SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following parties: 

Plaintiff Federal Deposit Insurance Corporation as Receiver for Washington Mutual Bank 

("FDIC-R") and Fairfax Mortgage Investments Incorporated ("Fairfax") (individually, FDIC-R 

and Fairfax may be referred to herein as "Party" and collectively as the "Parties"). This 

Settlement Agreement shall be effective as ofthe date last executed by any Party ("Effective 

Date"). 

~CITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank ("WaMu") was a depository 

institution organized and existing under the laws ofNevada. 

On September 25, 2008, the Office ofThrift Supervision closed WaMu and pursuant to 

12 U.S.C. § 1821 (c), Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with] 2 U.S.C. § 182l(d), FDIC-R succeeded to all rights, titles, powers and 

privileges of WaMu, including those with respect to its assets. 

Among the assets to which FDIC-R succeeded were all of WaMu's claims, demands, and 

causes of action against mortgage brokers that originated mortgage loans for WaMu. 

On January 27, 2023, the FDIC-R made a demand for indemnification from Fairfax 

related to Fairfax's brokering, selling and/or delivering mortgage loans to WaMu (the "Claims"). 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty and expense of litigation. 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the Parties 

agree, each vvith the other, as follows: 

SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, thirty days from the 
Effective Date, Fairfax shall pay FDIC-R the sum of $25,000 (twenty-five thousand) ("the 

Settlement Payment"). The Settlement Payment shall constitute a debt due and owing the FDICR, an instrumentality, agency and/or other entity of the United States, on the Effective Date. The 

debt shall be discharged by payment in full to FDIC-R. 

B. Fairfax shall deliver the Settlement Payment to FDIC-R by electronic funds 

transfer pursuant to written instructions including a tax identification number to be provided by 

FDIC-R, contemporaneous with signing the Agreement. 

C. If FDIC-R does not receive the Settlement Payment in full on or before thirty 

days from the Effective Date, then Fairfax shal1 be in default of its payment obligations 

("Default") and interest shaH accrue at the rate offive percent (5%) per annum or the rate 

calculated in accordance with 26 U.S.C. § 662l(a)(2), whichever rate is higher ("Default Interest 

Rate") on the unpaid total (i.e. unpaid amount of Settlement Payment together with all accrued 

interest) until paid in full, and FDIC-R, in its sole discretion, shaH have the right to: 

1. Waive the Default and extend the time period for the Settlement Payment in 

writing, including interest at the Default Interest Rate accruing from thirty 

days from the Effective Date. Any decision by FDIC-R to extend the terms of 

this Agreement or to accept a portion ofthe Settlement Payment shall not 

prejudice its rights to pursue relief under subsections 2 through 4 below at any 

time prior to receipt of the full Settlement Payment (including aH accrued 

interest); provided, however, that in the event FDIC-R terminates this 

Agreement by declaring it null and void, FDIC-R will return to Fairfax any 

and all amounts paid to FDIC-R under this Settlement Agreement; or 

2. Enforce this Agreement, including without limitation, by FDIC-R's filing an 

action to summarily enforce the agreed-upon settlement by a Court entering 

judgment against Fairfax for breach ofthe settlement agreement in the amount 

of the unpaid total (i.e. unpaid amount of Settlement Payment together with a.U 

accrued interest) together with the costs of collection and an ofFDIC-R's 

2 
reasonable attorney's fees and costs incurred in enforcing the terms ofthis 

Agreement. In such event, Fairfax waives and covenants not to plead, argue, 

or otherwise assert any defense, claim or counterclaim of any kind whatsoever 

except the defense of payment of the Settlement Payment, in part or in full, to 

an action or motion to enforce this Agreement and agrees to exclusive 

jurisdiction and venue in the U.S. District Court for the District of Columbia; 

or 

3. Terminate the Agreement by declaring it null and void and institute an action 

on the Claims. Fairfax further agrees to waive, and covenants to not plead, 

argue, or otherwise assert, any defense, claim, or counterclaim of any kind 

whatsoever that did not exist or was otherwise unavailable as ofthe Effective 

Date except for the defense of payment of the Settlement Payment, in part or 

in full; and/or 

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

SECTION H: Releases 

A. FDIC-R's Releases. 

Upon receipt ofthe Settlement Payment in full and except as provided in Section II.D., 

FDIC-R, for itself and its successors and assigns, hereby releases and discharges Fairfax and its 

parents, subsidiaries, affiliates, and their respective officers, agents, 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 FDIC-R that arise from or relate to the 

Claims. 

B. Fairfax's Release. 

Effective simultaneously with the release granted in Section ILA. above, Fairfo.x, for 

itself and its parents, subsidiaries, and affiliates, and their respective successors and assigns, 

hereby release and discharge FDIC-Rand its employees, officers, directors, attorneys, successors 

and assigns, from any and all claims, demands, obligations, damages, actions, and causes of 

3 
action, direct or indirect, in law or in equity, that arise from or relate to the Claims. 

C. Exceptions from Releases bv FDIC-R. 

1. Notwithstanding any other provision of this Agreement, Federal Deposit 

Insurance Corporation, in any capacity, 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 Fairfax or any other person or entity for liability, if 

any, incuned as the maker, endorser or guarantor of: (l) any 

promissory note; or (2) indebtedness payable or owed by them 

to FDIC-R, WaMu, other financial institutions, or any other 

person or entity, including without limitation any such claims 

acquired by FDIC-Ras successor in interest to WaMu or any 

person or entity other than WaMu; 

b. by the FDIC in any capacity other than as Receiver for 

WaMu; and 

c. Against any person or entity not expressly released by 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 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 ofthis 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 

4 
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, FDIC-R 

specifically reserves the right to seek court-ordered restitution pursuant to the 

relevant provisions ofthe Mandatory Victims Restitution Act, 18 U.S.C. §§ 

3322 and 3663 et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Si0.natories. All ofthe undersigned persons represent and warrant 

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

Party, 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 Parties and their respective 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 perform the terms ofthis Agreement. 

SECTION VI: Other Matters 

A. No.Admission of Liability. The 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 ofliability or infirmity by any 

ofthem 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. Counteroarts and Dicital __ Siunatures. This Agreement may be executed 

digitally (through a method that employs public key cryptography so as to meaningfully 

5 
guarantee authenticity, consent, and integrity) or by hand, in any number of counterparts, and 

delivered electronically or physically, each original or electronic copy thereof will be deemed an 

original, and all of which when taken together constitute one and the same Agreement 

C. Choice ofLaw. This Agreement shall be interpreted, constrned and enforced 

according to applicable federal law, or in its absence, the laws of the District of Columbia. For 

purposes of construing this Agreement, this Agreement shall be deemed to have been drafted by 

all Parties to this Agreement and shall not, therefore, be constmed against any Party for that 

reason in any subsequent dispute. 

0. Notices. Any notiees required hereunder shall be sent by nationally 

recognized overnight delivery service (e.g. FedEx or UPS), and by email, to the following: 

If to the FDIC-R: 

Brittany McEwan 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive 

Arlington, VA 22226 

(703) 618-3132 

bmcewan(@fiiic.gov 

Ifto Fairfax: 

BaITon Rothenbuescher 

3900 Jem1antown Rd., Suite 300 

Fairfax, VA 22030 

(703) 338-1258 

barron@fairfaxmortgage.com 

With a copy to: 

J. Steven Lovejoy 

901 Dulaney Valley Road, Suite 610 

Towson, MO 21204 

410-299-8465 

slovejoy@shumakenviHiams.com 

E. B.nt.i.rn...Agreement?.JJ,d AmeI}dments. This Agreement constitutes the entire 

agreement and understanding betvveen and among the Parties concerning the matters set forth 

6 
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 ,vriting signed by the 

Parties bound thereby, or by their respective authorized attomey(s), or other representative(s). 

Titles and Captions. All section titles and captions contained in this 

Agreement are for convenience only and shall not affoct the interpretation ofthis Agreement 

G. N~}__ Confid.St!ltialitv. The Parties acknowledge that this Agreement shall not be 

confidential and will be disclosed pursuant to Federal Deposit Insurance Corporation's 

applicable policies, procedures, and other legal requirements. 

7 
TN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

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

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR WASHINGTON MUTUAL BANK 

Digitally signed by BRITTANY BRITTANY /.. MCEWAN 

Date: 2024.02.09 09:41 :06 MCEWAN -05'00' Date: BY: 

TITLE: Attorney 

PRINT NAME: Brittany McEwan 

FAIEJ?AX MORTGAGE_INVESTMENTS INCORPORATED 

I b6 I BY·: ! 

TITI.,.E:/,/ ~ ;;{- ·n ::,-;;, ·,s: ,0 ' ·-·-·-·-·-·-·-·-·-·!· 

PRTNT1fJAME: Tfir,,,,,5 ,,..,. B ;vtfl.,fN ;Lz n 1,"'--H 0 0 6 ,· ci;,:;': {"L,, 

8