Page 5

Agreement and hes conducted such inquiry as they deem necessary and advisable prior ta
entering into this Settlement Agreement, The Parties enter into this Settlement
Agreement understanding that facta 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 ease, and the Parties voluntarily assume all risks atiendent to such
unknown, wadisclosed, different, or additional facts or other circumstances,

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

410 Counterparts/Execution. This Seitlement Agreement may be executed
in one of more counterparts, all of which shall form a single agceement. A Party's
signature on this Settlement Agreement by facsimile or emai! shall be valid and effective
for ull purposes as an original signature, provided, however, that the original signature
shall be produced upon request,

441 Walver. No tenn or condition of this Settlement Agreement shall be
deemed to have been waived, nor shall there be an estoppel against the eafarcement 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 es to any other
act than that specifically waived,

412 Weadings. The headings of paragraphs herein are intended solely for the
convenience of reference and shal! not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

413 Subsequent Agreements. The Parties apree 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 es may be required by the laws of
any jurisdiction, now in effect or hereinafter enacted, that may effect the rights of the
Parties as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

414 Entire Agreement. The Parties hereto farther agree and promise thet this
Settlement Agreement sets forth the entire agreement setween and among this 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 WHIEREOR, 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,

SETTLEMENT AGREEMENT Page 3 of 7


Page 8

DATED: October [f,,2012 PARSONS BERLE & LATIMER
APPROVED AS TO FORM

(b)(6)

By:

BOHES. Bor

Attorneys for Plaintiff FEOER AL, DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, F.8.H.

DATED: October_ 2012 PEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver for INDYMAC
BANE, F.S.B.

By:

Signature

Pype/Prim Name and Title

SEMTLEMENT AGREEMENT Page 7 of?


Page 4

3.6 Notwithstanding any other provision, by this Settlement Agreement, the
FDIC-R dees not release, and expressly preserves filly and to the same extent as if the
Settlement Agreement had not been executed, any action taken by any other fedezal
agency. In addition, this Settlement Agreement doss not purport to waive, or intend ta
waive, any claims which. could be brought by the United States through elther the
Department of Justice or the United States Attorney's Office in any federal judicial
district.

4 MISCELLANEOUS

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

42 No Admission. [tis agreed that no Party hereto admits liability or
wrongdoing of any nature, and that this Settlement Agresment is made as a compromise
of disputed claims.

4.3 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

44 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 thereio, and consent to the jurisdiction of said Courts and futher
agree that any and all matters of dispute shall be adjudicated, govemed and controlled
under California law.

45 Attorneys Fees and Costs. 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, inclaiding any appeal.

4.6 Severability, The Parties herete agrees that if any provision of this
Settlement Agreement is declared by any court te be illegal or invalid, the validity of the
remaining parts, terns 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 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.

48 Review and Understanding. The Parties have entored inte this
Settlement Agreement voluntarily, having fally read and fully understood the meaning
and effect of all of its terms and provisions, and fully understanding its and their costs
andrisks, Bach of the Parties has consulted with legal counsel concerning this Setilement

SETTLEMENT AGREEMENT Pages of 7


Page 6

DATED: October (2, 2012 KAUPMAN DOLOWICH VOLUCK & GONZO LEB
APPROVED AS TO FORM (b\(6
By:

rances O” Meatr
Sanjay Bansal
Attorneys for Defendant STEVEN C, SIMON’

DATED: october BE 2012 LAW OFFICES OF THOMAS D, BEATTY
APPROVED AS TO FORM (b)(6)

By:

Thomas D, Beatty
Attorneys for Defendant STEVEN C. SIMON

DATED: October. 2012 STEVEN C, SIMON
By:
Signature
Type/Print Name and Tile

SSTTLRMENT AGREEMENT Page Gof 7


Page 9

DATED: October, 2012 PARSONS BEHLE & LATIMER
APPROVED AS TO FORM

By:

Scott 8. Bell
Attorneys for Plaintiff FEDERAL DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, PSB,

DATED: October __ , 2012 FEDERAL DEPOSIT INSURANCE,
CORPORATION, as Receiver for INDYMAC
BANK, F.S.B.

(b)(6)

By:

Signature

rela 5. Gill, Couvse|

TypetPrint Name and Tithe

SETSLEMENT AGREEMENT Page 7 of?


Page 1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT ("Settlement Agreement") is eatered into
and made effective as of the 3rd day of October 2012 (“Effective Date"), by and between
FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for INDYMAC
BANK, F.S.B. (*PBDIC-R") and STEVEN C. SIMON (“SIMON”), The FDIC-R and
SIMON may hereinafter be referred to individually as a "Party" or collectively as the
“Parties".

1 RECITALS

td On or about June 10, 2011, the FDIC-R filed a lawsuit entitled FEDERAL
DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR INDYMAC BANK,
B.S.B. v, STEVEN C, SIMON, et al., in the United States District Court for the District
of Nevada Case No. | 1-cv-01001-GMN-GWF (hereinafter “Action"), The FDIC-R
sought damages from SIMON arising out of a mortgage loan as referenced in the
Complaint (“Loan”). The Complaint included claims for breach of contract, negligent
misrepresentation, and negligence per se. In bis answer, SIMON denied he was liable to
the PDIC-R for damages.

1.2 The Parties desire and have agreed to settle all claims between the FDIC-R.
and SIMON relating to the Loan and the Complaint. By entering into this Settlernent
Agreement, the patties ate not admitting the allegations as set forth in the Complaint.

2. AGREEMENT

NOW, THEREPORE, in consideration of the mutual covenants and promises set
forth herein, and for other good anc valuable consideration, the receipt end sufficiency of
which are hereby acknowledged by the Parties, the Parties, intending to be legally bound,
agree as Tollows:

2.4 Reeitals, The Recitals set forth above are inentporated Into the body of
this Settlement Agreement as though fully set forth herein.

2.2 Payment to the FIC. Payment of Gne Hundred Seventy-Five Thousand
Dollars and no/cents ($175,000.00) (the “Settlement Payment") shall be paid on behalf of
SIMON to the PDIC-R. The Settlement Payment shall be made via settlement check no
later than thirty (30) days after execution of this Agreement. The check ahall be made ta:
Motigage Recovery Law Group Client Trust Account, Reference: Simon Settlement.
SIMON shail deliver the settlement check to the FDIC-R c/o Mortgage Recovery Law
Group, LLP, 700 North Brand Bivd., Ste, 830, Glendale CA 91205,

23 In the event SIMON defaults by failing to make a timely payment to the

PDIC-R as set forth in paragraph 2.2 above (“Settlement Payment Due Date”), the PDIC-
R, in its sole discretion, shall have the right to:

SETTLEMENT AGREEMENT Page laf?


feng lvad: Gol 18 2012 08: aan

1as1S/2B12 a9:a2 1zeenes2 Page fran PAGE G2
DATED: October, 2012 KAUPMAN DOLOWICH VOLUCK & GONZO LLP
APPROVED AS TO FORM
By:

Frances O'Meara
Sanjay Bansal
Attomeys for Defendant STEVEN C. SIMON

DATED: October, 2012 LAW OFFICES OF THOMAS D. BEATTY
APPROVED AS TO FORM

By:

‘Thomas D, Beatty
Altomeys for Defendant STEVEN C. SIMON

DATED: October Af Bo, STEVEN C Spon;

(b)(6)

By

Fea © Simin halted
EyperPrint Nome and Title 7 Bachan tin
fae

SETTLEMENT AGREEMENT Page 6 of 7


Page 2

a Extend the time for payment, including interest acoruing from the
Settlement Payment Due Date through the date of payment at a rate calouiated in
accordance with 26 U.S.C, § 6621 (by); or

: b. Haforce this Settlement Agreement and, in such event, the Parties
agree to Jurisdiction in Federal District Court in California and that the prevailing
Party shall be entitled to all reasonable attorney's fees and costs expended in such
proceedings or

cm Declare this Settlement Agreement null and void, move to vacate
any dismissal order, io whieh SIMON agrees to consent, anid inatitute an action on
the FDIC-R’s claims, and/or

d. Seek eny other relief available fo it in law or equity.

Any extension of thne for delivery of the Settlement Payment shall not prejudice
the FDIC-R’s right to take other action or seek any relief after such petiod of extension,
including the right to bring an action to exforce the Setilement Agreement, or declere the
Setilement Agreement null and void.

2.4 Within ten (10) business days of the FDIC-R's receipt of the Settlement
Payment aa set forth in paragraph 2.2, the FDIC's counsel shall file a request for dismissal
af the entire Action with prejudice,

2.8 The Parties shall bear their own costs and attorneys’ fees incurred in the
Action.

2.6 Tax Responsibility. SIMON’S payment to FDIC-R described above in
paragraph 2.2 represents a compromise of all of FDIC-R’S claims. FDIC-R recognizes
that SIMON is not withhclding any federal or state income taxes in any form. FDIC-R
agrees that Hability, if any, for state and/or United States federal income tax payments or
penalties arising from sald payment shall be FOIC-R’S sole responsibility,

3. RELEASE

3.1 Known and Unknown Claims. The FDIC-R and SIMON acknowledge
and agree that the release (hey give to esoh other upon executing this Settlement
Agreement applies to all claims for injuries, damages, or losses of atry type or nature
(whether those injuries, damages, or losses are known or unknown, foreseen or
unforeseen, patent or latent) arising from or in conjunction with or related to the facis and
circumstances giving rise to the Action,

3.2 The Parties hereby expressly waive application of California Civil Code
§1542 as it relates to the Action. The Parties certify that they have read and understood

SETTLEMENT AGREEMENT Pegs 2 of?


Page 3

the following provisions of California Civil Code $1342 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 knows by him or her
must have materially affected his or her settlement with the
debtor.

3.3 The Parties understand and acknowledge that the significance and
consoynencs of its waiver of California Chil Cade $1542 is thet even if either Party
should eventually suffer additional damages arising from or in conjunction with the
Action or any facts or circumstances related to the Action, that Party will not be able te
make any claim against any other Party for those damages. Furthermote, each Party
acknowledges that they consciously intend these consequences even as to claims for
domages thet may exist as of the date of this release relating to the Action, 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.

3.4 Except for the rights, duties, and obligations set forth in this Settlement
Agreement, the Parties cach horeby fully, finally, and forever relesse and discharge the
other Parties, including but not limited to the Parties current and former predecessors,
successors, assigns, affiliates and any and all of their respective employees, brokers,
investors, members, partners, joint venturers, independent contractors, attorneys,
accountants, insurers, agents, investors, representatives, officers, directors, and any
corporation, parmership or limited Hability company which was or is al any time the
parent or wholly owned subsidiary of such enlity, and any such corporation's,
partnership's or limited liability company's officers, directors, employees and/or agents,
of any corporation, partnership or lindted lability company which was or is an affiliate of
such entity by virtue of common ownership or contre], and any such corporation's,
partnership's or limited liability company's, officers, directors, etyployees and/or agents
of and from any and all actions, causes of action, claims, demands, damages, debts,
losses, costs, expenses, attorney fees or ather liebdilities of every kind snd nature
whatsoever, whether legal or equiteble and whether known or unlcnown, arising out of,
resulting from, or relating to, in any manner, to any damages, loss, or liability arising
from, in conjunction with, or related to the Action or any facts or clreumstances related
to the Action.

34 Notwithstanding any other provision of this Settlement Agreement, the
FDIC-R does not release, and expressly preserves fully and to the same extent as ifthe
Settlement Agreement had not been executed any claims against SIMON arising out of
existing or failed financial institutions other than IndyMac. The FDIC-R represents that
it yetains the rights to pursue any claims arising out of or related to the Loan against other
parties, By this provision, SIMON does sot in any way grant greater rights to the FDIC-
R than it would otherwise have,

SETTLEMENT AGREEMENT Pays 3 of 7