal 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 ULS.C. § 3663, ef sey... iP appropriate.

Lif Asa material term of this Agreement. the Parties represent and wartanl to
one another that they have the requisite power and authority to enier info and to pertorm
their obligations under this Sctilement Agreement. Each Party warranis and represents
that it has not sold, assigned, granted or transferred to any other persun, corporads oF
natural, ar to any entity, any claim, action. demand, or cause of action reieas
Settlement Agreement. The FDIC further warrants and represents it has retained, ow
and/or has the rights to settle and release the claims released by this Setilement
Agreement.

1.42 Conditions of Execution. Each Party acknowledges and warrinis that is
execution of this Settlement Agreement is free and voluntary.

SEPPLEMENT AGRE ENE & MUTUAL RELEASE.

cS of6