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SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following paiiies: 

Plaintiff Federal Deposit Insurance Corporation as Receiver for Washington Mutual Bank 

f 1FDICNR.'1) and Gateway First Bank, successor by conversion to Gateway Mortgage C:i:roup, 

LLC (''Gateway") (individually, FDIC-R and Gateway may be refe1Ted to herein as "Party" and 

collectively as the "Parties"), This Settlement Agreement shall be effective as ofthe date last 

executed by any Party ("Effective Date"), 

RECITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank (''WaMu") was a depository 

institution organized and existing under the laws ofNevada. 

On September 25, 2008, the Office ofThrift Supervision closed WaMu and pursuant to 

12 U.S.C. § J821 (c), Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U,S.C, § 1821(d), FDIC-R succeeded to all rights, titles, powers and 

privileges of WaMu, including those with respect to its assets. 

Among the assets to which FDIC-Rsucceeded were all ofWaMu's daims; demands, and 

causes of action against mortgage brokers that 01iginated mortgage loans for \VaMu. 

The Parties seek to resolve FDIC-R's claims, both asserted and unasserted and whether 

k11own or unknown, against Gateway related to Gateway's brokering, selling and/or delivering 

mortgage loans to WaMu (the "Claims"). Gateway denies liability for the Claims. 

Tiie Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty and expense of litigation, 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payrnents, and 

releases stated herein; the sufficiency of vihich consideration is hereby acknowledged, the Parties 

ak,'tfee, each with the other, as follows: 
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SECTION I: Payment to FDIC-R 

A As an essential covenant and condition to this Agreement, on or before 

January 15, 2023, Gateway shall pay FDIC-R the sum of $1,075,000 (one million seventy-five 

thousand dollars) ("the Settlement Payment''), The Settlement Payment shall constitute a debt 

due and owing Federal Deposit Insurance Co1voration, an agency ofthe United States, on the 

Effective Date, The debt shall be discharged by payment in full to FDIC~R. 

B. Gateway shall deliver the Settlement Payment to FDIC-R by electronic funds 

transfer pursuant to written instructions including a tax identification number to be provided by 

FDIC-R, contemporaneous with signing the Agreement 

C. JfFDIC-R does not receive the Settlement Pa:y111ent in full on or before 

January 15, 2023, then Gateway shall be in default of its payment obligations ("Default") and 

interest shall accrue at the rate of five percent (5%) per annum or the rate calculated in 

accordance with 26 US.C. § 6621 (a)(2), whichever rate is higher ("Default Interest Rate") on the 

unpaid total (i,e. unpaid amount ofSettlc1nent Payment together with an accrued interest) until 

paid in full, and FDIC-R, in its sole discretion, shall have the right to: 

l . Waive the Default and extend the period oftime for the Settlement Payment 

in writing, including interest at the Default Interest Rate accruing from 

January 15, 2023. Any decision by FDIC-R to extend the terms of this 

Agreement or to accept a portion ofthe Settlement Payment shall not 

prejudice its rights to pursue relief under subsections 2 tJm.mgh 4 below at any 

time prior to receipt of the full Settlement Payment (including all accrued 

interest); provided, however, that in the event FDIC-R terminates this 

Agreement hy dedaringi t null and void, FDIC-R wi11 return to Gateway any 

and all amounts paid to FD IC-R under this Settlement Agreement; or 

2. Enforce this Agreement, including without limitation, by FDIC-R's filing an 

action to summarily enforce the agreed-upon settlement by a Court entering 

judgment against Gateway for breach ofthe settlement agree:ment in the 

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amount ofthe unpaid total (i.e. unpaid amount of Settlement Payment together 

with all accrued interest) together with tbe costs of collection and all ofFDICR's reasonable attorney's fees and costs incurred in enforcing the temls of this 

Agreement. In such event, Gateway waives and covenants not to plead, argue, 

or otherwise assert any defense, claim or counterclaim of any kind whatsoever 

except the defense of payment of the Sett1ement Payment, in part or in full; to 

an action or motion to enforce this Agreement and agrees to exclusive 

jurisdiction and venue in the U.S. District Court for the District ofColumbia; 

or 

3. Terminate the Agreement by declaring it null and void and institute an action 

on the Claims. Gateway further agrees to waive, and covenants to not plead, 

argue, or othenvise assert, any defense, claim, or counterclaim of any kind 

whatsoever that did not exist or was otherwise unavailable as ofthe Effective 

Date except for the defense ofpayrnent ofthe Settlement Payment, in part or 

in ful1 ; and/or 

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

SECTION II: Releases 

A, FDIC-R's Releases, 

Upon receipt of the Settlement Payment in foll and except as l)tovided in Section ILD., 

FDIC»R, for itself and its successors and assigns, hereby releases and discharges Gateway and its 

employees, officers, directors, attorneys, successors, and assigns from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to FDlC-R that arise from or relate to the Claims. 

B, Gateway's Release, 

Effective simultaneously with the release granted in Section ILA. above, Gateway, for 

itself and its respective successors and assigns, hereby releases and discharges FDIC-R and its 

employees, officers, directors, attorneys, successors and assigns, from any and all claims> 

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demands) obligations, dam.ages) actions, and causes of action, direct or indirect, in law or in 

equity, that arise from or relate to the Claims. 

C Waiver ofCahfrm1la Civil Code§ 1542. 

Each Party hereby waives and relinquishes any rights each may have under California 

Civil Code § 1542; which reads as follows: 

"A GENER/\L RELEASE DOES NOT EXTEND TO CLAIMS THAT THE 

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO 

EXIST JN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE 

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE 

MATERIALLY AFFECTED HIS OR HER SETfLEI'v1ENT WlTH THE 

DEBTOR OR RELEASED PARTY. " 

D. Exceptions from Releases by FDJC-R. 

1. Notwithstanding any other provision of this Agreement, Federal Deposit 

Insurance Corporation, in any capacity, does not release, and expressly 

preserves folly and to the same extent as ifthis Agreement had not been 

executed; any claims or causes ofaction: 

a, Against Gateway or any other person or entity for liability, if 

any, incurred as the maker, endorser or guarantor of any 

promissory note or indebtedness payable or owed by them to 

FDIC-R, Wa:tvfo, other financial institutions, or any other 

person or entity, including without limitation any such claims 

acquired by FDIC-Ras successor in interest to Wal'vtu or any 

person or entity other than WaMu; and 

b. Against any person or entity not expressly released by FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, 'Waiving, releasing, or 

compromising the jurisdiction and authority of FederaJ Deposit Insw:ance 

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Corporation in the exercise ofits supervisory or regulatory authority or to 

diminish its ability to institute administrative enforcement or other 

_proceedings seeking removal) prohibition, or any other relief it is authorized 

to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement does 

not purport to waive, or intend to waive, any claims that could be brought by 

the United States through the Department ofJustice, the United States 

Attorney's Office for any federal judicial district) or any other department or 

agency ofthe United States as defined by 18 U.S.C § 6. In addition, FDIC-R 

specifically reserves the right to seek court-ordered restitution pursuant to the 

relevant provisions ofthe Mandatory Victims Restitution Act, 18 U.S.C. §§ 

3322 and 3663 et §eg., if appropriate. 

SECTION HI: Waiver ofI>ividends and Proceeds from Litigation 

To the extent, if any, that Gateway is or was a shareholder of Waiv1u or its holding 

company and by virtue thereof is or may be entitled to a dividend, payn1ent, or other distribution 

upon resolution ofthe receivership of\VaMu or proceeds in any litigation that has been or could 

be brought against Federal Deposit Insurance Corporation in any capacity or against the United 

States based on or arising out ot in whole or in part, the dosing of\VaMu, or any alleged acts or 

omissions by Federal Deposit Insurance Corporation in any capacity, the United States 

govenunent, or any agency or departrnent ofthe United States government in connection with 

\VaMu, 1ts conservatorship, or receivership, Gateway hereby kno,:vingly assigns to FD1C-R any 

and all rights, titles, and interest in and to any and all such dividends, payments, or other 

distributions, or proceeds. 

SECTION IV: Representations and Acknowledgements 

A Authorized Signatories. All of the undersigned persons represent and wanant 

that they arc Parties hereto or areauthorized to sign this Agreement on behalfofthe respective 

Party, and that they have the full power and authority to bind such Party to each and every 

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provision of this Agreement. This Agreement shaH be binding upon and inure to the benefit of 

the Parties and their respective trustees, administrators, representatives, successors, and assigns. 

B, Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel plior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counseL 

SECTION V: Reasonable Cooperation 

The Parties agree to cooperate in good faitJ1 to effectuate all the terms and conditions of 

this Agreement, including doing, or causing their agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry, 

of any documents necessary to perfonn the terms ofthis :\greement. 

SECTION VI: Other Matters 

/i.. No Admission ofLiability, The Parties each acknowledge and agree that the 

matters set fonh in this Agreement constitute the settlement and compromise of disputed claims 

and defenses, that this Agreement is not an admission or evidence ofliability or infinnity by any 

of thern regarding any claim or defense, and that the Agreement shall not be offered or received 

in evidence by or against any Party except to enforce its tenns, 

B. Counterparts and Digital Signatures. This Agreement may be executed 

digitally (through a method that employs public key cryptography so as to meaningfully 

guarantee authenticity, consent, and integrity) or by hand, in any number of counterparts, and 

delivered electronically or physically, each original or electronic copy thereof will be deemed an 

original, and all of which when taken together constitute one and the same Agreement. 

C. Ch9.1~9...Qf...L?.Y.{, This Agreement shall be interpreted, constmed and enforced 

according to applicable federal law, or in its absence, the laws ofthe District ofColumbia. For 

purposes of construing this Agreement, this Agreement shall be deemed to have been drafted by 

ail Parties to this Agreement and shall not, therefore, be construed against any Party for that 

reason in any subsequent dispute. 

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D, NoticeJ3. Any notices required hereunder shall be sent by nationally 

recognized ovemight delivery service (e.g. FedEx or UPS), and by email, to the following: 

If to the FDIC-R: 

Stuart Tonkinson 

Federal Deposit Insurance Cmvoration 

3501 Fahfax Drive 

Arlington, VA 22226 

(214) 673-7549 

j ronkinson@fdic,gov 

If to Gateway: 

Timothy P, Ofak 

Weiner Brodsky Kider PC 

l 300 19th SL NW Fifth Floor 

Washington, DC 20036 

(202) 628·2000 

ofak@thewbkfirm.com 

E Entire Agreement and Amendments, This A&rreemerit constitutes the enti re 

agreement and understanding bet\veen and among the Parties concerning the matters set forth 

herein and supersedes any prior agreements or understandings. This Agreement may not be 

amended or modified, nor may any ofits provisions be waived, except i.n writing signed by the 

Parties bound thereby, or by their respective autholized atton1ey(s), or other representativc(s). 

F, Titles and Captions. All section titles and captions contained in this 

Agreement are for convenience only and shal1 not affect the interpretation ofthis Agreement 

G. No Confide:ntialitv, The Parties acknowledge that this Agreement shall not be 

confidential and will be disclosed pursuant to Federal Deposit Insurance Corporation's 

applicable policies, procedures, and other legal requirements, 

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lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each ofthem or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR W, A.SFUNGTON MUTUAL BANK 

BY: ! '" . b6 i 

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PRINT NAME: Stuart Tonkinson 

GATEWAY FIRST BANK, SUCCESSOR BY ,-·-----·-·Cf .Yhl\LER.SJO N._TO_G_ti..TB.fil.~-Y...11.:iC.tT?.:J:G.A.G.td._Gl].O L1;p LLC 

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