slaims, demands, damages, debts, losses, costs, expenses, attorney fees or other liabilities

of every kind and nature whatsoever, whether legal or equitable and whether known or

unknown, arising out of resulting from, or relating to, in any manner, to any damages,

oss, or liability arising from, in conjunction with, of related to the ee TON or_____.(b)(6)
any facts.or circumstances related to-the} I DOAN.

3.6 Notwithstanding any other provision of this Settlement Agreement, the
FDIC does not release, and expressly preserves fully and to the same extent as if the
Seitlement Agreement had not been executed any claims against SKYLINE arising out of
existing or failed financial institutions other than INDYMAC.

3.7 — Notwithstanding any other provision, by this Settlement Agreement, the
FDIC does not release, and expressly preserves fully and to the seme extent as ifthe
Settlement Agreement had not been executed, any action taken by any other federal
agency. In addition, this Settlement Agreement does not purport to waive, or Intend to
waive, any claims which could be brought by the United States through either the
Department of Justice or the United States Attorney's Office in any Tederal judicial
district. In addition, the FDIC specifically reserves the right to seek court ordered
restitution pursuant to the relovant provisions of the Victim and Witness Protection Act,
18 US.C. § 3663, ef seq., if appropriate.

4, MISCELL, OUS

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

4.2 No Admission. It is agreed that no Party hereto admits liability or
wrongdoing of any nature, and that this Settlement Agreement is made as a compromise
of disputed claims.

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

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

4.5 Attorneys Fees and Casts. 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.

46 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

BAA021 143NGS. | (5662-089) SETTLEMENT AGREEMENT Page 3 of &

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4.14 Entire Agreement. The Parties hereto further agree and promise that this
Settlement Agreement sets forth the entire agreement between and among the Parties and
fully supersedes any and all prior negotiations, agreements or understandings made
between or among the Parties. This Settlement Agreement shall not be modified except
in a writing signed by the Parties or their authorized represeniatives.

IN WITNESS WHEREOE, 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.

DATED: January , 2011 THE LAW OFFICES OF HENRY KNEBEL
APPROVED AS TO FORM

By:

Henry A. Knebel
Attorneys for Defendant SKYLINE
FINANCIAL CORP.

DATED: January 2011 SKYLINE FINANCIAL CORP.
By:
Signature

Type/Print Name and Title.

DATED: January 22,2011 ANDER SON MicPHARLIN & CONNERS Li

ee) APPROVED AS TO FORM

Vi VIDENER
Attorneys for Plhintiff FEDERAL DEPOSIT
INSURANCE GORPORATION, as Receiver for
INDYMAC BANK, FSB.

$4402 1. 145083.1 (5662-089) SETTLEMENT AGREEMENT Page 7 of 8


3.2 The Parties acknowledge and agree that (1) SKYLINE processed,
packaged and/or sold other mortgage loans to INDYMAC which are not described in
paragraph 1.4 of this Settlement Agreement; (i) that SKYLINE claims that INDYMAC
was engaged in managing SKYLINE's construction loan department in connection with
ather mortgage loans not described in paragraph 1.4 of this Seftlement Agreement; and
(iD that this Settlement Agreement and the Release does nat apply to the release of
claims related to mortgage loans other than theL__ ~~--- LOAN, -Both-the FDIC and (b)(8)
SKYLINE expressly reserve their rights to pursue any and all claims and causes of
action either of them may haye in Jaw or equity against the other party arising out of any
mortgage loan.other-than-th LOAN,

3.3. The Parties hereby expressly waive application of Califomia Civil Code

£342-28-it-velates to the| LOAN. The Partles certify 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 bis or her favor at the
time of executing the release, which if known by him or her
raust have materially affected his or her settlement with the
debtor.

3.4 The Parties understand and acknowledge that the significance and
consequence of its waiver of California Civil Code $1542 is that even if either Party
should eventually suffer additional damages arising from or in conjunction with the

LOAN or any facts or circumstances related to the LOAN, that _(b)(8)
Party will not be able to make any claim against any other Party Tor Tiose damages.
Furthermore, each Party acknowledges that they consciously intend these consequences
ever as to claims for damages that may exist as of the date of this release relating to the

OAN, but which that Party does not know exists, and which, if known,

would materially affect that Party's decision to execute this release, regerdless of whether
that Party's lack of knowledge is the result of ignorance, oversighi, error, negligence, or
any other cause.

3.5 Except for the rights, duties, and obligations set forth in this Settlement
Agreement aad all claims which SKYLINE may decide to pursue against any person
identified in Section 2.5 of this Settlement Agreement, the Parties oach hereby fully,
finally, and forever release and discharge the other Parties, and any and all of its
respective, employees, brokers, investors, members, partners, joint venturers,
independent contractors, attorneys, accountants, insurers, agents, Investors,
representatives, officers, directors, and any corporation, partnership or limited liability
company which was or is at any time the parent or wholly owned subsidiary of such
entity, and any such corporation's, partnership's or limited liability company's officers,
directors, employees and/or agents, or any corporation, partnership or limited Hability
company which was or is an affiliate of such entity by virme of common ownership or
control, and any such corporation's, partnership's or limited labiligy company’s, officers,
directors, employees and/or agents of and from any and all actions, causes of action,

BARR TABOSS, 1 {8662-080} SETTLEMENT AGREEMENT Page 4 of &

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remaining parts, terms or provisions shall not be affected thereby, and such illegal or
invalid part, tern or provision shall be deemed not to be part of this Settlement
Agreement.

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

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

43 | Npember. Whenever applicable, the singular shall include the plural, and
the plural shall include the singular.

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

4.14 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 term or condition waived, and not for the future or as to any other
act than that specifically waived.

4.12 Headings. The headings of paragraphs berein are intended solely for the
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

4.13 Subsequent Agreements. The Parties agree that, upon the reasonable
request of the other Party, they shall execute, acknowledge, and deliver any additional
instruments or documents that may reasonably be required to carry out the intentions of
this Settlement Agreement, including such instruments as may be required by the laws of
any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the
Parties as between themselves or others with respect io their rights and obligations
created by this Settlement Agreement.

44021 142005.3 (36824089) SETTLEMENT AGREEMENT Page Gof 8

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DATED: January 24.2011

BAO2} 143065

(Sb2.0893

FEDERAL DEPOSIT INSURANCE

CORPORATION, as Receiver for INDYMAC

BANK, F.S.B.

(b)(6)

By:

Signature

Riclad S GAL, Counsel

Tepe/Print Name and Tile

SEPPLEMENT AGREEMENT

Page & of B


SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT ("Settlement Agreement”) is entered into
and made effective as of the “243th day of January 2011 ("Effective Date”), by and
between FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, F\S.B, ("FDIC") and SKYLINE FINANCIAL CORP.

( SKYLINE”), The FDIC and SKYLINE may hereinafter be referred to individually as a
“Party” or collectively as the "Parties",

L RECTE

14. Onorabout March 10, 2010, the FDIC filed a lawsuit entitled FEDERAL
DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR INDYMAC BANK, F.S.B.
y. RPM MORTGAGE, a California corporation dba PLATINUM CAPITAL GROUF, a
California corporation; PLATINUM CAPITAL GROUP, a California corporation;
SKYLINE FINANCIAL CORP., a California corporation; SKYLINE FINANCIAL CORP,
dba STRATFORD, business entity unknown and STEPHANIE GREEN, an individual,
Case No. CV10-01758-ODW (hereinafter "Action"}. The FDIC filed its First Amended
Complaint on March 19, 2610, Through the First Amended Complaint, the FDIC sought
damages from SKYLINE arising ont of the QAN-(as hereinafter defined). (b)(6)
The First Amended Complaint included two claims for relief against SKYLINE for
breach of contract and professional negligence. In its answer, SKYLINE denied it was
liable to the FDIC for damages.

4.2 Qn May 3, 2010, SKYLINE filed a Cross-Claim for Breach of Contract,
Negligence, and Indemnity against STEPHANIE GREEN ('GRBEN"), PLATINUM
CAPITAL GROUP, KEVIN DAUM and STRATFORD FINANCIAL SERVICES,
GREEN filed a response to the Cross-Claim on July 30, 2010 denying the allegations.
KEVIN DAUM filed for bankruptcy and has net appeared in the case. PLATINUM
CAPITAL GROUP and STRATFORD FINANCIAL SERVICES failed te respond to the
Cross-Claim and their defaults were entered on August 3, 2010.

13 The FDIC alleged in its First Amended Complaint that on or about
Ootober 1, 1996, INDYMAC BANK, F.S.B, CINDYMAC”) and SKYLINE entered into
a business relationship governed by a Seller Contract (hereinafter “Seller Agreement”).
The FDIC alleged that the Seller Agreement was amended, supplemented or otherwise
modified from time to time. The FDIC has alleged in its First Amended Complaint that
the Seller Agreement and INDYMAC's Lending Guide, which was made part of the
Seller Agreement by incorporation, allegedly set forth the terms and conditions pursuant
to which INDYMAC would purchase and/or fund loans processed, packaged and
submitted by SKYLINE.

14 The FDIC alleged in its First Amended Complaint in the Action that
pursuant to the terms of the Seller Agreement and the Lending Guide, SKYLINE

submitted to INDYMAC the Construction to Permanent Residence Loan to &}6)
and | Goan. Nof ] in the principle amount o!
R402) 145085.1 ($682-089) SETTLEMENT AGREEMENT Page fof 8

eb }{6)



4.14 Entire Agreement. The Parties hereto further agree and promise that this
Setilement Agreoment sets forth the entire agreement between and among the Parties and
fully supersedes any and all prior negofiations, agreements or understandings made
between or among the Parties. This Settlement Agreemént shall sot be modified except
in a writing signed by the Parties or their authorized representatives.

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

of this Settlement Agreement,

DATED: January & 6 , 2011
APPROVED AS TO FORM

DATED: January _ zith, 2611

DATED: January, 2011
APPROVED AS TO FORM

$4024 183005. 1 5662-089)

THE LAW OFFICES OF HENRY ENEBEL

(bX6)
By
se? Rnebdel
Attorneys for efit SKYLINE,
FINANCIAL CORP.
SEYLINE FINANCIAL CORP.
(bX6)

Signature
Chris Welastock.
Chief Lea of and Risk Offer

Type/Print Namédnd Title

ANDERSON, MePHARLIN & CONNERS LLP

By:

VANESSA H. WIDENER
Attorneys for Plainthi f FEDERAL DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, F.S.B.

SETTLEMENT AGREEMENT Page 7 of &

fore)



()(6)

()(6)

$2,025,000.00 which loan was secured by 7 meen VR the property

located.at. = arrison, Idaho AN").

8 The FDIC claimed SKYLINE breached certain representations and
warranties contained in the Seller Agreement and the Lending Guide with respect to the
LOAN. The FDIC alleges that it demanded SKYLINE repurchase or
indemmify the PDIC for losses it sustained by the FDIC on the] LOAN

3.6 SKYLINE disputes the FDIC's claims relating to the[_ ———]LOan.
Specifically, and without limitation, SEYLINE denies that it breached the representations
and warranties provisions of the Selfer Agreement and the Lending Guide or that it
breached any duty owed to the FDIC, or that the FDIC and/or INDYMAC suffered or
will suffer any loss, damage, or cost related in any way to the LOAN.

L7 SKYLINE alleged that INDYMAC and SKYLINE entered into a
contract under which INDYMAC induced SKYLINE to create a construction toan
department to be operated under INDYMAC's management discretion for the generation,
processing, and making of construction loans (the “INDYMAC Management
Agreement"). SKYLINE alleged thatthe E==JLOAN was subject to the
INDYMAC Management Agreement and that INDYMAC breached the INDYMAC

Management-Agi t-as-itrelates to the ILOAN, The FDIC disputes
SKYLINE's allegations regarding the INDYMAC Management Agreement, and that
INDYMAC breached any duty owing SKYLINE related to the LOAN or aby.
other joan,

1.8 The Parties desire and have agreed to settle all claims between the FDIC
and SKYLINE relating tothe] Loan.

1.9 Por purposes of this Settlement Agreement, the term “Released Claims”
shall mean all claims, canses of action, or allegations of loss which either the FDIC or
Skyline did or conld have made jn the Action or any other lawsuit against the other Party
to this Settlement Agreement arising from or related to the oan.-The.term.
“Released Claims” does not melude any claims, causes of action, or allegation of loss
either of them did or could have made in the Action or in any other lawsuit against
GREEN, PLATINUM CAPITAL GROUP, KEVIN DAUM, STRATFORD

FINANCIAL SERVICES, and/or Jer any of thelr
spouses, officers, directors, agents, successors, employees, or members.

2. AGRE NT

NOW, THEREFORE, in consideration of the mutual covenants 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:

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

SAMO RE MIOSS, ECSEGRO9} SETTLEMENT AGREEMENT Page 2 of &

(b)(6)

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

(b)(6)

Kb ){6)



()(6)

2.2 Payment to the FDIC. Payment of Two Hundred Seventeen Thousand
Five Hundred Dollars and no/cents ($217,500.00) (the "Settlement Funds”) shall be paid
on behalf of SKYLINE to the FDIC within [0 business days of the execution of this
Settlement Agreement. SKYLINE shall deliver the Seitiement Funds to the FDIC o/o
Anderson, MoPharlin & Conners, LLP at 444 8. Flower Street, 31 Floor, Los Angeles,
California, 90071, Attn: Vanessa H. Widener. The Settlement Funds shall be paid by
certified funds made payable to Anderson, McPharlin & Conners Trust Account.

23 Assignment of Claims against Green, SKYLINE hereby assigns to the
FDIC the claims SKYLINE assorted against GREEN in the Cross-Claim referenced in
paragraph 1.2 above. Within 5 business days of executing this Settlement Agreement,
SKYLINE shall file and serve on all parties te the Action, a request for dismissal without
prejudice of its Cross-Claim against GREEN. SKYLINE agrees to cooperate with the
FDIC in documenting any settlement that may be reached between the FDIC and GREEN
atising from the claims asserted in the Action and Cross-Claim.

2.4 Within 10 business days of the FDIC's counsel's receipt of the fully
executed Settlement Agreement and the Seitlement Funds and the fiting of the dismissal
of SKYLINE's Cross-Claim against Green, the FDIC's counsel shall file a request for
dismissal of the Action with prejudice as to the claims asserted against SKYLINE.

25 The Parties specifically acknowledge that this Settlement Agreement is
intended to release only the Relezsed Claims, and nothing herein shall be deemed to
selease any claim clther Party now has or may ever have had against GREEN,
PLATINUM CAPITAL GROUP, KEVIN DAUM, STRATFORD FINANCIAL

SERVICES, and/or{, ]} or any other person or entity.

‘The FDIC specifically acknowledges that SKYLINE intends to pursue other persons

and/or entities, including but not limited to PLATINUM, and/or (b)(6)
for damages, loss, liability, and indemnity relating to the] LOAN, (b)(6)

2.6  AtSKYLINE's request, the FDIC shall cooperate with SRYLINE in its
pursuit by fawsuit or pthenwize of any third party for losses claimed by SKYLINE arising
from or related to the LOAN,

2.7 The Parties shall bear thelr own costs and attorneys’ fees incurred in the
Action.

3. RELEASE

3.1 Known and Unknown Claims. The FDIC and SKYLINE acknowledge
and agree that the release they give to each other upon executing this Settlement
Agreement applies to all claims for injuries, damages, or losses of any type or nature
(whether those injuries, damages, or losses are known or unknown, foreseen or
unforeseen, patent en they may have against each other arising from or in

eonjunction witt the| LOAN as described in paragraph 1.4 of this Settlement
Agreement.
BAAODELABO8S.1 (5662-089) SETTLEMENT AGREEMENT Page 3 of 8

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