1.26 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 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 te entering mie 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,

1.21 Approval and Authority, The Parties represent and warrant to one.
another that the approval of this Settlement Agreement has been undertaken in a
proper and lawful manner and that they have the requisite power and authority to
enter into and to perform their obligations under this Settlement Agreement. The
FDIC represents and warrants for the benefit of RMC and the persons released by
the FDIC under this Agreement that it is signing this Agreement in its capacity as
receiver of any and all Closed Institutions.

122 Number. Whenever applicable, the singular shall include the plural,
and the plural shall include the singular. Terms of inclusion are not limiting, so
that “including” means including but not limited te.

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

124 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 te the specific term oar condition waived, and not for the
future or as to any other act than that specifically waived.

1.28 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.

1.26 Subsequent Agreements. The Parties agree that, upon the reasonable
request of the other Party, they shall execute, acknowledge, and deliver any
additional instruments or documenta 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 juriadiction, now in effect or hereinafter enacted, that
may affect the rights of the Parties as between themselves or othets with respect to
their rights and obligations created by this Settlement Agreement.

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partnership or limited liability company which was or is an affiliate of such entity
by virtue of common ownership or control, and any such cerporation’s,
partnership's or limited lability 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 abilities of every kind and nature
whatsoever, whether legal or equitable and whether known or unknown, arising out
of, resulting from, in connection with, or relating to, in any manner, the obligations
of the FDIC to repurchase and/or indemmify for losses associated with the Loans or
the Claims, including the claims and causes of action that were or could have been
asserted relating to the obligation to repurchase and/or indenmify 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.

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

1.14 No Admission. It is agreed that no Party hereto, nor any of the
persons (including entities) released by any Party under this Agreement, admits
liability or wrongdoing of any nature, and that this Settlement Agreement is made as
a compromise of disputed claims. This Settlement Agrcement shall not be
construed as any admission of liability or wrongdoing of any nature, nor offered as
evidence of such an admission in any court or legal preceeding.

L1S Fair 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.

L16 Governing 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
controlled by the internal law of Califomia without regard to conflict of law
principles.

147 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 attomey’s fees and litigation
expenses incurred in the prosecution or defense of the action, including any appeal.

1418 Severability. The Parties hereto agree that if any provision of this
Settlement Agreement is declared by any court fo be illegal or invalid, the validity
of the remaining parts, terms or provisions shall not be affected thereby, and such
iflegal or invalid part, term or provision shall be deemed not to be part of this
Settlement Agreement,

119 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, as well as the persons (including entities)
released by any Party under this Agreement.

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127 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
representatives.

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.

For: The Federal Deposit Insurance For: Residential Mortgage Capital,
Cerporation A Cali

(bX6) (b)6)
BY By]

Name: R tcdvavek Ss CB. Y Name TIM WHY ¥. TloRSTAD
Title: ¢ nSQALW Se. aw. litle: Pigecror..
Date: 3 27-25 \s Date: elailio

By:
Name:

Title:

Date:

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

‘THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (“Settlement
Agreement”) iz entered into and made effective as of the 1s* day of August, 2010
(“Effective Date”), by and between the Federal Deposit Insurance Corporation (FDIC”)
and Residential Mortgage Capital, a California corporation CRMC"). The FDIC and RMC
may hereinafter be referred to individually as a “Party” ot collectively as the “Parties.”*

RECITALS

1.1 At times prior to the Effective Date, RMC brokered, processed, sold
and/or delivered mortgage loans (“Loans”), sometimes pursuant to written
agreements, to or in connection with various FDIC-insured banks and savings
institutions which were closed and placed under Receivership with the FDIC on or
before August 15, 2010 (“Closed Institutions”), including IndyMac Bank, FSB
IndyMac’), Downey Savings and Loan Association, FA (“Downey Savings”)
and Washington Mutual Bank, NA WaMu”),

12. A dispute has arisen between the Parties with respect to outstanding
demands for repurchase and/or indemnity made by Closed Institutions. Specifically,
IndyMac and Downey Savings made demands to RMC for repurchase and/or
indemnification based upon a finding of a breach of the representations and
warranties as set forth in their respective written agreements, or otherwise in
connection with Loans brokered, processed, sold and/or delivered between RMC
and the Closed Institutions. Repurchase, indenmification, breach of representation
or warranty and/or negligence claims of the FDIC related to Loans brokered,
processed, sold and/or delivered between RMC and the Closed Institutions,
including such claims of IndyMac and Downey Savings, are referred to in this
Settlement Agreement as the “RMC Claims”.

4.3 The claims asserted by the FDIC include claims that employees, officers
directors and shareholders of RMC and/or employees, officers, directors and
shareholders of Pinnacle Capital Mortgage Corporation, or others acting in connection
with them, are obligated to the FDIC for claims arising out of, related to, or in
connection with acts or omissions performed or not performed af any time prior to the
Effective Date in connection with RMC, including conduct related to distributions
authorized or paid fo them or others, preparation or approval of financial statements, and
other decisions made by them or actions or omissions by them in connection with RMC
only, (whether in their capacities as employees, officers, directors, shareholders or
otherwise, collectively, the “Director Claims”).

14 Without admitting liability, the Parties desire to and have agreed to
settle any and all FDIC claims arising out of, related to, or in connection with () the
Director Claims and (ii) the RMC Claims (all such Director Claims and RMC
Claims collectively, the “Claims”) upon the terms and conditions hereinafter set
forth.

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()(6)

1.27 Entire Agreement. The Parties hereto firther 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
shali not be modified except in a writing signed by the Parties or their authorized

representatives.

IN WETNESS 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: The Federal Deposit Insurance
Corporation

Fer: Residential Mortgage Capital,
A Call i

By:

(b)(6)

By:

Name: Ree ava S& CV Name: Lacey Keansteemeree.

Title: Couws (

Title: Dinsero ied Aarrwaczat RepeesEuT ATVs

Dae: 3 -27- DQO\ vate _ fase9T 31, 2010

SETTLEMENT AGREEMENT & MUTUAL RELEASE

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(bya)

AGREEMENT

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:

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

16 Payment of the Settlement Agreement. RMC shall pay or cause the
payment of the total sum of $913,000 (Nine Hundred Thirteen Thousand Dollars}
(the “Settlement Funds”) by no later than September 3, 2010, Payment shall be
made by wire transfer made payable to “Mortgage Recovery Law Group Trust
Account,” Account Number. Routing Number:
Reference: RMC Settlement.

RELEASE

17° 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 injuties, damages, or losses are known or unknown, foreseen
or unforeseen, patent or latent) which that Party may have against the other Party
arising out of, related to, or in connection with the Claims, including the obligation to
repurchase and/or indemnify for losses associated with the Loans. Rach Party
hereby expressly waives application of California Civil Code §1542 and any other
similar statute or rule of any jurisdiction. °

18 Each Party certifies that it has read and understood the following
provision 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.”

19 Each Party understands and acknowleiiges that the significance and
consequence of its waiver of California Civil Cade $1542 is that even if any Party
should eventually suffer additional damages arising out of, related to, or in
connection with ihe Claims, including 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 asserted relating to the Claims, including the obligation to the
repurchase and/or indetnnify for losses associated with the Loans, or any facts or
circumstances related to the Claims, including the obligation 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, cach
acknowledges that it consciously intends these consequences even as to claims for

SETTLEMENT AGREEMENT & MUTUAL RELEASE
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by)



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.

110 The FDIC hereby fully, finally, and forever releases and discharges
RMC and any and all of its respective past, present and future employees, officers,
directors, shareholders, members, partners, joint venturers, independent contractors,
altomeys, accountants, insurers, investors and their respective predecessors,
successors, assigns and representatives (including Thomas Halbach, James
Chapman, David Martinez, Mary Alger, Robert Boliard, Boliard Takaguchi &
McBride, LLP, and their respective past present and future employees, officers,
directors, shareholders, members, partners, joint venturers, independent contractors,
attomeys, accountants, insurers, investors and their respective predecessors,
successors and assigns), Pinnacle Capital Mortgage Corporation and its employees,
officers, directors and shareholders, and any corporation, partnership or limited
ability 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, or any corporation, partnership or limited
liability company which was or is an affillate 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 ail actions,
causes of action, claims, demands, damages, debts, losses, costs, expenses, atlomey
fees or other liabilities of every kind and nature whatsoever, whether legal or
equitable and whether known or unknown, atising out of, in connection with or
resulting from, or relating te, in any manner, the Claims, including the obligation to
repurchase and/or indenmify for losses associated with the Loans, the claims and
causes of action that were or could have been asserted relating to the Claims,
including the obligation te repurchase and/or indemmify for losses associated with
the Loans, or any facts or circumstances related to the Claims, moluding the
obligation to repurchase and/or indemnify for losses associated with the Loans.

111 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 action taken by any other
federal agency. In addition, this Settlement Agreement docs 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 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, e¢ seg., if appropriate.

1.12, RMC hereby fully, finally, and forever releases and discharges the
FDIC, and any and all of its respective past, present, and future 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,
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, or any corporation,

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