(b)(6)

1.23 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.

1.24 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.

1.28 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 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: Federal Deposit insurance For: Atlantic Bank & Trast, a/k/a
Corporation as Receiver for Aflantic Bank and Trust
IndyMac Bank, F.5.B,

By: By:

name: RveVesdS.GLl Name: Comwromuce poset

Tile Couwse. | Title: Gace We 7 Reetent

Date: br 2- \ { Date: Yaoly

CHARLESTON dg 58503

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(b)(6)


1,16 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
io an award of reasonable attorney’ 3 fees and litigation expenses incurred in the
prosecution or defense of the action, including any appeal.

117 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.

118 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.

119 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 costs 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 Partics 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 cireumstances.

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

1.21 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 ag an original signature, provided, however, that the original signature shall be
produced upon request.

: 1,22 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 instraments 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
act than that specifically waived.

CHARLESTONM44594v5
Page 4 0f 5


(b)(4).

ETILE AGREE! JAL RELE,

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE
(“Settlement Agreement”) is entered into and made effective as of the io day of April,
2011 (“Effective Date”), by and between the Federal Deposit Insurance Corporation as
Receiver for IndyMac Bank, F.8.B. (“FDIC”) and Atlantic Bank & Trust, a/k/a Atlantic
Bank and Trust (“AB&T”). The FDIC and AB&T may hereinafter be referred to
individually as a “Party” or collectively as the “Parties,”

RECITALS

14 AB&T and Albany Bank & Trust sold and/or delivered mortgage loans to
IndyMac Bank, F.S.B. pursuant to various written agreements, A dispute has arisen
between the Parties with respect to AB&T’s liability for repurchase and indemnification
claims by the FDIC relating to those mortgage loans. Specifically, the demands for
repurchase and/or indemnification are based upon alleged breaches of the representations
and warranties as set forth in the written agreements.

12 Without admitting liability, the Parties desire to and have agreed to settle
all repurchase and indemnification claims relating to the mortgage loans sold directly by
Albany Bank & Trust and/or by AB&T to IndyMac Bank, F.8.B. (collectively, the
*“LOANS”) upon the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenanis 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:

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

14 Payment of the Settlement Funds. AB&T shall pay the total sum of
$225,000 (Two Hundred Twenty-Five Thousand Dollars) (the “Settlement Funds”) by no
jater than May 1, 2011. The payment shall be made by wire transfer made payable to
“Mortgage Recovery Law Group Trust Account,” Account Number:

_Routing Number: -——___] Reference: Atlantic Bank & Trust Settlement.

‘CHARLESTONUH4504y5
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(b)(4)


RELEASE

15 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, independent contractors, attorneys,
insurers, investors, successors, assigns, zepresentatives, officers, directors, shareholders,
predecessors, successors and assigns, and any corporation, partnership or limited lability
conapany 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, partnership's or limited 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 or equitable and whether known or unknown, arising
out 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
could have been asserted 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.

1.6 Unknown Claims. Each Party acknowledges and agrees 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 each 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.

1.7 Each Party certifies that it has read and understands the following
provisions 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 MUSF HAVE
MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.”

4.8 Each 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 damages arising out of the obligation to repurchase and/or

CHARLESTON WMS504v5
Page 2 of $


indemnify for losses associated with the LOANS, the claims and causes of action that
could have been asserted 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 indemmify 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 they consciously intend these consequences even as to claims
for damages that may exist as of the date of this release but which that Patty 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.”

1.9 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 claims against AB&T arising out of
existing or failed financial institutions other than IndyMac Bank, F.S.B.

1.10 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 criminal or regulatory claims which
could be brought by the United States through the Department of fustice, the United
States Attorney’s Office for any federal judicial district or any other federal agency. 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, ef seq., if appropriate.

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

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

1.13 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 Party.

1.14 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 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
under California law.

1.15 Costs, Fees and Expenses. All costs, fees and expenses relating to this
dispute shall be borne by the Party incurring same.

CHARLESTONWAS 39405
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