Cc. Exceptions from Releases by FDIC-R.

1. Notwithstanding any other provision of this Agreement, the FDIC-R does
not release, and expressly preserves fully and to the same extent as if this Agreement had not
been executed, any claims or causes of action:

a. Against the Settling Defendant or any other person or entity for
liability, if any, incurred as the maker, endorser or guarantor of any promissory note or
indebtedness payable or owed by them to FDIC-R, the Bank, other financial institutions, or any
other person or entity, including without limitation any such claims acquired by FDIC-R as
successor in interest to the Bank or any person or entity other than Bank; and

b. Against any person or entity not expressly released by the FDIC-R
in this Agreement.

2. Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the
jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its
supervisory or regulatory authority or to diminish its ability to institute administrative
enforcement or other proceedings seeking removal, prohibition, or any other relief it is
authorized to seek pursuant to its supervisory or regulatory authority against any person.

3. Notwithstanding any other provision of this Agreement, this Agreement
does not purport to waive, or intend to waive, any claims that could be brought by the United
States through the Department of Justice, the United States Attorney’s Office for any federal
judicial district, or any other department or agency of the United States as defined by 18 U.S.C. §
6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution.
pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322
and 3663 et. seq., if appropriate.

SECTION IV: Representations and Acknowledgements
A. Authorized Signatories. All of the undersigned persons represent and warrant that

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party,

(474334/1] 5


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.

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 Action, the claims and causes of action that were or could
have been asserted relating to the Action, or any facts or circumstances related to the Action, that
Party will not be able to make any claim against the other Party for damages. Furthermore, each
Party acknowledges that it consciously intends these consequences even as to claims for
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.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed

by each of them or their duly authorized representatives on the dates hereinafter subscribed.

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR BANKUNITED, F.S.B.

Date: Shoe t), un L BY: _| |

TITLE: Cor — tw

PRINTNAME: Wid Suit Gan

NA NATIONWIDE MORTGAGE CORP.

Date: BY:

TITLE:

PRINT NAME:

[474334/1] 8

(b)(6)


and/or remedies under this Agreement in any way. If any portions of the Settlement Payment are
received prior to default, the FDIC-R shall file a Notice of Partial Satisfaction of Judgment
concurrently with the Stipulation for Entry of Judgment, to set forth the amount of the Settlement
Payment already paid. FDIC-R shall be entitled to recover reasonable attomeys’ fees and costs
incurred in connection with enforcing the Stipulation for Entry of Judgment.

SECTION II: Stipulation and Dismissal

Within ten business days after the latter of: (1) full execution of this Agreement and the
Stipulation for Entry of Judgment by all of the Parties, and (2) receipt of the initial $235,000
installment payment towards the Settlement Payment, the FDIC-R shall file a stipulation of
dismissal with prejudice in the Action, whereby the Court shall retain jurisdiction to hear and
determine all matters related to the Action and to enforce this Agreement, executed by the
attorneys for all Parties hereto.

SECTION III: Releases

A. The FDIC-R’s Releases.

Upon receipt of the Settlement Payment in full and except as provided in Section ILC,
the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling
Defendant and its heirs, executors, trustees, administrators, representatives, successors, and
assigns, from any and all claims, demands, obligations, damages, actions, and causes of action,
direct or indirect, in law or in equity, belonging to the FDIC-R, that arise from or relate to the
causes of action alleged in the Action.

B. The Settling Defendant’s Releases.

Effective simultaneously with the release granted in Section IILA. above, the Settling
Defendant, on behalf of itself and its heirs, executors, trustees, administrators, representatives,
attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, and its
employees, officers, directors, representatives, attorneys, successors and assigns, from any and
all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in law

or in equity, that arise from or relate to the causes of action alleged in the Action.

[474334/1] 4


and that they have the full power and authority to bind such Party to each and every provision of
this Agreement. This Agreement shall be binding upon and inure to the benefit of the
undersigned Parties and their respective heirs, executors, trustees, administrators, representatives,
successors and assigns.

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has
consulted with and obtained the advice of counsel prior to executing this Agreement, and that
this Agreement has been explained to that Party by his or her counsel.

SECTION V: Reasonable Cooperation

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of
this Agreement, including doing, or causing their agents and attorneys to do, whatever is
reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry,
of any documents necessary to conclude the Action and to otherwise perform the terms of this
Agreement.

SECTION Vi: Other Matters

A. No Admission of Liability. The undersigned Parties each acknowledge and agree
that the matters set forth in this Agreement constitute the settlement and compromise of disputed
claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity
by any of them regarding any claim or defense, and that the Agreement shall not be offered or
received in evidence by or against any Party except to enforce its terms.

B. Execution in Counterparts. This Agreement may be executed in counterparts by
one or more of the Parties and all such counterparts when so executed shall together constitute
the final Agreement, as if one document had been signed by all Parties; and each such
counterpart, upon execution and delivery, shall be deemed a complete original, binding the
Parties subscribed thereto upon the execution by all Parties to this Agreement.

Cc. Choice of Law. This Agreement shall be interpreted, construed and enforced

according to applicable federal law, or in its absence, the laws of the State of California.

(474334/1] 6


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.

Hach 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 Action, the claims and causes of action that were or could have been
asserted relating to the Action, or any facts or circumstances related to the Action, that Party will
not be able to make any claim against the other Party for damages. Furthermore, each Party
acknowledges that it consctously intends these consequences even as to claims for 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

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed

by cach of them or their duly authorized representatives on the dates hereinafter subscribed

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR BANKUNITED, F.S.B

Date BY
TITLE
PRINT NAME:

NA NATIONWIDE MORTGAGE CORP.

Date: 09 / 12/2016 BY:
TITLE: President

PRINT NAME: _ Noelle Wheeler

[AT4334/1] 8


SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (“Agreement”) is made by, between, and among
the following undersigned parties:

The Plaintiff Federal Deposit Insurance Corporation as Receiver for BankUnited, F.S.B.
(“FDIC-R”); and NA Nationwide Mortgage Corp. (the “Settling Defendant”) (individually, the
FDIC-R and the Settling Defendant may be referred to herein as “Party” and collectively as the
“Parties”.

RECITALS
WHEREAS:

Prior to May 21, 2009, BankUnited, F.S.B. (“Bank”) was a depository institution
organized and existing under the laws of the United States;

On May 21, 2009, the Office of Thrift Supervision closed the Bank and pursuant to
12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed Receiver. In
accordance with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, powers and
privileges of the Bank, including those with respect to its assets.

Among the assets to which the FDIC-R succeeded were the Bank’s claims, demands, and
causes of action that are the subject of this Agreement.

On May 19, 2015, the FDIC-R filed a complaint for money damages against the Settling
Defendant (“Complaint”). This claim for damages is now pending in the United States District
Court for the Central District of California in Federal Deposit Insurance Corporation as
Receiver for BankUnited, F.S.B. v. NA Nationwide Mortgage Corp., Case No. 1:15-cv-00781
(“Action”). The Settling Defendant has denied liability in the Action.

The undersigned Parties deem it in their best interests to enter into this Agreement to
avoid the uncertainty and expense of further litigation.

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency of which consideration is hereby acknowledged, the

undersigned Parties agree, each with the other, as follows:


D. Notices. Any notices required hereunder shall be sent by registered mail, first
class, return receipt requested, and by email, to the following:
If to the FDIC-R: Paul Levin, Esq., Mortgage Recovery Law Group, 700 N. Brand
Blvd., Suite 830, Glendale, CA 91203; Telephone: (818) 630-7900; Email:
[ : ]
If to the Settling Defendant: Nathan Fransen, Esq., Fransen and Molinaro, LLP, 7160

Temescal Canyon Road, Suite 306, Corona, CA 92883; Telephone: (951) 520-9684; Email:

Po]

E. Entire Agreement and Amendments. This Agreement constitutes the entire

agreement and understanding between and among the undersigned Parties concerning the matters
set forth herein and supersedes any prior agreements or understandings. This Agreement may
not be amended or modified, nor may any of its provisions be waived, except in writing signed
by the Parties bound thereby, or by their respective authorized attorney(s), or other
Tepresentative(s).

F, Titles and Captions, All section titles and captions contained in this Agreement
are for convenience only and shall not affect the interpretation of this Agreement.

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement
shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance
Corporation’s applicable policies, procedures, and other legal requirements.

H. California Civil Code § 1542. Each Party acknowledges that this 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 that
Party may have against another Party arising from the Action. Each Party hereby expressly
waives application of California Civil Code § 1542 and any other similar statute or rule.

Each Party certifies that it has read and understood the following provisions of California

Civil Code § 1542, which states in pertinent part as follows:

[474334/1] 7


SECTION I: Payment to FDIC-R

A. As an essential covenant and condition to this Agreement, the Settling Defendant
agrees to pay the FDIC-R the sum of three hundred seventy-two thousand five hundred dollars
($372,500) (“the Settlement Payment”), as follows:

1. Two hundred thirty-five thousand dollars ($235,000), to be paid on or before
September 30, 2016;

2. One hundred thirty-seven thousand five hundred dollars ($137,500) payable in
fifteen equal monthly installments of nine thousand one hundred sixty-six
dollars and sixty-seven cents ($9,166.67) per month, due on the fifteenth day
of each month, commencing on October 15, 2016.

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by
wire transfer into an account designated by FDIC-R by notice to the attorneys for the Settling
Defendant or by certified or cashier’s check drawn upon a depository institution acceptable to
FDIC-R.

In the event that any installment the Settlement Payment is not delivered to the FDIC-R
(or its counsel) by the due dates set forth in Section L.A, above, interest shall accrue on all unpaid
amounts at the rate of 5% per annum from the date that payment was required by subsection LA
until the date of payment.

Cc. If the FDIC-R does not receive any installment of the Settlement Payment in full
on or before the dates determined by subsection A above, then the FDIC-R, in its sole discretion,
shall have the right at any time prior to receipt of the Settlement Payment in full (including all
accrued interest) to:

1. Extend the period of time for the Settlement Payment, including interest
accruing from the dates determined by subsection A above, through the date of payment at a rate
calculated in accordance with 26 U.S.C. § 6621(a)(2); or

2. Enforce this Agreement, in which event the Settling Defendant agrees to

jurisdiction in United States District Court for the Central District of California and to pay ail of

[474334/1] 2


the FDIC-R’s reasonable attorney’s fees and costs expended in enforcing the terms of this
Agreement; or

3. Terminate the Agreement and move to vacate any dismissal order, to
which the Settling Defendant agrees to consent and re-institute an action on the FDIC-R’s
claims. The Settling Defendant further agrees to waive any defense based on any statute of
limitations that would bar any of the FDIC-R’s claims and waive all objections, defenses, claims
or counterclaims, and covenant and agree not to assert any objections, defenses, claims or
counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was
fully executed; or

4, Enforce the Stipulation for Entry of Judgment pursuant to Section 1D
below; and/or

3. Seek any other relief available to it in law or equity.

Any extension of time under Section LC.1 for delivery of the Settlement Payment or
acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R’s rights to take
any of the actions set forth in Section 1.C.2 through LC.5 at any time prior to receipt of
Settlement Payment (including all accrued interest) in full.

D. Within ten business days after the full execution of this Agreement by all of the
Parties, the Parties agree to execute the Stipulation for Entry of Judgment for the full amount of
damages alleged by the FDIC-R in the Action. If Settling Defendant defaults on any payment
due under the Settlement Payment, Plaintiff may seek to enforce the Stipulation for Entry of
Judgment in the United States District Court for the Central District of California on an ex parte
basis, subject to the Federal Rules of Civil Procedure and the Local Rules of the United States
District Court for the Central District of California; provided, however, that prior to seeking to
enforce the Stipulation for Entry of Judgment, the FDIC-R shall provide Settling Defendant with
notice of a default of a payment due under the Settlement Payment and allow Settling Defendant
a ten (10) day opportunity to cure the default. Notice of default is required solely to enforce the

Stipulation for Entry of Judgment and shall not otherwise impact any of the FDIC-R’s rights

[474334/1] 3