of this Agreement, that the terms of this Agreement have been completely read and explained to
the parties by their attorney, and that those terms are fully understood and voluntarily accepted
by the parties,

1], Authority, Each person signing this Agreement on behalf of any entity warrants
or represents that he/she has the full and complete authority to enter into this ‘Agreement on
behalf of that entity.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as

of the date indicated by each party’s signature.

2400 McCue Residential, LP. ove)
Witnesse:
(bX6)
By: By:
Name: Srepha mic Dx Woe Name: Konaicd Le he 2a fE-
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Title: <praungen forte
By:
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‘Name: t
Choice Condominiums LLC oye
(6)(6) Witnessd (x6)
By] By: _
Name Brephnania. Preaek Name: Kemal L be te fF
(bX6)

Title: D2Htrctnny L PY ible,

By:

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Name: / iy odted maid Ee] Date: vA Lis Lg
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(b}(6)

Witnesses

Name: Cink, Lelés

By:

Name: Avia Rabin ial

Federal Deposit Insurance Corporation, as
Receiver for IndyMac Federal Bank, FSB

By:

Name: | Nok. Dvrca

Title: Loaner secd

Date: fnb. € 2610

(bx{6)



Reata Residential, LP.

Witness Ne)
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Choice Condominiums GP, LLC
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Name: C0 . ‘
Braeswood Park Residential, LP
(bX6) Witnesse: (bX6)
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Choice Condominiums IL LP

Witnesse] (6)
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Name: SVC OVioway & Orme Name: _J cand rte fF
Title: —Ptteee—, Za
By:
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Choice GRLLLC
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Name: Blegnanie Doo Name: Foon? 2 LozeZ/=
Tile: Qian, (Peta
By: ’ y)
7h, of j l p eo Date: le / & fe. Z
Name: A CAMA Lt: { eI .
Choice Condominiums V, LP
Witnesses (by)
By: By: J

Name: sKon aie Drapele-

Name: (Comrat L L borelFE

By:

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Tithe: JB pte Vi tnt,
Date: A 4-4 é L &



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Witnesg
By:

Name: glean fe Qape le

By:

Name: 1 Ode. lk sa ia

Witnes

By: |.

Name; we

By:

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Witnesses
By:
Name:

By:

Name:

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Choice Condominiums VI, LP

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By: =
Name: i wel b fo ey
Title: “LD ters recy freer
Date: fit b LAD.
Ronald Lozoff.

(b}(6)

Name: Mow wh bt bozo fer

Date: i lie los

Joseph Harman

Name:

Date:



RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (“Agreement”) is entered into this __ day of
» 2009, by and between Federal Deposit Insurance Corporation, as
Receiver for IndyMac Federal Bank, FSB (“FDIC”) and 2400 McCue Residential, L.P.; Choice
Condominiums V, LP, Choice Condominiums LLC; Choice Condominiums Il, LP; Choice GP,
LLC; Reata Residential, L.P.; Choice Condominiums GP, LLC; Braeswood Park Residential,
LP; Choice Condominiums VI, LP; Ronald Lozoff; and Joseph Harman (2400 McCue
Residential, L.P.; Choice Condominiums V, LP,Choice Condominiums LLC; Choice
Condominiums II, LP; Choice GP, LLC; Reata Residential, L.P.; Choice Condominiums GP,
LLC; Braeswood Park Residential, LP; Choice Condominiums VI, LP; Ronald Lozoff: and
Joseph Harman shall be referred to collectively as the “Developer Defendants”) with respect to
the claims made in the case captioned Federal Deposit Insurance Corporation, as Receiver for
JndyMae Federal Bank, FSB v. First American Title Insurance Co. et al., in the 129th Judicial
District Court of Harris County, Texas, Cause No. 2008-22322 (the “Litigation”).
RECITALS
WHEREAS, IndyMac Bank, F.S.B (“IndyMac”) funded mortgage loans secured by
properties iocated in (1) 2400 McCue Condominiums, 2400 McCue Road, Houston, Texas
(2400 McCue”); (2) Braeswood Park Condominiums, 2255 Braeswood Park Drive, Houston,
Texas (“Braeswood Park”); and (3) Reata at River Oaks Condominiums, 3231 Allen Parkway,
Houston, Texas (“Reata at River Oaks") —~ 2400 McCue, Braeswood Park, and Reata at River
Gaks shall be collectively referred to as the “Condo Complexes;”
WHEREAS, the Developer Defendants acted as the developers of the Condo Complexes,

and sold individual condominium units in the Condo Complexes to individuals who financed the


Choice Condominiums VI, LP

Witnesses
By By:
Name: Name:
Title:
By:
Date:
Name:
Ronald Lozoff
Witnesses
By ae
Name: Name:
By
Date:
Name:
Joseph Harman.
Witpesse {b}6)
(bX6) ~~
By: = ;
Name: 4 bentune fe e-" — Name: LiEek eS Bieri!
(bX6)
By: a
Date: dis £3 7
Name: Watisutk C. Sterne _ 7


6, Execution, This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one in the same
instrument. The parties also agree that, without receiving further consideration, they will sign
and deliver such documents and do anything else that is reasonably necessary in the future to
make the provisians of this Agreement effective.

7 Integrated Agreement. This Agreement sets forth the entire understanding
between the parties concerning the subject matter of this Agreement and incorporates all prior
negotiations and understandings. There are no covenants, promises, agreements, conditions or
understandings, either oral or written, between. them relating to the subject matter of this
Agreement other than those set forth herein,

8. Governing Law. This Agreement shall be governed by and construed in
accordance with Texas law (excluding any conflict of laws rule or principle that might refer the
governance or construction of this Agreement to the law of another jurisdiction). Nothing in this
Agreement shall require any unlawful action or inaction by any party hereto.

9, Severability. If any portion of this Agreement is found to be unenforceable, the
parties desire that all other portions that can be separated from the unenforceable portion or
appropriately limited in scope shal! remain fully valid and enforceable,

10. Representation. No representation or warranty has been made by or on behalf of
any party to this Agreement (or any officer, director, employee or agent thereof) to induce any
other party to enter into this Agreement or to abide by or consummate any transactions
contemplated by any terms of this Agreement, except representations and warranties, if any,
expressly set forth herein. In entering into this Agreement, the parties hereto represent that they

have proceeded with the advice of an attorney of their own choice, that they have read the terms


agents, affiliates, successors, fiduciaries, and assigns, jointly and severally, from any and all
claims, demands, or suits, known or unknown, fixed or contingent, liquidated or unliquidated,
whether of not asserted in the Litigation, as of the date of the execution of this Agreement,
arising under or through dndvsdac and/or FDIC trom or related to the events and transactions
which were or are the subject matter of the Lidgation, or otherwise relating to the Subject
Transactions or any transactions funded by IndyAdac in the Condo Complexes.

3. Express Reservation from Releases by FDIC. Notwithstanding any other
provision, by this Agreement, FDIC does not release, and expressly preserves fully and to the
same extent as if the Agreement had not been executed, (a) any claims or causes of action that do
not arise from or relate to the facts and circumstances alleged in the Litigation, or the defense of
the same, except to the extent they relate to the Subject Transactions or any transactions funded
by IndyMac in the Condo Complexes, or (b) any action taken by any other federal agency. In
addition, this 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 federal judicial district.

Nothing in this Agreement waives any claim, cause of action, of any rights to contribution
or other claims held by FDIC existing currently or arising in the future, against any other
individual or entity not expressly released by this Agreement, including but not limited to any
other party in the Litigation.

4, Aitorney’s Fees and Costs. Each party shall bear its own aftorney’s fees and
cosis with respect to the Litigation,

5, Amendment. This Agreement may not be amended or modified at any time

except by any instrument in writing executed by all of the parties.


purchase of the condominium units with mortgage loans funded by JidvMac (the “Subject
Transactions’),

WHEREAS, /ndyMac asserted claims in the Litigation against the Developer Defendants
based on the Subject Transactions;

WHEREAS, FDIC is entitled to pursue the claims asserted by JadyMac in the Litigation:

WHEREAS, the Developer Defendants expressly deny any liability relating to the
asserted claims in the Litigation; and

WHEREAS, to avoid any further expense of litigation, the parties voluntarily enter into
this Agreement.

In consideration of the above and for such other good and valuable consideration, the
sum and sufficiency of which is hereby acknowledged and based on the mutual promises and
conditions contained herein, the parties agree as follows:

1 Recitals. The above Recitals are incorporated herein by reference and made a
part of this Agreement.

2. Dismissal and Release. FDIC and the Developer Defendants, through counsel,
shall execute a dismissal with prejudice and without any costs or attorney’s fees to any party
regarding all claims in the Litigation between the Developer Defendants and FDIC.

For and in consideration of the total payment of $75,000 (Seventy Five Thousand
Dollars) by the Developer Defendants to be payable to “RJ Landau Partners PLLC, Attorneys for
Federal Deposit Insurance Corporation” within fifteen (15) days of the execution of this
Agreement, and in consideration of the terms and conditions of this Agreement, FDIC does
absolutely and unconditionally release, discharge, and forever hold harmless the Developer

Defendants, their officers, directors, shareholders, members, insurers, employees, owners,