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and risks, Each Party has consulted with legal counsel concerning this Settlement
Agreement and has conducted such inquiry as it deems 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
helieye to be the case, and the Parties voluntarily assume all risks attendant to such
unknown, undisclosed, different, or additional facts or other circumstances.

49 Number. Whenever applicable, the singular shall include the plural,
ancl the plural shall include the singular.

4.10 Counterparts/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 shell be valid and effective
for all purposes as an original signature, provided, however, that the original signature
shall be produced upon request.

4.11 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
abt than that specifically waived,

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

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
tights of the Parties as between themselves or others with respect to their rights and
obligations created by this Settlement Agreement.

4.14 Ownership of Claims. The FDIC represents and warrants that it has
retained, owns and/or has the rights to settle and release all claims under the Contract
relating to the LOANS, including without limitation, the repurchase and indemnification
claims. This representation and warranty is a material inducement for DH] entering into
ihis Settlement Agreement and shall survive the execution and delivery of this Settlement
Agreement.

871866. 169961. 167272.

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Page 4

eourt ordered restitution pursuant to the relevant provisions of the Victim and Witness
Protection Act, 18 U.S.C. § 3663, et seq., if appropriate.

4, MISCELLANEOUS

4.1 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 solely as a
copipromise of disputed claims.

4.3 Fair Meaning. The Parties hereto farther agree that the language of
all parts of this Setilement 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.

44 Governing Law. The Parties agree to submit to the United States
District Court for the Central District of California, for any dispute arising out of this
Settlement Agreement, or related thereto, and consent to the exclusive jurisdiction of said
Court over any such dispute, and further agree that any and all matters of dispute shall be
adjudicated, governed and controlled under federal law or California law, as applicable,
without regard to any otherwise applicable principles of conflicts of law or choice of law
rules that would result in the application of the substantive or procedural rules or laws of
any other jurisdiction.

4.5 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 fo any other available relief,
be entitled to en award of reasonable attomeys’ fees and litigation expenses incurred in
the prosecution or defense of the action, including any appeal.

4.6 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 illegal or
invalid part, term or provision shall be deemed not. to be part of this Settlement
Agreement,

4.7 Binding Effect. This Setflement 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 understanding the meaning
and effect of all of its terms and provisions, and fully understanding its and their costs

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4.18 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 thelr authorized representatives.

[SIGNATURES ON FOLLOWING PAGE]

SHBG OTIOL1G722.9

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Page 1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(‘Settlement Agreement”) is entered into and made effective as of the __. day of May,
2011 (Effective Date”), by and between the Federal Deposit Insurance Corporation as
Receiver for IndyMac Bank, FSB and as Receiver for IndyMac Federal Bank, FSB
(collectively, “FDIC’) and DHI Mortgage Company, Lid. (*DHI?). The FDIC end DHE
may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

L RECITALS

4.1 DUI sold and/or delivered mortgage loans to IndyMac Bank, FSB,
pursuant to one or more-contacts including, without limitation, the Seller Contract and ¢
MITS User Agreement dated as of April 22, 2004, and all amendments, modifications,
addenda, supplements and/or extensions to any of the foregoing, and Mortgage Loan
Purchase and Iriterim Servicing Agréement dated July 29, 2005 (collectively the
“Contract”).

1.2 A dispute has arisen between the Parties with respect fo demands for
repurchase and/or indemnity arising from the Contract. Specifically, IndyMac Bank,
FSB and the FDIC made demands to DHI for repurchase and/or indemnification based
upon a claim of a breach of representations and warranties set forth in the Contract.

1.3 On or about March 2, 2010, the FDIC filed a lawsuit entitled Federal
Deposit Insurance Corporation as Receiver for indyMac Bank, FSB. v. DHT Mortgage
Company, Lid; United States District Court Case CV10-1560-PA (RCx) (C.D. Cal)
(hereinafter “Action"} seeking darnages arising from alleged breaches of representations
and warranties set forth in the Contract.

14 Without admilting Nability, the Parties desire to and have agreed to
settle all claims by IndyMac Bank, PSB relating to all mortgage loans that were sold at
any time and in any manner, directly or indirectly, by DHI to IndyMac Bank, FSB
pursuant to the Contract, whether or not such mortgage loans were the subject of the
Action or were otherwise subject of a claim or demand made by IndyMac, FSB and/or
the FDIC (collectively, the “LOANS”) upon the terms and conditions hereinafter set
forth.

oa AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and fer other goad and valuable congideration, the receipt and sufficiency of
which are hereby acknowledged by the Parties, the Parties, intending te be legally bound,
agree as follows:

SFIS. JOTSGL ASTID)

SETTLEMENT AGREEMENT & MUTUAL RELBASE.
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Page 7

IN WITNESS WHEREOER, 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 For: DI Mortgage Company, Ltd.
Corporation as Receiver for By DHI Mortgage Company GP
IndyMac Bank, FSB ine., its general parmer
(b)(6) BY: L By:
Name: fsa haved 3. Cas V Name: Mark © Wie
Title: Ca¢ Gi Smee { Title: CE EV e
date SS et Date: sla
For: Federal Deposit Insurance
Corporation as Receiver for
IndyMac Federal Bank, FSB
(b)(6) By:

Name: Ric Mads §.GiVl
Title: Cou el

Date 4° - 2.77 -\A

B7EROG. 167361 167222,1

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(b)(6)



Page 2

2.1 Revitals. The Recitals set forth above are incorporated into. the body
of this Setilement Agreement as though fully set forth herein.

2.2 Payment of the Setflement Funds. By no later than May 31, 2011
or one business day after receipt of a fully executed Settlement Agreement, DHI shall pay
the total sum of One Million One Hundred Thousand Dollars ($1,100,000.00) (the

“Settlement Funds”). Payment shall be made by wire transfer made_pavable ts
“Mortgage Recovery Law Group Trust Account,’ Account Number:

Routing- Number; Reference: DHI Settlement.

2.3 Dismissal of Action. Within five (5) business days of the FDIC’s
counsel’s receipt of the fully executed Settlement Agreement and the FDIC's receipt of
the Settlement Funds, the FDIC’s counsel shall file a Stipulation for Dismissal of the
Action With Prejudice in a mutually-agreed upon form.

2.4 Costs and Attorneys Fees. The Parties shall bear their awn costs
and attorneys’ fees incurred in the Action.

3, RELEASE

3.1 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 or in connection with any
obligation to repurchase and/or indemnify for losses associated with the LOANS. Each
Party hereby expressly waives application of California Civil Code $7542 and any other
similar statute or rule,

3.2. Each Party certifies that it has read and understood the following
provisions of California Civil Code §1542, which states in pertinent part as follows:

“A general release dees 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.”

3.3 Bach Party understands and acknowledges that the significance and
consequence of its waiver of California Civil Code $1542 is that even if any Party G)
should eventually suffer any or additional damages arising out of the obligation to
repurchase and/or indemnify for losses associated with the LOANS, or (ii) become aware
of additional claims and causes of action that could have been asserted relating to
obligation to repurchase and/or indemnification for losses associated with the LOANS, ot
of any facts or circumstances related to the obligation to repurchase and/or indemnify for

BPRS, 1G736L LATE

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(b)(4)


Page 3

losses associated with the LOANS, that Party will not be able to make any claim against
the other Party for those damages and/or claims. 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 materially 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.

34 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, independest contractors, atlomeys,
insurers, investors, successors, assigns, representatives, officers, directors, shareholders,
predecessors, suocessors and assigns, 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, and/or 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, partership's or Hmited 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 liabilities of every kind and
nature whatsoever, whether legal er equitable and whether known or unknown, arising
out of, resulting fiom, or relating to, in any manner, the obligation to repurchase and/or
indemnify for losses. assaciated with the LOANS, the claims and causes of action that
have been or could have been asserted relating to the obligation to repurchase and/or
indemnify for losses associated with the LOANS, and any and all facts of circumstances
related to the obligation to repurchase and/or indemnify for losses associated with the
LOANS.

3.5 Notwithstanding any other provision in this Settlement Agreement,
this Settlement Agreement does not release, and the FDIC expressly preserves fully and
to the same extent as if the Settlement Agreement had not been executed any claims
against DHI arising out of existing or failed financial institutions other than IndyMac.
Bank, PSB, IndyMac Federal Bank, FSB, and OueWest Bank, FSB or its affiliates (to the
extent that OneWest Bank, PSB or its affiliates now or in the future owns any of the
LOANS, or interests in or related fo any of the LOANS, previously sold by DHI to
IndyMac Bank, FSB).

3.6 Notwithstanding any other provision in this Settlement Agreement,
this Settlement Agreement does not release, and the FDIC expressly preserves filly and
to the same extent as if the Setlement 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 branght-by the United
States through either the Department of Justice or the United States Attorney’s Office for
any federal judicial district. In addition, the FDIC specifically reserves the right to seek
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