Page 5

this Agreement voluntarily, with competence and capacity to contract and with knowledge of the
terms, significance and legal effect of this Agreement. By executing this Agreement, it is
understood by each party that substantial rights may be compromised and/or waived in their entirety.

13. Further Assurances. The Settling Parties shall execute all documents and perform all
acts necessary or appropriate to effectuate the performance of this Agreement.

14. Severability. It is intended that any portion of this Agreement shall be treated as
separate and divisible, and if any paragraphs are deemed unenforceable, the remainder shall
continue to be in full force and effect so long as the primary purpose of this Agreement is
unaffected.

15, Complete Instrument. This Agreement contains the complete understanding made
between or among the Settling Parties with respect to the claims being settled and released by this
Agreement. This Agreement cannot be amended or modified in any manner except by a writing
executed by each of the Settling Parties or by their valid successor(s). Each of the Settling Parties
acknowledges that no representations, warranties, covenants, assurances or other promises not
specifically set forth in this Agreement have been made by any party in connection with the subject
matter of this Agreement, nor is any party relying on any such conduct in entering into this
Agreement. Any negotiations or other communications between the Parties relating to the subject
matter of this Agreement are of no force or effect and are superseded by this document.

16. Counterparts. This Agreement may be signed in counterparts, and each counterpart
shall have the same force and effect as though the signatures were contained in a single document.
A faxed or electronically transmitted signature shall be considered an original signature for all
purposes under this Agreement.

17. Time of Essence. Time is of the essence of each provision of this Agreement
wherein time is a factor,

18. Successors and Assigns. The provisions of this Agreement shall bind and inure to
the benefit of the parties hereto and their respective successors and permitted assigns.

19. Applicable Law; Jurisdiction: Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. Venue shall be the courts located

in Orange County, California, in accordance with applicable law.

SETTLEMENT AGREEMENT
PAGE 3 OF 6


Page 4

and accountants, represent and agree that it will keep the terms and contents of this Agreement
completely confidential, and will not disclose any information concerning this Agreement, or
concerning the negotiations leading up this Agreement, to anyone except as required by law and/or
court process, or to parties who reasonably must be informed of the terms of the Agreement and
who will be advised of, and bound by, this confidentiality clause. Any failure by GUARDADO, her
employees, representatives, agents, attorneys, or accountants to maimtain the confidentiality of the
negotiations leading to this Agreement, or the fact of, or the terms of, this Agreement shall
constitute a material breach of this Agreement, and all Parties injured by such failure shall be
entitled to recover damages, as well as reasonable attorneys’ fees and costs incurred in connection
with any action to recover such damages,

7.1 Notwithstanding the foregoing confidentiality provision, the parties each
acknowledge and agree that this paragraph has no application or impact on the FDIC, that pursuant
to 12 USC Section 1821(s) the FDIC may not enter into any agreement which prohibits the FDIC
from disclosing the terms of any settlement, and that by executing this Agreement the FDIC and its
officers, directors, employees, attorneys, successors, assigns and/or agents are not and shall not be
prohibited from disclosing any or all of the facts at issue in the Action, and/or the terms of this
Settlement Agreement.

8. Waiver of Attorneys’ fees and casts. Upon execution of this Agreement, each of the
Settling Parties shall bear his or its own attorneys’ fees and costs in the Action.

9 No Admission of Liability. Neither the existence of this Agreement nor the conduct
of any of the Parties shall constitute or be construed as an admission of liability or any wrongdoing
whatsoever on the part of the Parties.

10. Interpretation. In the case of any uncertainty or ambiguity regarding any part of this
Agreement, the language shall be construed in accordance with its fair meaning rather than being
interpreted against the party who caused the uncertainty to exist. Each Party acknowledges that he
or it has had the opportunity to review this agreement, to consult with counsel, and to negotiate the
terms hereof, and agrees that any rule, law or holding which would mandate or have the effect of
construing this agreement against the drafter hereof shall not be applied hereto.

ii. Parties in Interest Except as expressly stated in this Agreement, nothing in this
Agreement, whether express or implied, is intended to confer third-party beneficiary status or to
otherwise confer any rights or remedies on any person or entity (collectively “Third Party”), other
than the Settling Parties. Nor shall any provision hereof afford any Third Party any right of
subrogation, indemnity, contribution, set-off or action over and against any party to this Agreement.

12. Informed Consent. Each Party acknowledges that it has selected, or been afforded
the opportunity to select, an attorney of its choice to review this Agreement and all related matters.
Each Party declares that such party has received sufficient information, either through such Party's
own legal counsel or other sources of such party's own selection, so as to be able to make an
intelligent and informed judgment to enter into this Agreement. Each party further states that each
has read this Agreement in its entirety prior to executing this Agreement, and that each has executed

SETTLEMENT AGREEMENT
PAGE 4 OF 6


Page 6

19. Enforcement of Setdement and C.C.P. 8664.6. The Settling Parties further agree that

the Santa Clara County Superior Court in the Action shall retain jurisdiction over this case for all
purposes pursuant to California Code of Civil Procedure §664.6.

IN WITNESS WHEREOF, each of the undersigned Settling Parties has executed this
Agreement effective as of the last date set forth below.

patep._ (0-4 - AL Os// FEDERAL DEPOSIT INSURANCE
CORPORATION AS RECEIVER OF
DOWNEY SAVINGS AND LOAN
ASSOCIATION, FA.

(b)(6)

Professiénal Liability and Financial Crimes
Section

DATED:__F- 22-204

(b)(6)

BLANCA GUARDADO

SETTLEMENT AGREEMENT
PAGE § OF 6


(b)(6

Page 1

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (the “Agreement” or “Settlement
Agreement”) is entered into by and between Plaintiff Federal Deposit Insurance Corporation as
Receiver of Downey Savings and Loan Association, F.A. (“FDIC as Receiver” and “Downey
Savings” respectively), on the one hand, and Defendant Blanca Guardado (“Defendant” or
“GUARDADO"), on the other hand. FDIC as Receiver and Defendant, including Defendant’s
respective assignees, subsidiaries, transferees, predecessors and successors in interest are
collectively referred to herein as “Settling Parties” or individually as a “Settling Party.” The
signatories to this Settlement Agreement will hereinafter be referred to jointly as the “Parties.”

RECITALS
This Settlement Agreement is entered into with respect to the following generalized facts:

A. On November 6, 2007, Investors Morigage Asset Recovery Company, LLC
(IMARC”), filed its complaint herein in the Superior Court for the State of California, County of
Orange, Case No. 070011683 against, inter alia, GUARDADO (the “IMARC Action”). On or
about April 14, 2008, the IMARC Action was transferred to the Superior Court for the State of
California, County of Santa Clara (the “Court”) and assigned Case No. 1-08-CV-110563. On
December 15, 2008, IMARC assigned all of its right, title and interest in and to any and all claims
arising from or related to the loans and claims alleged in the IMARC Case to FDIC as Receiver. On
December 29, 2008, the Cowrt entered an order substituting the FDIC as Receiver for IMARC as
Plaintiff in the IMARC Case.

B On June 7, 2010, FDIC as Receiver filed its First Amended Complaint (the
“Complaint”) in the IMARC Case against Innovia Estates And Mortgage Corp. (“Innovia”), A

C iy Corporation, David Nguyen, An Individual, Geena Nguyen, An Individual, Ana
, An Individual, Blanca Guardado, An Individual, Alison Huynh, An Individual,

Anthony Neuyen, An Individual, Pauline Duong, An Individual, Lucita Relucio, An Individual,
Silvia Magana, An Individual, Alejandro Lezama, An Individual, Dawn L. Tafoya, An Individual,
Charlita V. Corpus, An Individual, Yin Phin, An Individual, Jose Luis Vera, An Individual,
Refiigio Martina Leyva, An Individual, Na Sona Kea, An Individual, Sengour Houy, An Individual,
Juan Carlos Alfaro, an individual, GUARDADO and DOES 1-20, inclusive (collectively the
“Defendants”) (hereinafter the “Action”).

B. The Action arose out of a series of mortgage loans secured by residential property
brokered by Innovia and issued by Downey Savings to various borrowers as more specifically set
forth in the Complaint. The Complaint alleges fraud, implied contractual indemnity, equitable
indemnity, unjust enrichment, negligent misrepresentation, breach of fiduciary duty, breach of
written contract, negligence per se and negligence against the Defendants, including GUARDADO.

c. GUARDADO denies all liability for such allegations made in the Complaint; and the
Parties desire to avoid the expense and inconvenience of litigation and resolve and settle all claims

SETILEMENT AGREEMENT
PAGE 1 OF 6


Page 2

that were asserted in or could have been asserted against GUARDADO in the Action.

Dz Jn entering inte this Settlement Agreement, GUARDADO admits no wrongdoing
whatsoever. It is understood and agreed that this Settlement Agreement does not constitute and is
not constructed as an acknowledgement of wrongdoing, liability, or responsibility in any form on
the part of GUARDADO, but the Settlement Agreement is made by and on behalf of GUARDADO
for the sole purpose of terminating the controversies which exist between the Parties and avoiding
the expense and inconvenience of litigation.

BE. GUARDADO has represented to the FDIC as Receiver that she has no ability to pay
a judgment or settlement. Such representations were made, infer alia, in a document entitled,
“FINANCIAL STATEMENT” submitted by GUARDADO dated April 8, 2011 (the “Financial
Statement”). FDIC as Receiver agreed to enter into this Agreement in reliance apon such
representations and such document, and the Parties wish to provide for refiling or reinstitution of the
Action if it is discovered that any representations or information in such document are materially

untrue or misleading.

Settling Parties each desire to settle and terminate the dispute existing between and among
them as outlined in the Action as well as all other known or unknown claims they each might have
concerning any of the facts surrounding the transaction, or series of transactions that underlie the
Action, on the terms set forth below.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, including the mutual covenants
and conditions contained herein, the Settling Parties agree as follows:

1 Compromise. The Parties agree and acknowledge that this Agreement is the result of
a compromise of disputed claims and is not intended to be an admission by the Parties of any
liability, wrongdoing, or responsibility on their part or on the part of their predecessors, successors
in interest, agents, parent corporations, subsidiaries, affiliates, present and former owners, present
and former shareholders, present and former members, present and former principals, present and
former officers, present and former directors, or present and former attorneys. Indeed, the Parties
expressly deny any such liability, wrongdoing or responsibility.

2. Releases. FDIC as Receiver and GUARDADO fully and forever release and
discharge each other, and their respective assignees, subsidiaries, transferees, predecessors and
successors in interest (Releasee(s)), from and against all known actions, proceedings, causes of
action, claims for relief, demands, rights, interests, damages, losses, costs, expenses, disbursements
(including attorneys’ fees and costs), obligations, liabilities and other claims of every nature
whatsoever arising from or related to the transaction, or series of transactions alleged in the
Complaint (collectively, the “Claims”). Notwithstanding the foregoing, this release does not and is
not intended to release claims or actions, if any, arising from or relating to properties or loans other
than the loans and properties securing them alleged in the Complaint.

SBITLEMENT AGREEMENT
PAGE 2 OF 6


Page 3

3.1 No Release of Non-Settling Parties or Non-Releasee(s). Nothing contained
herein shall be interpreted as a release or dismissal of any claims or causes of action asserted in the
Action or otherwise as against any nonsettling party or non-Releasee FDIC as Receiver expressly
reserves the right to prosecute any and all claims and causes of action as against any non-settling
party or non-Releasee.

3.2 Claims Against Receivership. All Settling Parties waive their right, if any, to
file a claim against the receivership estate of Downey Savings and Loan Association, F.A. and any
proofs of claim already filed shall automatically be deemed withdrawn.

4, Waiver of Civit Code Section 1542. FDIC and GUARDADO expressly agree that
this Agreement extends to all Claims which arose prior to the execution of this Agreement, whether
set forth in a demand letter, pleading, charge, or complaint referred to herein. Each of the Settling
Parties expressly waives and relinquishes any and all rights and benefits conferred on them by
California Civil Code §1542 which states:

“A general release does not extend to claims which the creditor daes not knaw

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,”

The parties acknowledge and agree that this Release pertains only to Claims and Actions which
pertain to or arise from the allegations of the Complaint, and the entire Action.

5, Dismissal of Action As Againsi GUARDADO. Forthwith upon execution of this
Agreement, Plaintiff shall file a request for dismissal without prejudice of the Complaint as against
GUARDADO and provide GUARDADO with a conformed copy after entry of dismissal is made by
the Court. Except as otherwise provided herein, Plaintiff agrees not to file, refile or otherwise
reinstitute any suit, proceeding or claim in any way related to or arising from the allegations of the
Complaint.

6. Representations Re: Financial Ability to Pay. GUARDADO acknowledges and
agrees that Plaintiff is relying upon the representations in the Financial Statement in entering into
this Agreement and would not have entered into this Agreement if such representations had not been
made or were materially untrue or misleading. Ifit is determined after the execution hereof that
such representations were in any way materially untrue or misleading, then, notwithstanding any
other provision of this Agreement, GUARDADO agrees that the releases herein shall be revoked,
null, void and of no effect and that Plaintiff or any successor interest to Plaintiff may file, refile or
reinstitute against GUARDADO any and all suits, proceedings, actions or claims which in any way
relate to or arise from the allegations of the Complaint. In case of such filing, refiling or
reinstitution, GUARDADO agrees to, and hereby does, waive and relinquish any defense to such
filed, refiled or reinstituted suit, proceeding, action or claim based upon the passage of time, laches
of any statute of limitations,

7 Confidentiality GUARDADO, her employees, representatives, agents, attorneys,

SEFTLEMENT AGREEMENT
PAGE 3 OF 6