L214 Counterparts/Execution. This Settlement Agreement may be executed
in one of more counterparts, all of which shall 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 Settlement Agreement shall be
deemed to have been waived, nor shall there be an estoppel against the enforcement of
any provision of this Settlement Agreement, except by written instruments signed by the
Party charged with the waiver or estoppel. No written waiver shall be deemed a
continuing waiver unless specifically stated therein, and the written waiver shall operate
only as to the specific teem or condition waived, and not for the future or as to any other
act than that specifically waived.

123 Headings. The headings of paragraphs herein are intended sotely 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 Parties agree that, upon the reasonable
request of the other Party, they shall execute, acknowledge, and deliver any additional
instruments or documents that may reasonably be required to carry out the intentions of
this Sctilement Agreement. including such instruments as may be required by the laws of
any jurisdiction, now in effect or hereinafter enacted, that may affeer the rights of the
Parties as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

1.25 Entire Agreement, The Parties hereto further agree and promise that this
Settlement Agreement sets forth the entire agreement between and among the Parties
with respect to the claims made by IndyMac Bank, FSB and the FDIC in connection with
the alleged breaches in connection with the LOANS, and fully supersedes any and all
pricr negotiations, agreements or understandings made between ot ammong the Parties.
This Setitement Agreement shall nat be modified except in a writing signed by the Parties
or their authorized representatives.

[SIGNATURES ON FOLLOWING PAGE|

SETTLEMENT AGREE!
Page

T& MUTUAL RELEASE
m6


wrongdoing of any nature, and that this Settlement Agreement is made as a compromise
of disputed claims.

1.44 Bair Meaning. The Parties hereto further agree that the language of all
parts of this Settlement Agreement shall in all cases be construed as a whole, according te
its fair meaning, and not sirietly for or against any of the Parties.

1.413  Geveraing Law. The Parties agree to submit to the Courts of the County
of Los Angeles, California. for any dispute arising out of this Settlement Agreement, or
related thereto, and consent to the jurisdiction of said Courts and further agree that any
and all matters of dispute shall be adjudicated, governed and controlied under California
jaw,

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

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

1.18 Binding Effect. This Setthkement Agreement shall be binding upon and
inure to the benefit of the Parties and their respective heirs, personal representatives,
successors, and assigns.

149 Review and Understanding. The Parties have entered into this
Settlement Agreement voluntarily, having fully read and fully understanding the meaning
and effect of all of its terms and provisions, and folly understanding its and their costs
and risks. Each Party has consulted with legal counsel concerning this Settlement
Agreement and has conducted such inquiry as they deem necessary and advisable prior to
entering into this Settlement Agreement. The Parties enter into this Settlement
Agreement understanding that facts or other circumstances may exist which are presently
unknown or undisclosed, or which are different from or other than those which they
believe to be the case, and the Parties voluntarily assume all risks attendant to such
unknown, undisclosed, different, or additional facts or other circumstances.

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

SETTLEMENT AGREEMENT & MUTUAL RELEASE


(b)(6)

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

For: Federal Deposit Insurance
Corporation as Receiver for
indyMae Bank, FSB

By: By:
Name: R wes wowed SvGi Y Name: (auc bp20
Title: Cagwss e{ nese Title: Peesibenst/ CE
Date: Ul = (S7- 20 LO Date: 4/22J10

NT & MUTUAL RELEASE
Gof

SETTLEMENT AGRE:



SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(“Settlement Agreement”) is entered into and made effective as of the day of
September, 2010 (Effective Date”), by and between the Federal Deposit Insurance
Corporation as Receiver for IndyMac Bank, FSB (*FDICTM) and Paramount Residential
Morigage Group, Inc. (“PRMGTM). The FDIC and PRMG may hereinafter be referred to
individually as a “Party” or collectively as the “Parties”.

RECITALS

Mi PRMG sold and/or delivered mortgage loans to IndyMac Bank, PSB,
pursuant to a loan purchase agreement. A dispute has arisen between the Parties with
respect t outstanding demands for repurchase and/or indemnity, Specifically, IndyMac
Bank, FSB made demands to PRMG for repurchase and/or indemnification based upon a
finding by IndyMac Bank, FSB of a breach of the representations and warranties.

12 Without admitting liability, the Parties desire to and have agreed to settle
all repurchase and indemnification claims by IndyMac Bank, FSB relating ta afl
mortgage foans which were sold directly by PRMG to IndyMac Bank. FSB (collectively,
the “LOANS") upon the ierms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenanis and promises set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the Parties, the Parties, intending to be legally bound,
agree as follows:

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

14 Payment of the Settlement Funds. PRMG shalf pay the toiai sum of
Seven Hundred Thousand Dollars ($700,000.00) (the “Settlement Funds"). Payment of
the Settlement Funds shal} be as follows:
ANodember j ©, 2010
By no later than § er Fs3046, PRMG shall make a payment
of Three Hundred Fifty Thousand Dollars ($350,000,¢
HMovember ils: 20 10
Beginning on Qetsber45,2010, and on the fifted) ay OF each
month thereafter, the sum of Twenty Nine Thousand One Hundred
Sixty Sever Dollars ($29,167.00) shall be made until the balance

SETTLEMENT AGREEMENT & MUTUAL RELEASE.
Paye lott

(b)(6)

(6)(6)


(b)(4)

(b)(6)

of the Settlement Funds is paid ia full.

Payment shall be made by wire transfer made payable ‘to
“Mortgage Recovery Law Group Trust Account,” Account

Number: [—__ outing Number: Reference:
PRMG Settlement. CL —]

15 In the event PRMG defaults by failing to make a timely payment to the
FDIC as set forth in this Setdement Agreement, the FDIC shall give written notive of the
default to PRMG via overnight and electronic mail addressed to: Paul Rozo and Robert
Holliday, 1265 Corona Point Court, Suite 301, Corona, CA 92879, Emait:

1.6 PRMG shall have five (5) business days from date of the notice fo cure the
default. In the event that PRMG fails to cure the default within five (5) business days,
the remaining balance of the Settlement Funds will be immediately due and payable, and
the FDIC may pursue the immediate payment in full of all sums remaining due without
fierther dernand and may invoke all remedies permitted by applicable Jaw, The FDIC
shail be entitled to collect all expenses incurred in pursuing the remedies provided in this
paragraph, including, but not Jimited to, atiomeys” fees and costs incurred in collecting
all sums owing,

RELEASE

1.7 Unknown Claims, Each Party acknowledges that this Settlement
Agreement applies to all claims for injuries, damages, or losses of any type or nature
(whether those injuries, damages, or losses are Known or unknown, foreseen or
unforeseen, patent or latent) which that Party may have against the other Party arising
from the obligation to repurchase and/or indemnify for losses associated with the Parties”
Loan Purchase Agreement. Each Party hereby expressly waives application of California
Civil Code $1542 and any other similar statute or rule with respeot to the LOANS.

1.8 Cach Party certifies that they have read and understood the following
provisions of California Civil Code $1542, which states in pertinent part as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE. WHICH IF
KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED — HIS OR HER
SETTLEMENT WITH THE DEBTOR.”

SEPTLEMENT AGREEMENT & MUTUAL RELEASE
Page 2 of 6

(b)(4)


19 Bach Party understands and acknowledges that the significance and
consequence of its waiver of California Civil Code 81542 is that even if any Party should
eventually suffer additional damages arising out of the obligation to repurchase and/or
indemnify for fosses asseciated with the LOANS, the claims and causes of action that
were or could have been asserted relating to the obligation to the repurchase and/or
indemnify for losses associated with the LOANS, or any facts or circumstances related to
the obligation to repurchase and/or indemnity for losses associated with the LOANS, that
Party will not be able io make any claim against the other Party for those damages.
Furthermore, each Party acknowledges that it consciously intends these consequences
even as to claims for damages that may exist as of the date of this release but which that
Party does not know exists, and which, if known, would materiatly affect that Party’s
decision to execute this release, regardless of whether that Party’s lack of knowledge is
the result of ignorance, oversight, error, negligence, or any other cause.

4.18 Each Party hereby fully, finally, and forever releases and discharges the
other Party, and any and all of its respective past. present, and future affiliates,
employees, members, partners, joint venturers, independent contractors, attorneys,
insurers, investors, successors, assigns, representatives, officers, directors, shareholders,
independent contractors, predecessors, successors and assigns, and any corporation.
parinership or limited liability company which was or is at any tine the parent or wholly
owned subsidiary of such entity, and any such corporation's, partnership's or limited
lability company’s officers, directors, employees, or any corporation, partnership or
limited liability company which was or is an affiliate of such entity by virtue of common
ownership or control, and any such corporation’s, partnership's or limited liability
company’s. officers, directors, and/or employees of and from any and all actions, causes
of action, claims, demands, damages. debts, losses, costs, expenses, attorney fees or other
Labilities of every kind and nature whatsoever, whether legal or equitable and whether
known or unknown, arising out of, resulting from. or relating to, in any manner, the
obligation to repurchase and/or indemnity Jor losses associated with the LOANS, the
claims and causes of action that were or could fave been asserted relating to the
obligation to repurchase and/or indemnify for losses assuciated with the LOANS, or any
facts or circumstances related to the obligation to repurchase and/or indemnify for tosses
associated with the LOANS.

1.1f Notwithstanding any other provision in this Settlement Agreement, the
FDIC. does not release, and expressly preserves fully and to the same extent as if the
Settlement Agreement had not been executed any clainis against PRMG arising out of
existing or failed financial institutions other than IndyMac Bank, FSB.

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

1.43 No Admission. li is agreed that no Party hereto admits fiability or

SETTLEMENT AGREEME]
Pas

T& MUTUAL RELEASE
Pé