Execution Copy

SHARED-LOSS AGREEMENT

This SHARED-LOSS AGREEMENT (this "Agreement") is made and entered into as of

the 19th day of March, 2009 by and between the FEDERAL DEPOSIT INSURANCE

CORPORA nON AS RECEIVER FOR INDYMAC FEDERAL BANK, FSB (the "Receiver")

and OneWest Bank, FSB (the "Purchaser"). The terms hereof shall modify and supplement, as

necessary, the terms of the Loan Sale Agreement between the Receiver and the Purchaser of

even date herewith (the "LSA"), to which this Agreement is attached as an Exhibit. To the extent

any inconsistencies may arise between the terms of the LSA and this Agreement with respect to

the subject matter of this Agreement, the terms of this Agreement shall control. References in

this Agreement to a particular Section shall be deemed to refer to a Section in this Agreement,

unless the context indicates that it is intended to be a reference to a Section of the LSA.

ARTICLE I - DEFINITIONS

The capitalized terms set forth below, as used in this Agreement, shall have the following

meanings. Capitalized terms that are not otherwise defined herein are used as defined in the

LSA.

"Accounting Records" means the subsidiary system of record on which the loan history

and balance of each Shared-Loss Loan is maintained; individual loan files containing either an

original or copies of documents that are customary and reasonable with respect to loan servicing,

including management and disposition of other real estate; the records documenting alternatives

considered with respect to loans in default or for which a default is reasonably foreseeable;

records of loss calculations and supporting documentation with respect to line items on the loss

calculations; and monthly delinquency reports and other performance reports customarily

utilized by the Purchaser in management of loan portfolios.

"Accrued Interest" means, with respect to Shared-Loss Loans, the amount of earned and

unpaid interest at the note rate specified in the applicable loan documents, limited to 90 days.

"Charged-Off Loan" means a Shared-Loss Loan that is fully charged off in accordance

with the policies and procedures of IndyMac Federal Bank, FSB in effect as of January 2, 2009

(or as may be modified thereafter with the consent of 

the Receiver) and applicable regulatory

requirements and guidelines. Notwithstanding the foregoing, no Shared-Loss Loan that is

charged off as contemplated in the foregoing sentence will be considered a Charged-Off Loan

until the loan is first processed under the Program, unless such loan is not a Qualifying Loan or

unless the Purchaser is not permitted to apply the Program under applicable law.

"Charge-Off Loss" means the loss on a Charged-Off Loan calculated in accordance with

applicable regulatory requirements and guidelines, limited as to the amount of includable

Accrued Interest and other costs as indicated in Exhibit 2e.

"Commencement Date" means the Closing Date.

"Cumulative Loss Amount" means the sum of the Monthly Loss Amounts.

#10133398 vl7 - Shared-Loss Agreement
"Cumulative Shared-Loss Amount" means the excess, ifany, of the Cumulative Loss

Amount over the First Loss Amount.

"Customary Servicing Procedures" means, with respect to a Shared-Loss Loan, the

procedures that the Purchaser customarily employs and exercises in servicing and administering

mortgage loans for its own accounts and the servicing procedures established by Fannie Mae or

Freddie Mac, which are in accordance with accepted mortgage servicing practices of prudent

lending institutions.

"FDIC" means the Federal Deposit Insurance Corporation in its corporate capacity.

"Final Shared-Loss Month" means the earlier of (i) the calendar month in which the

tenth anniversary of the Commencement Date occurs and (ii) the calendar month in which a

Portfolio Sale occurs.

"First Loss Amount" means the dollar amount equal to the product of (i) 0.20 multiplied

by (ii) the aggregate unpaid principal balance of the Shared-Loss Loans as shown on the Loan

Schedule attached to the LSA as Attachment A, as updated as of the Closing Date in accordance

with Section 2.06 of the LSA, which dollar amount represents the total amount of Losses on

Shared-Loss Loans the Purchaser has agreed to realize before the Receiver is required to make

payments to the Purchaser with respect to Shared-Loss Loans pursuant to Section 2.l( d) of this

Agreement.

"Foreclosure Loss" means the loss realized when the Purchaser has completed the

foreclosure on a Shared-Loss Loan and realized final recovery on the collateral through

liquidation and recovery of any insurance proceeds. Each Foreclosure Loss shall be calculated in

accordance with the form and methodology specified in Exhibit 2a.

"Guidelines" means the Statement on Loss Mitigation Strategies for Servicers of

Residential Mortgages (September 2007), issued by the federal financial institutions regulatory

agencies and the Conference of State Bank Supervisors, the Statement on Working with

Mortgage Borrowers (April 2007), issued by the federal financial institutions regulatory

agencies, the Home Equity Line of Credit Account Management Guidance (August 2008), issued

by the Offce of Thrift Supervision, and the Program, each as may be amended or supplemented

from time to time.

"Independent Accounting Firm" means a nationally recognized certified public

accounting firm selected by the Purchaser and approved by the Receiver (including approval by

the Receiver of the engagement terms of such firm), which approval shall not be unreasonably

withheld.

"Loan Sale Loss" means the loss realized by the Purchaser upon the sale of a SharedLoss Loan by the Purchaser to an unaffiliated person or entity with the Receiver's consent as set

forth in Section 2.6. For Shared-Loss Loans that are not Restructured Loans, Loan Sale Loss

wil be calculated as the unpaid principal balance of the Shared-Loss Loan less the net sale price

received by the Purchaser for the Shared-Loss Loan. Loan Sale Loss for any Restructured Loan

will be calculated as (a) the net sale price received by the Purchaser for the Shared-Loss Loan

less (b) the net present value of estimated cash flows on the Restructured Loan that was used in

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the calculation of the related Restructuring Loss plus (c) Loan principal payments collected by

the Purchaser from the date the Loan was restructured to the date of sale. (See Exhibit 2d for

example calculation).

"Loss" means a Foreclosure Loss, Restructuring Loss, Short Sale Loss, Portfolio Loss,

Loan Sale Loss, Charge-Off Loss, excluding any consequential, special or indirect damages, lost

profits, lost investment or business opportunity, interest (except as expressly set forth in this

Agreement), damages to reputation, punitive damages, exemplary damages, treble damages,

nominal damages and operating losses.

"Monthly Certificate" has the meaning provided in Section 2.1 (b) of this Agreement.

"Monthly Loss Amount" means the sum of all Losses for any Shared-Loss Month.

"Monthly Shared-Loss Amount" means the change in the Cumulative Shared-Loss

Amount from the beginning of each month to the end of each month.

"Portfolio Loss" means the loss realized on the Portfolio Sale of the remaining SharedLoss Loans calculated in accordance with the terms of Article iv.

"Portfolio Sale" has the meaning provided in Section 4.1 of this Agreement.

"Program" means any of the following mortgage loan modification programs: (a) for

modifications currently in process or initiated within the first 90 days following the signing of

this Agreement, the modification program previously approved by the Board of Directors of

IndyMac Federal Bank, FSB in Conservatorship; (b) the FDIC's Mortgage Loan Modification

Program, a copy of which is set forth in Exhibit 5 to this Agreement; and (c) any other

modifications either to an individual or to a group of borrowers, with prior written consent of the

FDIC.

"Qualifying Loan" means a Shared-Loss Loan (i) secured by collateral that is owneroccupied on which the mortgagee has a first priority lien and (ii) with respect to which either

(x) the borrower is at least 60 days delinquent or (y) a default is reasonably foreseeable.

"Receiver Recoveries" means the amount of shared Recovery Amounts due to the

Receiver, which amount is calculated at the same percentage at which the related Loss was

reimbursed by the Receiver.

"Recovery Amount" means, with respect to any period prior to the Termination Date,

the amount of collected funds received by the Purchaser that (i) are collected from a borrower or

other third-party in respect of a foreclosed Loan subsequent to the reimbursement of the

Purchaser by the Receiver for a Foreclosure Loss in respect of such Loan, (ii) are collected from

a borrower or other third-party in respect of a Charged-Off Loan subsequent to the

reimbursement of the Purchaser by the Receiver for a Charge-Off Loss in respect of such Loan,

(iii) are gains realized from a Section 4.1 or Section 4.2 sale of Shared-Loss Loans for which the

Purchaser has previously received a Restructuring Loss payment from the Receiver, or (iv) are

received from any source other than as described in clauses (i), (ii) or (iii) above in respect of

any Shared-Loss Loan subsequent to the reimbursement of the Purchaser by the Receiver for a

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Loss in respect of such Loan which represents a payment under any insurance, guaranty or

similar arrangement.

"Restructuring Loss" means the loss on a modified or restructured loan measured by the

difference between (a) the principal, Accrued Interest, unreimbursed Advances and third party

fees due on a loan prior to the modification or restructuring and (b) the net present value of

estimated cash flows on the modified or restructured loan, discounted at the Then-Current

Interest Rate. Each Restructuring Loss shall be calculated in accordance with the form and

methodology specified in Exhibits 2b(i) and 2b(ii) and shall be measured after taking into

account all subsidies or other payments received by the Purchaser that are intended to be for the

benefit of the borrower with respect to such modified or restructured loan under any governmentsponsored program affecting the Shared-Loss Loans.

"Restructured Loan" means a Shared-Loss Loan for which the Purchaser has received a

Restructuring Loss payment from the Receiver.

"Servicing Offcer" has the meaning provided in Section 2.l(b) of this Agreement.

"Shared-Loss Loans" means the Loans identified on the Loan Schedule attached to the

LSA as Attachment A.

"Shared-Loss Month" means each calendar month between the Commencement Date

and the last day of the Final Shared-Loss Month, provided that, the first Shared-Loss Month shall

begin on the Commencement Date and end on the last day of that month.

"Short-Sale Loss" means the loss resulting from the Purchaser's agreement with the

mortgagor to accept a payoff in an amount less than the balance due on the loan. Each ShortSale Loss shall be calculated in accordance with the form and methodology specified in

Exhibit 2c.

"Stated Threshold" means the dollar amount equal to the product of (i) 0.30 multiplied

by (ii) the aggregate unpaid principal balance of the Shared-Loss Loans as shown on the Loan

Schedule attached to the LSA at Attachment A, as updated as of the Closing Date in accordance

with Section 2.06 of the LSA.

"Termination Date" means the last day of the Final Shared-Loss Month.

"Then-Current Interest Rate" means the most recently published Freddie Mac survey

rate for 30-year fixed-rate loans or, if such Freddie Mac survey rate is not available, then another

comparable nationally published rate for 30-year fixed-rate loans.

ARTICLE II - SHARED-LOSS ARRNGEMENT

2.1 Shared-Loss Arrangement.

(a) Loss Mitigation and Consideration of Alternatives. For each Shared-Loss

Loan in default or for which a default is reasonably foreseeable, the Purchaser shall undertake, or

shall use reasonable best efforts to cause third-part servicers to undertake, reasonable and

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customary loss mitigation efforts in compliance with the Guidelines and Customary Servicing

Procedures. The Purchaser shall document its consideration of foreclosure, loan restructuring (if

available), charge-off and short-sale (if a short-sale is a viable option and is proposed to the

Purchaser) alternatives and shall select the alternative that is reasonably estimated by the

Purchaser to result in the least Loss. The Purchaser shall retain all analyses of the considered

alternatives and servicing records and allow the Receiver to inspect them upon reasonable notice.

(b) Monthly Certificates. Not later than fifteen (15) days after the end of each

Shared-Loss Month, beginning with the month in which the Commencement Date occurs and

ending with the Final Shared-Loss Month, the Purchaser shall deliver to the Receiver a

certificate, signed by an officer of the Purchaser involved in, or responsible for, the

administration and servicing of the Shared-Loss Loans whose name appears on a list of servicing

officers furnished by the Purchaser to the Receiver (a "Servicing Offcer"), setting forth in such

form and detail as the Receiver may reasonably specify (a "Monthly Certificate"):

(A) a schedule substantially in the form of Exhibit 1 A listing:

(i) each Shared-Loss Loan for which a Loss is being claimed,

the related Loss amount for each Shared-Loss Loan, and the total Monthly Loss

Amount for all Shared-Loss Loans;

(ii) the Cumulative Shared-Loss Amount as of 

the beginning

and end of the month;

(iii) the Monthly Shared-Loss Amount;

(iv) the result obtained in clause (v) multiplied by 80%, which

is used to compute the amount to be paid by the Receiver or the Purchaser, as

applicable, under Section 2.l(d) of this Agreement, or the result in clause (v)

multiplied by 95%, if the Stated Threshold has been met;

(v) the amount of Receiver Recoveries based on the

calculations in Exhibit 1 B, listing each loan for which a recovery was received

during the month and the Recovery Amount, with the amount of Receiver

Recoveries calculated at the same percentage at which the related Loss was

reimbursed by the Receiver; and

(vi) the net amount due from the Receiver after deducting the

amount of Receiver Recoveries from the amount of reimbursable Losses due to

the Purchaser.

(B) for each of the Shared-Loss Loans for which a Loss is claimed for

that Shared-Loss Month, a schedule showing the calculation of the Loss Amount using

the form and methodology shown in Exhibit 2a, Exhibit 2b(i), Exhibit 2b(ii), Exhibit 2c,

or Exhibit 2e, as applicable.

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(C) for each of the Restructured Loans where a gain or loss is realized

in a sale under Section 4.1 or Section 4.2, a schedule showing the calculation using the

form and methodology shown in Exhibit 2d.

(D) a portfolio performance and summary schedule substantially in the

form shown in Exhibit 3.

(c) Monthly Data Download. Not later than fifteen (15) days after the end of

each month, beginning with the month in which the Commencement Date occurs and ending

with the Final Shared-Loss Month, the Purchaser shall provide the Receiver:

(i) the servicing fie in machine-readable format including but not

limited to the following fields for each outstanding Shared-Loss Loan, as applicable:

(A) Loan number

(B) FICO score

(C) Origination date

(D) Original principal amount

(E) Maturity date

(F) Paid-to date

(G) Last payment date

(H) Loan status (bankruptcy, in foreclosure, etc.)

(I) Delinquency counters

(J) Current principal balance

(K) Current escrow account balance

(L) Updated value

(M) Updated valuation date

(N) Interest rate

(0) Monthly principal and interest payment amount

(P) Monthly escrow payment for taxes and insurance

(Q) Interest rate type (fixed or adjustable)

(R) If adjustable: index, margin, next interest rate reset date

(S) Payment/Interest rate cap and/or floor

(T) Underwriting type (Full doc, Alt Doc, No Doc)

(U) Lien type (l si, 2nd)

(V) Amortization type (amortizing or 1/0, neg am or HELOC

revolver)

(W) Property address, including city, state, zip code

(X) A code indicating whether the Mortgaged Property is

owner-occupied

(Y) Property type (single-family detached, condominium,

duplex, etc.)

(Z) Negative amortization cap

(AA) Loan type

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(ii) An Excel or similar file for real property held as a result of

foreclosure on a Shared-Loss Loan listing:

(A) Foreclosure date

(B) Unpaid loan principal balance

(C) Appraised value or BPO value, as applicable

(D) Projected liquidation date

(d) Payments With Respect to Shared-Loss Loans.

(i) Losses Under the Stated Threshold. Not later than thirty (30) days

after the end of each calendar quarter, the Receiver shall pay to the Purchaser, in immediately

available funds, an amount equal to eighty percent (80%) of 

the sum of the Monthly Shared-Loss

Amounts reported on the Monthly Certificates received by the Receiver with respect to such

calendar quarter, less the sum of the Receiver Recoveries reported on the Monthly Certificates

(provided that the Purchaser has delivered all of such Monthly Certificates to the Receiver within

fifteen (15) days after the end of such calendar quarter). If any Monthly Certificates with respect

to a calendar quarter are delivered more than fifteen (15) days after the end of such calendar

quarter but within fifteen (15) days after the end of any subsequent calendar quarter, such

delayed Monthly Certificates shall be included in the calculation of the sum of Monthly SharedLoss Amounts and Receiver Recoveries for such subsequent calendar quarter. If 

the sum of the

total Receiver Recoveries exceeds the sum of the Losses reimbursable by the Receiver as

reported on such Monthly Certificates, the Purchaser shall pay to the Receiver, in immediately

available funds no later than thirty (30) days after the end of such calendar quarter, an amount

equal to such excess. To the extent that either the Receiver or the Purchaser does not make any

payment required by this Section 2.l(d)(i) within thirt (30) days following the end of the

calendar quarter, any amount not paid shall thereafter accrue interest at LIBOR plus 250 basis

points until paid. For purposes of this Agreement, "LIBOR" shall be as determined in

accordance with the Mortgage Loan Master Repurchase Agreement dated as of 

the date hereof

between the Receiver and the Purchaser.

(ii) Losses in Excess of 

the Stated Threshold. From the time that, and

for so long as, the Stated Threshold has been met, the loss/recovery sharing percentages shall

change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Purchaser, in immediately

available funds no later than thirty (30) days after the end of each calendar quarter, an amount

equal to ninety-five percent (95%) of the sum of 

the Monthly Shared-Loss Amounts reported on

the Monthly Certificates received by the Receiver during such calendar quarter, less the sum of

Receiver Recoveries (provided that the Purchaser has delivered all of such Monthly Certificates

to the Receiver within fifteen (15) days after the end of such calendar quarter). Notwithstanding

the foregoing, in the month in which the Cumulative Loss Amount surpasses the Stated

Threshold, the portion of the Monthly Shared-Loss Amount up to the Stated Threshold will be

paid at 80%, and the portion of the Monthly Shared-Loss Amount in excess of the Stated

Threshold will be paid at 95%. If any Monthly Certificates with respect to a calendar quarter are

delivered more than fifteen (15) days after the end of such calendar quarter but within fifteen

(15) days after the end of any subsequent calendar quarter, such delayed Monthly Certificates

shall be included in the calculation of the sum of Monthly Shared-Loss Amounts for such

subsequent calendar quarter. If the sum of the total Receiver Recoveries exceeds the sum of 

the

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Losses reimbursable by the Receiver as reported on such Monthly Certificates, the Purchaser

shall pay to the Receiver, in immediately available funds no later than thirty (30) days after end

of such calendar quarter, an amount equal to such excess. To the extent that either the Receiver

or the Purchaser does not make any payment required by this Section 2.1 (d)(ii) within the

required thirty (30)-day period, any amount not paid shall thereafter accrue interest at LIBOR

plus 250 basis points until paid.

(e) Limitations on Shared-Loss Payment.

(i) The Receiver shall not be required to make any payments pursuant

to Section 2.1 (d) with respect to any Loss in the event that the Receiver determines that the

Purchaser has not complied with the criteria set forth in this Agreement (including the analysis

and documentation requirements of Section 2.1 (a), the obligation to adhere to the Customary

Servicing Procedures or, with respect to a claimed Restructuring Loss on any Qualifying Loan,

the obligation to modify or restructure the loan according to the terms of the Program). If the

Receiver makes such a determination, the Receiver shall promptly provide a written notice to the

Purchaser detailing the grounds for such determination. If the Purchaser disagrees with such

determination, it shall promptly provide a written notice (a "Notice of Disagreement") to the

Receiver detailing the Purchaser's compliance with the criteria set forth in this Agreement and

otherwise detailing the Purchaser's grounds for such disagreement (a "Disagreement"). If 

the

Purchaser demonstrates to the satisfaction of the Receiver, in the Receiver's reasonable

judgment, that the grounds for the Receiver's determination were insufficient, no longer exist or

have been cured, then the Receiver shall pay the Purchaser the amounts affected by the

Receiver's determination within fifteen (15) days after such demonstration by the Purchaser. In

the event that the Receiver is not required to make any payment with respect to any Loss claimed

pursuant to Section 2.1 (d), the Receiver and the Purchaser shall make the necessary adjustments

to the Monthly Shared-Loss Amount(s) for the applicable Monthly Certificate(s) and the

payment pursuant to Section 2.l(d) above shall be adjusted accordingly.

(ii) If the Purchaser has delivered a Notice of Disagreement, the

parties shall promptly commence good faith negotiations with a view to resolving the

Disagreement. If the parties do not resolve the Disagreement within ten (l0) Business Days after

the delivery of the Notice of Disagreement to the Receiver (with such resolution evidenced by a

written agreement signed by the Purchaser and the Receiver), such Disagreement or portion

thereof that is not resolved shall be referred by the Purchaser to the Independent Accounting

Firm for resolution. The Purchaser shall provide the Independent Accounting Firm with a copy

of this Agreement, the Notice of Disagreement and any supporting documentation that has been

exchanged by the parties. The Independent Accounting Firm shall decide the Disagreement by

determining, based solely on the terms of this Agreement and the documents made available to it

in accordance with this Section 2.1 (e)(ii), whether the Purchaser has complied with the criteria

set forth in this Agreement (including the analysis and documentation requirements of Section

.f, the obligation to adhere to the Customary Servicing Procedures or, with respect to a

claimed Restructuring Loss on any Qualifying Loan, the obligation to modify or restructure the

loan according to the terms of the Program), and shall not determine the amount of such

payment. The Independent Accounting Firm shall issue a written decision, a copy of which shall

be provided to each party, setting forth the resolution of the Disagreement. Such resolution by

the Independent Accounting Firm shall be final and binding upon the parties and the parties

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expressly acknowledge the foregoing. The Purchaser and the Receiver shall use their best efforts

to cause the Independent Accounting Firm to render its determination as soon as practicable after

the referral to it of the Disagreement but in any event shall direct the Independent Accounting

Firm to render its decision no later than thirty (30) days after the date on which the Independent

Accounting Firm receives all of the information to be provided to it in accordance with this

Section 2.1(e)(ii). The Purchaser and the Receiver each shall cooperate with the Independent

Accounting Firm and provide such firm with reasonable access to such Accounting Records and

personnel as the Independent Accounting Firm reasonably requests in order to render its

determination. Either the Purchaser and the Receiver may enforce the decision of the

Independent Accounting Firm in a court of competent jurisdiction, but neither the Purchaser and

the Receiver shall challenge or seek to appeal the decision of the Independent Accounting Firm,

and each expressly waives any right it may otherwise have to so challenge such decision. The

fees and expenses of the Independent Accounting Firm shall be shared equally by the Purchaser

and the Receiver. Following the resolution of the Disagreement, the Receiver and the Purchaser

shall make the necessary adjustments to the Monthly Shared-Loss Amount(s) for the applicable

Monthly Certificate(s) and the payment pursuant to Section 2.l(d) above shall be adjusted

accordingly to include or exclude the amount of the claimed Loss in accordance with the

decision of the Independent Accounting Firm.

(iii) Notwithstanding anything to the contrary contained herein, if, at

any time after the Receiver makes a payment to the Purchaser pursuant to Section 2.1 (d), the

Receiver determines that such payment should not have been made because the Purchaser had

not complied with the criteria set forth in this Agreement, the Receiver may provide a written

notice to the Purchaser detailing the grounds for such determination and requesting that the full

amount of such payment be returned to the Receiver. If the Purchaser disagrees with such

determination, it shall promptly submit a Notice of Disagreement to the Receiver detailing the

grounds for such Disagreement, and such Disagreement shall be resolved as provided in this

Section 2.l(e). If the Purchaser does not submit a Notice of Disagreement to the Receiver within

ten (10) Business Days after receipt of written notice ofthe Receiver's determination or if the

Disagreement with respect to the Receiver's determination is resolved in the Receiver's favor,

then, at the sole option of the Receiver, (i) the Receiver may offset the full amount of the

payment that was the subject of the Notice of Disagreement against any other payments the

Receiver is required to make to the Purchaser pursuant to Section 2.l(d) or (ii) the Purchaser

shall, within two (2) Business Days after a request for payment is made by the Receiver, return

to the Receiver the full amount of the payment that was the subject of the Notice of

Disagreement, and, in either case, the Receiver and the Purchaser shall make any necessary

adjustments to all affected Monthly Certificate(s).

(f) Shared-Loss Payment Clean-up CalL.

(i) At any time after the date on which the aggregate remaining

unpaid principal balance of the Shared-Loss Loans is reduced to ten percent (10%) of the

aggregate unpaid principal balance of the Shared-Loss Loans as of the Closing Date, the

Receiver may make a single election, by giving notice in writing to the Purchaser, to make a

final cash payment to the Purchaser in settlement of all remaining obligations owed to the

Purchaser under this Agreement. The amount of such final cash payment shall be equal to the

difference between (x) the value of the Shared-Loss Loans applying the shared-loss protection

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provided for in this Agreement and (y) the value of such Shared-Loss Loans without the sharedloss protection, such values to be determined by taking the average of the valuations provided by

two independent third party appraisers who are experienced in the valuation of loans similar to

the Shared-Loss Loans, one of whom shall be selected by the Receiver and one of whom shall be

selected by the Purchaser. Each party shall bear the costs and expenses of the third party

appraiser that it selects. After the Receiver makes such final cash payment to the Purchaser, each

party shall be relieved of its obligations under this Agreement.

(ii) Notwithstanding anything to the contrary in clause (i) above, the

Receiver may, in its sole discretion, after review of the valuations provided by the third party

appraisers, by written notice to the Purchaser, elect not to make the final cash payment to the

Purchaser, and the Receiver shall not have any obligation to cash-settle its remaining obligations

and such obligations shall remain in full force and effect. If the Receiver elects not to make the

final cash payment to the Purchaser after the valuation of the third party appraisers has been

performed, the costs and expenses of such appraisers shall be borne by the Receiver. Within

fifteen (15) days after the value of the Shared-Loss Loans is determined in accordance with

Section 2.1 (O(i, the Receiver shall either (a) pay to the Purchaser the final cash payment or (b)

deliver a notice of its election not to make the final cash payment.

(g) Payments by Wire-Transfer. All payments under this Agreement shall be

made by wire-transfer in accordance with the wire-transfer instructions on Exhibit 4.

2.2 Auditor Report; Right to Audit

(a) Within ninety (90) days after the end of each calendar year during which

the Receiver makes any payment to the Purchaser under this Agreement, the Purchaser shall

deliver to the Receiver a report signed by its independent public accountants stating that, in the

course of their annual audit of the Purchaser's books and records, nothing has come to their

attention suggesting that any computations required to be made by the Purchaser during such

calendar year pursuant to this Article II were not made by the Purchaser in accordance herewith.

In the event that the Purchaser cannot comply with the preceding sentence, it shall promptly

submit to the Receiver corrected computations together with a report signed by its independent

public accountants stating that, after giving effect to such corrected computations, nothing has

come to their attention suggesting that any computations required to be made by the Purchaser

during such year pursuant to this Article II were not made by the Purchaser in accordance

herewith. In such event, the Purchaser and the Receiver shall make all such accounting

adjustments and payments as may be necessary to give effect to each correction reflected in such

corrected computations, retroactive to the date on which the corresponding incorrect computation

was made.

(b) Not more than once per calendar quarter, the Receiver or the FDIC may

perform an audit or audits to determine the Purchaser's compliance with the provisions of 

this

Agreement, including this Article II, by providing not less than ten (10) Business Days' prior

written notice. If the Receiver or the FDIC has given the Purchaser prior notice of an audit in

accordance with the preceding sentence, the Purchaser shall provide access to pertinent records

and proximate working space in the Purchaser's facilities. The scope of 

the audit shall be limited

to the books and records described in Section 2.3 and shall be of reasonable duration. The

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Receiver or the FDIC, as the case may be, shall bear the expense of any such audit. In the event

that any corrections are necessary as a result of such an audit or audits, the Purchaser and the

Receiver shall make such accounting adjustments and payments as may be necessary to give

retroactive effect to such corrections.

2.3 Books and Records. The Purchaser shall at all times keep or cause to be kept

books and records suffcient to ensure and document compliance with the terms of this

Agreement, including but not limited to (a) documentation of alternatives considered with

respect to defaulted loans or loans for which default is reasonably foreseeable as set forth in

Section 2.l(a), (b) documentation showing the calculation of Loss for claims submitted to the

Receiver, (c) retention of documents that support each line item on the Loss claim forms, and (d)

documentation with respect to the Recovery Amount on loans for which the Receiver has made a

loss-share payment.

2.4 Information. The Purchaser shall promptly provide to the Receiver such other

information, including but not limited to financial statements, computations, and bank policies

and procedures, relating to the performance of the provisions of this Agreement, as the Receiver

may reasonably request from time to time.

2.5 Tax Ruling. The Purchaser shall not at any time, without the Receiver's prior

written consent, seek to qualify for any special tax treatment or benefits associated with any

payments made by the Receiver pursuant to this Agreement.

2.6 Sale or Assignment of Shared-Loss Loans. The Receiver shall be relieved of its

obligations with respect to a Shared-Loss Loan upon payment of a Foreclosure Loss amount, a

Short Sale Loss amount or a Charge-Off Loss amount with respect to such Shared-Loss Loan or

upon the sale of a Shared-Loss Loan by the Purchaser to an unaffliated person or entity,

provided that, if the Purchaser has received the Receiver's prior written consent to sell a SharedLoss Loan to an unaffiliated person or entity (which consent may be granted or withheld in the

Receiver's sole discretion), any Loan Sale Loss relating thereto may be included in the

calculation of the Monthly Shared-Loss Amount hereunder. The Purchaser shall provide the

Receiver with timely notice of any such sale. Notwithstanding the foregoing, the Receiver shall

not be relieved of its obligations under this Agreement in the case of, and the Purchaser shall be

permitted to sell or assign its rights under this Agreement in connection with, (i) any change in

the ownership or control of the Purchaser, (ii) a merger by the Purchaser with or into any other

entity, (iii) a sale by the Purchaser of all or substantially all of its assets and (iv) any pledge or

collateral assignment of rights by the Purchaser of its rights under this Agreement as collateral

for any Federal Home Loan Bank financing or other third party financing, or any securitization

transaction, with respect to the Shared-Loss Loans that is completed with the prior written

consent of the Receiver, which consent shall not be unreasonably withheld provided that there is

no monetization by the Purchaser of the assignment of the benefits of this Agreement. In

determining whether to grant consent for any transaction referenced in clause (iv) above, the

Receiver will consider the equitable allocation of the economic benefits associated with any

proposed assignment of the benefits of this Agreement.

11
ARTICLE III - RULES REGARDING THE ADMINISTRATION OF SHARED-LOSS

LOANS

3.1 Agreement with Respect to Administration. The Purchaser shall (and shall

cause any of its Affiliates to which the Purchaser transfers any Shared-Loss Loans or shall use

reasonable best efforts to cause any third-party servicer to) manage, administer, and collect the

Shared-Loss Loans while owned by the Purchaser or any Affiliate thereof during the term of 

this

Agreement in accordance with the rules set forth in this Article III. The Purchaser shall be

responsible to the Receiver in the performance of its duties hereunder and shall provide to the

Receiver such reports as the Receiver reasonably deems advisable, including but not limited to

the reports required by Sections 2.1, 2.2 and 3.3 hereof, and shall permit the Receiver to monitor

the Purchaser's performance of its duties hereunder.

3.2 Duties of the Purchaser.

(a) In performance of its duties under this Article II, the Purchaser shall or

shall cause any Affliate or shall use reasonable best efforts to cause any third-party servicer to:

(i) manage and, administer each Shared-Loss Loan in accordance with

Purchaser's usual and prudent business and servicing practices and Customary Servicing

Procedures;

(ii) exercise its best business judgment in managing, administering and

collecting amounts owed on the Shared-Loss Loans;

(iii) use commercially reasonable efforts to maximize recoveries with

respect to Losses on Shared-Loss Loans without regard to the effect of maximizing

collections on assets held by the Purchaser or any of its Affiliates that are not SharedLoss Loans;

(iv) retain sufficient staff 

to perform its duties hereunder; and

(v) comply with the terms of 

the Guidelines for any Shared-Loss

Loans meeting the requirements set forth therein. Subject to the approval of the FDIC, the

Purchaser may propose exceptions to the Program for a group of Loans with similar

characteristics, with the objectives of (l) minimizing the loss to the Purchaser and the

FDIC and (2) maximizing the opportunity for qualified homeowners to remain in their

homes with affordable mortgage payments.

(b) Any transaction with or between any Affliate of 

the Purchaser with

respect to any Shared-Loss Loan including, without limitation, the execution of any contract

pursuant to which any Affiliate of the Purchaser will manage, administer or collect any of the

Shared-Loss Loans, shall be subject to the prior written approval of the Receiver.

3.3 Shared-Loss Asset Records and Reports. The Purchaser shall establish and

maintain such records as may be appropriate to account for the Shared-Loss Loans to enable the

Purchaser to prepare and deliver to the Receiver such reports as the Receiver may reasonably

12
require from time to time regarding the Shared-Loss Loans and the Monthly Certificates required

by Section 2.1 of this Agreement.

3.4 Related Loans.

(a) The Purchaser shall use its reasonable best efforts to determine which

loans are "Related Loans", as hereinafter defined. Except as otherwise required by law, the

Purchaser shall not manage, administer or collect any "Related Loan" in any manner that would

have the effect of increasing the amount of any collections with respect to the Related Loan to

the detriment of the Shared-Loss Loan to which such loan is related; provided, that the Purchaser

shall not be in breach of this Section 3.4(a) with respect to any actions taken by the Purchaser in

compliance with Section 5.20 of the LSA or the Program. A "Related Loan" means any other

loan or extension of credit held by the Purchaser at any time on or prior to the end of the Final

Shared-Loss Month that is made to a Borrower under a Shared-Loss Loan and is not a SharedLoss Loan.

(b) The Purchaser shall prepare and deliver to the Receiver with the Monthly

Certificates for the calendar months ending June 30 and December 31 a schedule of all Related

Loans on the Accounting Records of the Purchaser as of the end of each such semi-annual

period.

3.5 Legal Action; Utilzation of Special Receivership Powers. The Purchaser shall

notify the Receiver in writing (such notice to be given in accordance with Article V below and to

include all relevant details) prior to utilizing in any legal action any special legal power or right

which the Purchaser derives as a result of having acquired an asset from the Receiver, and the

Purchaser shall not utilize any such power unless the Receiver shall have consented in writing to

the proposed usage. The Receiver shall have the right to direct such proposed usage by the

Purchaser and the Purchaser shall comply in all respects with such direction. Upon request of 

the

Receiver, the Purchaser will advise the Receiver as to the status of any such legal action. The

Purchaser shall immediately notify the Receiver of any judgment in litigation involving any of

the aforesaid special powers or rights.

ARTICLE IV - PORTFOLIO SALE

4.1 Purchaser Portfolio Sale of Remaining Shared-Loss Loans. The Purchaser

shall have the right, subject to the prior written consent of the Receiver, to liquidate for cash

consideration all Shared-Loss Loans held by the Purchaser at any time prior to the Termination

Date ("Portfolio Sale"). If the Purchaser exercises its option under this Section 4.1, it must give

thirty (30) days' prior notice in writing to the Receiver setting forth the details and schedule for

the Portfolio Sale which shall be conducted by means of sealed bid sales to third parties, not

including any of the Purchaser's Affliates, contractors, or any Affliates of the Purchaser's

contractors. Sales of Restructured Loans shall be sold in a separate pool from Shared-Loss Loans

not restructured. The Receiver will review the Purchaser's proposed Portfolio Sale in a timely

fashion and its prior written consent will not be unreasonably withheld; provided, however, that

the Receiver shall be entitled to refuse such consent if the Receiver determines that the Portfolio

Loss exceeds an equitable representation of the risk of credit loss on the remaining Shared-Loss

Loans. For the avoidance of doubt, no consent of the Receiver shall be required for a Portfolio

13
Sale with respect to which no Portfolio Loss is claimed, and the Receiver shall be relieved of its

obligations under this Agreement with respect to any Portfolio Sale effected without the

Receiver's consent.

4.2 Purchaser Liquidation of Remaining Shared-Loss Loans. In the event that the

Purchaser does not conduct a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the

right, exercisable in its sole and absolute discretion, to require the Purchaser to liquidate for cash

consideration, any Shared-Loss Loans held by the Purchaser at any time after the date that is six

months prior to the Termination Date. If the Receiver exercises its option under this Section 4.2,

it must give notice in writing to the Purchaser, setting forth the time period within which the

Purchaser shall be required to liquidate the Shared-Loss Loans. The Purchaser will comply with

the Receiver's notice and must liquidate the Shared-Loss Loans as soon as reasonably

practicable by means of sealed bid sales to third parties, not including any of the Purchaser's

Affiiates, contractors, or any Affiiates of the Purchaser's contractors. The selection of any

financial advisor or other third party broker or sales agent retained for the liquidation of the

remaining Shared-Loss Loans pursuant to this Section shall be subject to the prior approval of

the Receiver, such approval not to be unreasonably withheld, delayed or conditioned.

4.3 Calculation of Sale Gain or Loss. For Shared-Loss Loans that are not

Restructured Loans, gain or loss on the sales under Section 4.1 or Section 4.2 will be calculated

as the net sale price received by the Purchaser less the unpaid principal balance of the remaining

Shared-Loss Loans. For any Restructured Loan sold under Section 4.1 or Section 4.2, gain or

loss on sale will be calculated as (a) the net sale price received by the Purchaser less (b) the net

present value of estimated cash flows on the Restructured Loan that was used in the calculation

of the related Restructuring Loss plus (c) Loan principal payments collected by the Purchaser

from the date the Loan was restructured to the date of sale. (See Exhibit 2d for example

calculation).

ARTICLE V - LOSS-SHARING NOTICES GIVEN TO RECEIVER AND PURCHASER

All notices, demands and other communications hereunder shall be in writing and shall

be delivered by hand, or overnight courier, receipt requested, addressed to the parties as follows:

If to the Receiver, to: Manager, Non-Structured Sales and Asset Management

c/o Federal Deposit Insurance Corporation

550 17th Street, NW (Room F-7014)

Washington, D.C. 20429-0002

Attention: Ralph Malami

with a copy to: Senior Counsel

FDIC Legal Division

Litigation and Resolutions Branch, Receivership Section

Special Issues Unit

3501 Fairfax Drive (Room E-7056)

Arlington, Virginia 22226

Attention: Senior Counsel

14
With respect to a notice under Section 3.5 of this Agreement, copies of such notice shall

also be sent to:

Federal Deposit Insurance Corporation

Legal Division

1910 Pacific Avenue

Dallas, Texas 75201

Attention: Regional Counsel

If to Purchaser, to: 888 East Walnut Street

Pasadena, California 91 101-7211

Attention: Steven Mnuchin

with a copy to: Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Paul E. Glotzer

Such persons and addresses may be changed from time to time by notice given pursuant

to the provisions of this Article V. Any notice, demand or other communication delivered

pursuant to the provisions of this Article V shall be deemed to have been given on the date

actually received.

ARTICLE VI - MISCELLANEOUS

6.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses

incurred by a party hereto in connection with this Agreement shall be borne by such party

whether or not the transactions contemplated herein shall be consummated.

6.2 Successors and Assigns; Specific Performance. All terms and provisions of 

this

Agreement shall be binding upon and shall inure to the benefit of the parties hereto only;

provided, however, that, the Receiver may assign or otherwise transfer this Agreement (in whole

or in part) to the FDIC without the consent of the Purchaser. Notwithstanding anything to the

contrary contained in this Agreement, except as is expressly permitted in this Section 6.2 or

Section 2.6, the Purchaser may not assign or otherwise transfer this Agreement (in whole or in

part) without the prior written consent of the Receiver, which consent may be granted or

withheld by the Receiver in its sole discretion, and any attempted assignment or transfer in

violation of this provision shall be void ab initio.

6.3 Governing Law. FEDERAL LAW OF THE UNITED STATES SHALL

CONTROL THIS AGREEMENT. TO THE EXTENT THAT FEDERAL LAW DOES NOT

SUPPL Y A RULE OF DECISION, THIS AGREEMENT SHALL BE GOVERNED BY, AND

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LA WS OF THE STATE

OF NEW YORK. Nothing in this Agreement wil require any unlawful action or inaction by

either party.

6.4 WAIVER OF JURY TRIAL. EACH OF THE PURCHASER, FOR ITSELF

AND ITS AFFILIATES, AND THE RECEIVER HEREBY IRREVOCABLY AND

15
UNCONDITIONALL Y WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES

THA T ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT

A JURY.

6.5 Captions. All captions and headings contained in this Agreement are for

convenience of reference only and do not form a part of, and shall not affect the meaning or

interpretation of, this Agreement.

6.6 Entire Agreement; Amendments. This Agreement, including the Exhibits and

any other documents delivered pursuant hereto, embody the entire agreement of the parties with

respect to the subject matter hereof, and supersede all prior representations, warranties, offers,

acceptances, agreements and understandings, written or oral, relating to the subject matter herein.

This Agreement may be amended or modified or any provision hereof waived only by a written

instrument signed by both parties or their respective duly authorized agents.

6.7 Severabilty. Whenever possible, each provision of this Agreement shall be

interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this Agreement is held to be prohibited by or invalid, illegal or unenforceable under applicable

law, such provision shall be construed and enforced as if it had been more narrowly drawn so as

not to be prohibited, invalid, illegal or unenforceable, and the validity, legality and enforceability

of the remainder of such provision and the remaining provisions of this Agreement shall not in

any way be affected or impaired thereby.

6.8 No Third Party Beneficiarv. This Agreement and the Exhibits hereto are for the

sole and exclusive benefit of the parties hereto and their respective permitted successors and

permitted assigns and there shall be no other third party beneficiaries, and nothing in this

Agreement or the Exhibits shall be construed to grant to any other person any right, remedy or

claim under or in respect of this Agreement or any provision hereof.

6.9 Counterparts. This Agreement may be executed in any number of counterparts,

each of which when executed and delivered shall be an original, but such counterparts shall

together constitute one and the same instrument.

6.10 Consent. Except as otherwise provided herein, when the consent of a party is

required herein, such consent shall not be unreasonably withheld or delayed.

6.11 Rights Cumulative. Except as otherwise expressly provided herein, the rights of

each of the parties under this Agreement are cumulative, may be exercised as often as any party

considers appropriate and are in addition to each such party's rights under the LSA and any of

the Related Agreements or under law. Except as otherwise expressly provided herein, any

failure to exercise or any delay in exercising any of such rights, or any partial or defective

exercise of such rights, shall not operate as a waiver or variation of that or any other such right.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

16
IN WITNESS WHEREOF, the parties hereto have caused this Shared-Loss Agreement to

be executed as of the day and year first above written.

RECEIVER:

FEDERAL DEPOSIT INSURANCE

CORPORATION AS RECEIVER FOR

INDYMAC FEDERAL BANK, FSB BY~~

~mc: ttl ph MO.. am i

Title: Mllltger, f'ori ~trCrur€d ßo.ieS a.d

lr Set- rva.e-m er t

PURCHASER:

ONEWEST BANK. FSß

By: _______________

Name: Joshua P. Eaton

Title: Authorized Signatory

Group 5 - Shured-Loss .Igreeiienl
IN WITNESS WHEREOF, the parties hereto have caused this Shared-Loss Agreement to

be exeeukd as of the day and year first above written.

RECEIVER:

FEDERAL DEPOSIT INSURANCE

CORPORATiON AS RECEIVER FOR

INDYMAC FEDERAL BANK, FSB

By:

Name:

Title:

PURCHASER:

ONEWEST BANK, FSB

By: _

Name: J ua. Eaton

Title: A thorized Signatory

Group 5 - .\ìharecl-I.oss AKreement
EXHIBIT lA

MONTHL Y CERTIFICATE

SEE FOLLOWING PAGE
PART 1 - CURRENT MONTH NET LOSS

MONTH ENDED: (input reoort monthl ./

Specify loss type as

./ Foreclosure, Restructuring,

Losses ./ Short-Sale or Charge-Off.

¥' Loss

Loan No. Loss Tvoe Amount

Month Loss Amount XX A

If Col. D minus Col. E is less

than zero, enter zero. /

/

/

PART 2 - FIRST LOSS TEST 7

Col. D -

Col. D Col. E Col. E

Cumulative Cumulative

Loss First Loss Shared-Loss

Amount Amount Amount

Balance, beginning of month XX XX XX F

Monthly Loss Amount(from Part 1) XX

Balance, end of month XX XX XX G

Monthly Shared-Loss Amount XX G - F

Times Receiver Loss Share Percentage (1) 80%(1)

Amount due from FDIC as Receiver before Receiver XX

Recoveries

Less: Receiver Recoveries, from Exhibit 1 B XX

Net due from (to) FDIC as Receiver XX

(i) The Receiver Loss Share Percentage is 80% for Losses under the Stated Threshold and 95% for Losses in excess

of the Stated Threshold.
Pursuant to Section 2.1 of the Shared-Loss Agreement, the undersigned hereby certifies the

information on this Certificate is true, complete and correct.

OFFICER SIGNATURE:

OFFICER NAME: ITITLE:
EXHIBIT IB

MONTHL Y CERTIFICATE

CURRENT MONTH RECOVERIES

MONTH ENDED: (input report month)

Loss Amount is the amount of Loss

incurred and reported on the Loan

in a previous month.

Loss Month is the reporting month

in which the Loss was reported_

A B AxB

Loan No.

Loss

Amount

Loss

Month

Loss Share

%in

Loss Month

Recovery

Amount

Receiver

Recoveries

Due to

FDIC

$

$

$

$

$

$

$

$

$

Total Receiver Recoveries $ x

EXAMPLE

Receiver

Loss Share Recoveries

Loss Loss %in Recovery Due to

Loan No. Amount Month Loss Month Amount FDIC

\00\ $ 10,000.00 Apr-09 0% $ 5,000.00 $

1002 $ 10,000.00 Jun-ll 80% $ 6,000.00 $ 4,800.00

1003 $ 10,000.00 Sep- 13 95% $ 4,000.00 $ 3,800.00

Total Receiver Recoveries 8.600,00
EXHIBIT 2a

CALCULATION OF FORECLOSURE LOSS

Shared-Loss Month: rinput monthl

Loan no.: (input loan no.)

Interest paid-to date

Foreclosure date

Liquidation date

Note Interest rate

Foreclosure Loss calculation

Loan principal balance after last paid installment xx

Accrued Interest xx (l )

Attorney's fees xx (2)

Foreclosure costs, including title search, filing

fees, advertising, etc. xx

Property protection costs, maint. and repairs xx

Tax and insurance advances xx

Other Advances "(3)

Appraisal/broker's price opinion fees xx

Inspections xx

Other xx ..

Gross balance recoverable by Purchaser xx xx (A)

Cash Recoveries:

Net liquidation proceeds (from HUD-l settl stmt) xx

Insurance proceeds xx

T & I escrow account balance, if positive xx

Other credits, if any (itemize) xx

Total cash recovery xx xx (B)

Loss Amount xx (A) - (B)

Times 80% (4) (Receiver Loss Share Percentage) x 80%(4)

Amount due Purchaser xx

(1) Accrued Interest is calculated (a) at the note interest rate that would have been in effect if the loan was

performing, and (b) on the principal balance after application of the last payment made by the borrower.
(2) Reasonable and customary third-party attorneys' fees and expenses incurred by Purchaser in connection with

any enforcement procedures or otherwise with respect to such mortgage loan.

(3) Purchaser's reasonable and customary out-of-pocket costs paid to either a third-party or an affiliate (if 

affliate is

pre-approved by the FDIC) for foreclosure, propert protection and maintenance costs, repairs, assessments, taxes,

insurance and similar items, to the extent not paid from funds in borrower escrow account. Allowable costs are

limited to amounts per Freddie Mac or Fannie Mae guidelines, where applicable.

(4) The Receiver Loss Share Percentage is 95% for Losses in excess of the Stated Threshold.

DO NOT INCLUDE late fees, prepayment penalties, or any similar lender fees or charges by the Purchaser to the

loan account, any allocation of Purchaser's servicing costs, or any allocations of Purchaser's G&A or other

operating costs.
EXHIBIT 2b(i

CALCULATION OF RESTRUCTURING LOSS

I

I

Conceot and Definition - Restructurinl! Loss i

For purposes of loss sharing, losses on restructured loans are calculated as the difference between

(a) the unpaid principal balance, Accrued Interest and Advances due on the loan prior to

restructuring, and I

(b) the Net Present Value (NPV) of estimated cash flows on the restructured loan, discounted at

the most recently published Freddie Mac survey rate on 30-year fixed-rate loans at the restructure

date.

I I

The NPV calculations must assume loan prepayment in full at the end of ten years (120 months).

Form for Calculation - Restructurinl! Loss

Shared-Loss Month: (input month 1

Loan no.: (input loan no.

Loan before Restructurim!

Original Loan amount

Current Loan unpaid principal balance

Remaining term

Interest rate

Interest paid-to date

Monthly payment - P&I

Monthly payment - T &1

Total monthly payment

Loan type (fixed-rate, ARM, I/O, Option ARM, etc.)

Terms of Modified/estructured Loan

Closing date on modified/restructured loan

New Loan unpaid principal balance

Remaining term

Interest rate

Monthly payment - P&I

Monthly payment - T &1

Total monthly payment

Loan type (Fixed-rate, ARM, I/O, Option ARM,

negative amortization features, etc.)

Lien type (l si, 2nd)
If adiustable:

Initial interest rate

Term - initial interest rate

Initial payment amount

Term - initial payment amount

Negative amortization? rYeslNol

Rate reset frequency after first adjustment

Next reset date

Index

Margin

Cap per adjustment

Lifetime Cap

Floor

Restructurinv Loss Calculation

Loan unpaid principal balance before restructuring xx

Accrued Interest xx (l )

Tax and insurance advances xx

3rd party fees due xx

-+

Total loan balance due before restructuring XX XX I(A)

Assumptions for NPV Calculation, Restructured Loan:

Discount rate for projected cash flows xx% (2)

Loan prepayment in full 120 months

-+

NPV of projected cash flows (3) XX XX (B)

Restructuring Loss XX (A) - (B)

Times 80% (4) (Receiver Loss Share percentage) 80%(4)

Amount due Purchaser XX

Footnotes

(I) Accrued Interest is calculated (a) at the note interest rate that would have been in effect if the loan was

performing, and (b) on the principal balance after application of the last payment made by the borrower.

(2) The discount rate to be used is the most recently published Freddie Mac Survey Rate on 3D-year fixed-rate loans

at the loan restructuring date.

(3) If the new loan is an adjustable-rate loan, interest rate resets and related cash flows should be projected based on

the index rate in effect at the date of the loan restructuring. If the restructured loan otherwise provides for specified

changes in monthly P&I payments over the term of the loan, those changes should be reflected in projected cash

flows. Purchaser must retain supporting schedule of projected cash flows by month as required by Section 2. i of the

Shared-Loss Agreement and provide to the FDIC if requested for sample audit.

(4) The Receiver Loss Share Percentage is 95% for Losses in excess of 

the Stated Threshold.
EXHIBIT 2b(ii)

EXAMPLE - CALCULATION OF RESTRUCTURING LOSS

WITH PARTIAL NON-AMORTIZING BALANCE

Concept and Definition - Restructuring Loss

For purposes of loss sharing, losses on restructured loans are calculated as the difference between

(a) the unpaid principal balance, Accrued Interest and Advances due on the loan prior to

restructuring, and

(b) the Net Present Value (NPV) of estimated cash flows on the restructured loan, discounted at the most

recently published Freddie Mac survey rate on 30-year fixed-rate loans at the restructure date.

The NPV calculations must assume loan prepayment in full at the end often years (l20 months).

Form for Calculation - Restructuring Loss

Shared-Loss Month:

Loan no.:

Loan before Restructuring

Original Loan amount

Current Loan unpaid principal balance

Remaining term

Interest rate

Interest paid-to date

Monthly payment - P&I

Monthly payment - T &1

Total monthly payment

Loan type (fixed-rate, ARM, I/O, Option

ARM, etc.)

Terms of Modified/Restructured Loan

Closing date on modified/restructured loan

New Loan non-amortizing principal balance

New Loan amortizing principal balance

New Loan total unpaid principal balance

Remaining term

i nterest rate

Monthly payment - P&I

Monthly payment - T &1

Total monthly payment

Loan type (Fixed-rate, ARM, I/O, Option

ARM, negative amortization features, etc.)

Lien type (lst, 2nd)

(input month)

(input loan no.)

$

$

250,000

250,000

360

5%

$ 1,342.05

$ 1,342.05

$

$

$

75,000

175,000

250,000

360

3%

$ 737.81

$ 737.81
If adjustable:

Initial interest rate

Term - initial interest rate

Initial payment amount

Term - initial payment amount

Negative amortization? (YeslNo)

Rate reset frequency after first adjustment

Next reset date

Index

Margin

Cap per adjustment

Lifetime Cap

Floor

Restructuring Loss Calculation

Loan unpaid principal balance before

restructuring

Accrued Interest

Tax and insurance advances

3rd party fees due

Total loan balance due before

restructuri ng

$ 250,000

- (1)

$ 250,000 -+ $ 250,000.00 (A)

Assumptions for NPV Calculation,

Restructured Loan:

Discount rate for projected cash flows

Loan prepayment in full

5% (2)

120 months

NPV of projected cash flows (3) $ 204,700.07 -+ $ 204,700.07 (B)

Restructuring Loss $ 45,299.93 (A) - (B)

Receiver Loss Share percentage

Shared loss payment due to Purchaser

0%

Tier 2

80%

$ 36,239.94

Tier 3 

95%

$ 43,034.93

Tier i

$

Footnotes

(I) Accrued Interest is calculated (a) at the note interest rate that would have been in effect if 

the loan was performing,

and (b) on the principal balance after application of the last payment made by the borrower.

(2) The discount rate to be used is the most recently published Freddie Mac Survey Rate on 3D-year fixed-rate loans at

the loan restructuring date, assumed in this example to be 5%.

(3) If the new loan is an adjustable-rate loan, interest rate resets and related cash flows should be projected based on

the index rate in effect at the date of the loan restructuring. If the restructured loan otherwise provides for specified

changes in monthly P&I payments over the term of the loan, those changes should be reflected in projected cash flows.

Purchaser must retain supporting schedule of projected cash flows by month as required by Section 2.1 of the SharedLoss Agreement and provide to the FDIC if requested for sample audit.
EXHIBIT 2c

CALCULATION OF SHORT-SALE LOSS

Shared-Loss Month: rinput monthl

Loan no.: fin put loan no.)

Interest paid-to date

Short payoff date

Note interest rate

Short-Sale Loss calculation

Loan unpaid principal balance xx

Accrued Interest xx (l )

Attorneys' fees xx (2)

Tax and insurance advances xx

3rd party fees due xx

Gross balance recoverable by Purchaser XX XX (A)

Amount accepted in Short-Sale XX XX (B)

Short-Sale Loss XX (A) - (8)

Times 80% (3) (Receiver Loss Share Percentage) x 80%(3)

Amount due Purchaser XX

(I) Accrued interest is limited to 90 days and is calculated (a) at the note interest rate that would have been in effect

if the loan was performing, and (b) on the principal balance after application of the last payment made by the

borrower.

(2) Reasonable and customary third-party attorneys' fees and expenses incurred by Purchaser in connection with

any enforcement procedures or otherwise with respect to negotiation and acceptance of Short-Sale payoff.

(3) The Receiver Loss Share Percentage is 95% for Losses in excess of 

the Stated Threshold.

DO NOT INCLUDE late fees, prepayment penalties, or any similar lender fees or charges by the Purchaser to the

loan account, any allocation of Purchaser's servicing costs, or any allocations of Purchaser's G&A or other

operating costs.
EXHIBIT 2d

Shared-Loss Month: (input monthl

Loan no.: fin put loan no.)

NOTE

The calculation of recovery on a loan for which a Restructuring Loss has been paid will only

apply if the loan is sold.

EXAMPLE CALCULATION

RestructurinQ Loss Information

Loan unpaid principal balance before restructuring $ 200,000 A

NPY, restructured Loan 165,000 B

Loss on restructured Loan $ 35,000 A-B

Times Receiver Loss Share Percentage (3) 80%

Payment to Purchaser $ ") II I\lll\ C

Calculation - Recoverv amount due to Receiver

Loan sales price $ 190,000

NPV of restructured Loan at mod date 165,000

Gain - step 1 25,000 D

PLUS

Loan unpaid principal balance after restructuring (l ) 200,000

Loan unpaid principal balance at liquidation date 1 0") nnn

Gain - step 2 (principal collections after restructuring) R-oOO E

Recovery amount 33,000 D+E

Times Receiver Loss Share Percentage (3) 80%

Recoverv due to Receiver $

")1- AI\I\ F

Net amount paid to Purchaser $ 1(\00

Proof Calculation (2)

Loan unpaid principal balance $ 200,000 G

Principal collections on Loan 8,000

Sales price for Loan 190,000

Total collections on Loan 198,000 H

Net loss on Loan $ 2,000 G-H

Times Receiver Loss Share Percentage (3) 80%

Payment to Purchaser $ 1 ~"OO

(1) This example assumes that the FDIC Mortgage Loan Modification Program set forth in Exhibit 5 is applied and

the loan restructuring does not result in a reduction in the loan principal balance due from the borrower.
(2) This proof calculation is provided to illustrate the concept and the Purchaser is not required to provide this with

its recovery calculations.

(3) The Receiver Loss Share Percentage is 95% for Losses in excess of 

the Stated Threshold.
EXHIBIT 2e

CALCULATION OF CHARGE-OFF LOSS

Shared-Loss Month: (input month)

Loan no.: (input loan no.)

Lien position

Unpaid principal balance

If junior lien, balance of superior liens

Total debt secured bv collateral

Collateral value

Excess (shortfall) in collateral value

Note interest rate

Interest paid-to date

Borrower name

Borrower FICO score

Number of times 30+ delinquent in past 12 months

Charge-Off reason

Charfle-Off Calculation

SHOW ALL CALCULATIONS TO DERIVE THE AMOUNT OF CHARGE-OFF.

FOR LOSS SHARE PURPOSES, EXPENSES AND CHARGES ARE ONLY ALLOW ABLE

TO THE EXTENT ALLOWED IN CALCULATION OF FORECLOSURE LOSS

Charfle-Off Loss Amount xx

Times 80% (Receiver Loss Share Percentage) x 80%

Amount due Purchaser for Receiver Loss Share Amount xx
EXHIBIT 3

PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE

SHARED-LOSS LOANS

PORTFOLIO PERFORMANCE AND SUMMARY SCHEDULE

MONTH ENDED: (input re Jort month

POOL SUMMARY

# i

Loans at Sale Date xx xx

Loans as of this month-end xx xx

ST A TED THRESHOLD TRACKING !t i

Stated Threshold amount A

Cumulative loss payments, prior month

Loss payment for current month

Cumulative loss payment, this month B

Remaining to Stated Threshold A - B

Percent of Total 

PORTFOLIO PERFORMANCE STATUS # i #

Current

30 - 59 days past due

60 - 89 days past due

90 - 1 19 days past due

120 and over days past due

In foreclosure

ORE

Total

Memo Item:

Loans in process of restructuring - total

Loans in bankruptcy

Loans in process of restructuring by delinquency

status

Current

30 - 59 days past due

60 - 89 days past due
90 - 119 days past due

i 20 and over days past due

In foreclosure

Total

List of Loans Paid Off Durin2 Month

Principal

Loan # Balance

List of Loans Sold Durin2 Month

Principal Sales

Loan # Balance Price
EXHIBIT 4

WIRE TRASFER INSTRUCTIONS

,

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EXHIBIT 5

FDIC MORTGAGE LOAN MODIFICATION PROGRAM

Objective

The objective of this FDIC Mortgage Loan Modification Program ("Program") is to modify the

terms of certain residential mortgage loans so as to improve affordability, increase the

probability of performance, allow borrowers to remain in their homes and increase the value of

the loans to the FDIC and assignees. The Program provides for the modification of Qualifying

Loans (as defined below) by reducing the borrower's monthly housing debt to income ratio

("DTI Ratio") to a target of 28%, never to exceed 38%, at the time of 

the modification and

eliminating adjustable interest rate and negative amortization features.

Qualifying Mortgage Loans

In order for a mortgage loan to be a Qualifying Loan it must meet all of the following criteria,

which must be confirmed by the lender:

. The collateral securing the mortgage loan is owner-occupied; and

. The mortgagor has a first priority lien on the collateral; and

. Either the borrower is at least 60 days delinquent or a default is reasonably

foreseeable.

Modification Process

The lender shall undertake a review of its mortgage loan portfolio to identify Qualifying Loans.

For each Qualifying Mortgage Loan, the lender shall determine the net present value ("NPV") of

the modified loan and, if it will exceed the NPV of the foreclosed collateral upon disposition,

then the Qualifying Loan shall be modified so as to reduce the borrower's monthly DTI Ratio to

28% (or to the lowest DTI Ratio higher than 28%, but not to exceed 38%, resulting in a NPV

exceeding the foreclosed collateral upon disposition) at the time of the modification. To achieve

this, the lender shall use a combination of interest rate reduction, term extension and principal

forbearance, as necessary.

The borrower's monthly DTI Ratio shall be a percentage calculated by dividing the borrower's

monthly housing payment (including principal, interest, taxes and insurance) by the borrower's

monthly income. For these purposes, (l) the borrower's monthly income shall be the amount of

the borrower's (along with any co-borrowers') documented and verified gross monthly income,

and (2) the borrower's monthly housing payment shall be the amount required to pay monthly

principal and interest plus one-twelfth of the then current annual amount required to pay real

property taxes and homeowner's insurance with respect to the collateraL.

In order to calculate the monthly principal payment, the lender shall capitalize to the outstanding

principal balance of the Qualifying Loan the amount of all delinquent interest, delinquent taxes,

past due insurance premiums, third party fees and (without duplication) escrow advances (such

amount, the "Capitalized Balance").
In order to achieve the goal of reducing the DTI Ratio to 28%, the lender shall take the following

steps in the following order of priority with respect to each Qualifying Loan:

1. Reduce the interest rate to the then current Freddie Mac Survey Rate for 30-year

fixed rate mortgage loans, and adjust the term to 30 years.

2. If the DTI Ratio is still in excess of 28%, reduce the interest rate further, but no

lower than 3%, until the DTI ratio of 28% is achieved.

3. If the DTI Ratio is still in excess of28% after adjusting the interest rate to 3%,

extend the remaining term of the loan by 10 years.

4. If the DTI Ratio is still in excess of28%, calculate a new monthly payment (the

"Adjusted Payment Amount") that will result in the borrower's monthly DTI

Ratio not exceeding 28%. After calculating the Adjusted Payment Amount, the

lender shall bifurcate the Capitalized Balance into two portions - the amortizing

portion and the non-amortizing portion. The amortizing portion of the Capitalized

Balance shall be the mortgage amount that will fully amortize over a 40-year term

at an annual interest rate of 3% and monthly payments equal to the Adjusted

Payment Amount. The non-amortizing portion of the Capitalized Balance shall

be the difference between the Capitalized Balance and the amortizing portion of

the Capitalized Balance. The lender shall forbear on collecting the nonamortizing portion of the Capitalized Balance, and such amount shall be due and

payable only upon the earlier of (i) maturity of the modified loan, (ii) a sale of the

property or (iii) a pay-off or refinancing of the loan. No interest shall be charged

on the non-amortizing portion of the Capitalized Balance, but repayment shall be

secured by a first lien on the collateraL.

5. If, under any of the above steps, the NPV of a modification falls short of the NPV

of the foreclosed collateral upon disposition, the DTI may be increased to the

minimum level where the NPV of the modification exceeds the NPV of the

foreclosed collateral upon disposition. However, under no circumstances will the

DTI for the modification exceed 38%.

At the end of the five (5) year period, the interest rate on the modified loan shall adjust to the

Freddie Mac Survey Rate as of the date of the loan modification, but subject to an annual

adjustment cap of one percent (1 %) per year. At that time, the monthly amount due by the

borrower will also adjust to amortize fully the remaining Capitalized Balance (or, in any case in

which the Capitalized Balance was bifurcated, the amortizing portion thereof) over the remaining

term of the modified loan.

Additional Modification Terms

In connection with the modification of any Qualifying Loan, the following additional

requirements shall apply.
1. The lender shall not charge (and no borrower shall be required to pay) any

modification, refinance or other similar fees or points in connection with the

modification, nor shall any such fees, costs or charges be capitalized.

2. Unpaid late fees and prepayment penalties otherwise chargeable to the borrower

shall be waived.

3. Modified loans shall not include any prepayment penalties.

4. With respect to all loan modifications commenced after September 19,2009, the

lender shall establish an escrow account for the payment of future taxes and

insurance premiums. To the extent that the lender has the processes and

procedures in place to establish the escrow accounts for modified loans prior to

September 19, 2009, the lender will establish such accounts at such earlier date.

Related Junior Lien Mortgage Loans

In cases where the lender holds a junior lien mortgage loan that is collateralized by the same

propert that collateralizes a Qualifying Loan that is modified as described above, the junior lien

mortgage loan shall also be modified to enhance overall affordability to the borrower. At a

minimum, the lender shall reduce the interest rate on the junior lien mortgage loan to no more

than 2% per annum. Further modifications may be made at the lender's discretion as needed to

support affordability and performance of the modified first lien Qualifying Loan.

Amendments

The Program may be modified either (i) by the FDIC, upon written notice to the lender of such

modification, or (ii) as proposed by the lender with respect to a group of loans with similar

characteristics, if approved in writing by the FDIC.