(b)(6)

convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

1.23 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 to thelr tights and obligations
created by this Settlement Agreement.

1.24 Entire Agreement. The Patties 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 vegotiations, agreements or understandings made
between or among the Parties, This Settlement Agreement shall aot be modified except
in @ writing signed by the Parties or their authorized representatives.

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

of this Settlement Agreement.
For: The Federal Deposit Insurance = For: ‘Firat Independent Bak

Corporation as Receiver for
IndyMac Bank, FSB

By:

By:

Name: Rvehauch Sv Gl Namez

Rad RAEN AR Et ware te oe wn en x G *
Tite: Cunupwse | Tite: Presi hie itt f Ledel> ~

pac Gly lil pate: _éel@ {ir

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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(b)(6)


Agreement, the prevailing party ehall, in addition to any other available relief, be entitled
to an award of reasonable attorney's foes and litigation expenses incurred in the
prosecution or defense of the action, including any appeal.

Li6 Severability, The Partics hereto agres 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 (egal or
invalid past, term or provision shall be deemed not to be part of this Settlement

Agreement.

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

148 Review and Understanding, The Parties have eatered 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 coats
and risks, Each of the Parties has consulted with legal counsel concerning this Settlement
Agreement and has conducted such inquiry as they deetn necessary and advisable priat to
entering into this Setflament Agreement. The Parties enter into this Settlement
Agreement understanding that facts or other circumstances may exist which are presently
auknown or undisclosed, ot which are different from or other then thase whieh they
believe to be the case, and the Parties voluntarily assurse all risks attendant to such
unknown, undisclosed, different, or additional facts or other circurnstances.

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

1.20 Counterparts/Exeeution. This Settlement Agreement may be executed
in one or more counterparts, all of which shall form a single agreament, 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 apon request.

L214 Waiver. No term of 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 decmed a
continuing waiver unless specifically stated therein, and the written waiver shall operate
only as to the specific term or coudition waived, and not for the future or as to any other
‘act than that specifically waived. ,

1.22 Headings. The headings of paragraphs herein are intended solely for the

SETTLEMENT AGRHEMENT & MUTUAL RELEASE
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(yd)

‘THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(Settlement Agreement”) is entered into and made effective as af the 3" day of June
2011C' Effective Date”), by and betwean the Federal Deposit Insurance Corpomtion as
Receiver for IndyMac Bank, FSB (“FDIC”) and First Independent Bank (“First
Independent"). The DIC and First Independent may hereinafter be referred to
individually as a “Party” or collectively as the “Parties.”

RECITALS

L.1 First Independent sold and/or delivered mortgage loans to IndyMac Bank,
FSB pursuant to various weltten agreements, A dispute has arisen between the Parties
with respect to outstanding demands for repurchase and/or indesnuity. Specifically,
IndyMac Bank, FSB made demands to First Independent for repurchase and/or
indemalfication based upon First Independent’s breach of the representations and
warranties as set forth in the written ageeoments.

4.2 — Without admitting Hability, the Parties desire to and have agreed to scitle
all repurchase and indemnification claims relating to the mortgage loans sold directly by
First Independent to IndyMac Bank, FSB (callectively, the “Loans”) upon the terms and
conditions hereinafter set forth.

AGREEMENT

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

L3 —_Revtials, The Recitals set forth above are incorporated into the body of
this Seitlement Agreement as though fully set forth herein,

14 Payment of the Settlement Funds. First Independent shall pay the total
sum of $50,000 (Fifty Thousand Dollars) (tie “Settlement Funds”) by no later than June

17,2011. The Settlement Funds shall be made by wire transfor made payable to
“Mortgage Recovery Taw Grp Trt avons" acon Nerbel |
Routing Number: Reference: First Independent

RELEASE
1.8  Uninowa Claims. Rach Party acknowledges that this Settlement

SETTLEMENT AGRERMENT & MUTUAL RELEASE
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bya)


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, forescen 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 Loans,
Each Party hereby expressly waives application of California Civil Code $1542 and any
other similar statute or rule with respect to the Loans as provided for herein. ,

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

“A GBNBRAL 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.”

1.7 Bach Party understands and acknowledges that the significance and .
consequence of its waiver of California Civil Code $1542 is that even if any Party should
eventually suffer additional darnages arising out of the obligation to repurchase and/or
indemnify for losses associated with the Loans, the claims and causes of ation 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
abligation to repurchase and/or indemnify for losses associated with the Loans, that Party
will not be able to 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
Pariy docs 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.

1.8 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, partaers, joint venturers, independent contraotors, attomeys,
insurers, investor, miccessors, assigns, representatives, officers, directors, shareholders,
independent contractors, predecessors, successors and assigns, and any corporation,

ip or limited Uability company which was or is nt any titne the parent or wholly
owned subsidiary of such entity, and any such corporation's, partnership's or limited
Labllity company's officers, directors, employees, or any corporation, partuership ar
limited ability company which was or is an affiliate of such entity by virtue of common
ownership or conteol, 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

SETTLEMENT AGRHEMENT & MUTUAL RELEASE
Page Zaks


of action, claims, demands, damages, debts, losses, costs, enpenses, attomey fees or other
Viabilities of every kind and nature whatsoever, whether legal or equitable and whether
known or unknown, arising aut of, resulting from, or relating to, in any manner, the
obligation to repurchase and/or indemnify for losses associated with the Loans, the
claims and causes of action that were or could have been asverted relating to the
obligation to repurchase and/or indemnify for losses associated with the Loans, or any
facts or circumstances related to the obligation to repurchase and/or indemnify for losses
associated with the Loans. :

19 Notwithstanding any other provision in this Settlement Agreement, the
FDIC does not release, and expressly preserves fully and to the same extant as if the
Ssttlement Agreement had not been executed any action taken by any other fedoral
agency. In addidoa, this Settlement Agreement does not purport to walve, or intent 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 for any federal judicial
district. in addition, the FDIC specifically reserves the right to seek court ordered
restitution pursuant to the relevant provisions of the Victim and Witness Protection Act,

18 U.S.C. § 3663, et seg., if appropriate.

1.10 Notwithstanding any other provision in thia Settlement Agreement, the

FDIC does not release, and expressly preserves fully and to the same extent as if the
Settlement Agraament had not been executed any claims against First Independent
arising out of exiating or failed financial institutions other than IndyMac Bank, FSB.

1.11 Conditions of Execution, Each Party acknowledges and warrants that its
execution of this Settlement Agreemont is free and voluntary.

1.12 No Admission. 11 is agreed that no Party hereto admits lability or
wrongdoing of any nature, and that this Settlement Agreement is made as a compromise
of disputed claims.

£13 Fair Meaning, The Parties hereto further agree that the Ianguage of all
paris of this Settlement Agreement shall in all cases be construed as a whole, aceording to
its fair meaning, and not strictly for or against any of the Parties.

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

1.15 Attorneys’ Fees, Should any action be commenced to enforce, interpret,
of seck damages, injunctive relief, or specific performance for violation of this Settlement

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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