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D .f. f'/Jr] Or -r:-j-a.-:5-~----_J 

SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

("Settlement Agreement") is entered into and made effective as of the J.o\-way of 

. October, 2009 ("Effective Date"), by and between the Federal Deposit Insurance 

Corporation as Receiver ofindyMac Bank, FSB ("FDIC") and Mortgage Network, Inc. 

("Mortgage Network"). The FDIC and Mortgage Network may hereinafter be referred to 

individually as a "Party" or collectively as the "Parties". 

RECITALS 

1.1 Mortgage Network sold and/or delivered mortgage loans to lndyMac 

Bank, FSB, pursuant to various written agreements. A dispute has arisen between the 

Parties with respect to outstanding demands for repurchase and/or indemnity. 

Specifically, Indy Mac Bank, FSB made demands to Mortgage Network for repurchase 

and/or indenmification based upon a finding of a breach of the representations and 

warranties or an Early Payment Default as set forth in the written agreements. 

1.2 Without admitting liability, the Parties desire to and have agreed to settle 

all repurchase and indemnification claims relating to the mortgage loans which were sold 

directly by Mortgage Network to lndyMac Bank, FSB (the "LOANS") upon the terms 

and conditions hereinafter set forth. 

AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants 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: 

1.3 Recitals. The Recitals set forth above are incorporated into the body of 

this Settlement Agreement as though fully set forth herein. 

1.4 Payment of the Settlement Agreement. Mortgage Network shall pay the 

total sum of$600,000.00 (six hundred thousand dollars) (the ''Settlement Funds"). 

Payment of the Settlement FW1ds shall be made .as follows: 

The swn of $300,000.00 (three hundred thousand dollars) shall be made within 5 

(five) calendar days of execution of this Settlement Agreement. 

A second payment of $300,000 (three hundred thousand dollars) shall be made 

within 60 (sixty) calendar days of execution of this Settlement Agreement. . " 

SETILEMEN! AGREEMENT & MUTUAL RELEASE 

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(b)(4),(b)(6) 

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Payments shall be made by wire transfer made payable to "Mortgage Recovery Law 

Group Trust Account," Account Number~ - - ~outing Number:[ - .. 

Reference: Mortgage Network Settlement. 

1.5 In the event Mortgage Network defaults by failing to make a timely 

payment as set forth in this Settlement Agreement, the FDIC shall give written notice via 

email or fax of the default to Mortgage Network, c/o Brandon Pratt at I - . IF=L .-· I 

1.6 Mortgage Network shall have five (5) calendar days from date of the 

notice to cure the default. In the event that Mortgage Network fails to cure the default 

within five (5) calendar days, the remaining balance of the Settlement Funds will be 

immediately due and payable, and the FDIC may pursue the immediate payment in full of 

all sums remaining due without further demand and may invoke all remedies pennitted 

by applicable law. The FDIC shall be entitled to collect all expenses incurred in pursuing 

the remedies provided in this paragraph, including, but not limited to, attorneys' fees and 

costs incurred in collecting all sums owing. 

RELEASE 

1.7 Unknown Claims. Each Party acknowledges that this executed 

settlement and release 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 the other Party arising 

from the LOANS. Each Party hereby expressly waives application of California Civil 

Code §1542 and any other similar statute or rule. 

1.8 Each Party certifies that they have read and understood 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 must have materially affected his or her 

settlement with the debtor." 

1.9 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 LOANS, the claims and causes of 

action that were or could have been asserted relating to the LOANS, or any facts or 

circumstances related to the repurchase of and/or indemnification of losses associated 

with the LOANS, that Party will not be able to make any claim against the other Party for 

those damages. Furthermore, each acknowledges that they consciously intend these 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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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. 

l.l 0 Each Party hereby fully, finally, and forever release and discharge the 

other Parties, and any and all of its respective past, present, and future affiliates, 

employees, members, partners, joint ven~ers, independent contractors, attorneys, 

insurers, investors, successors, assigns, representatives, officers, directors, shareholders,-

independent contractors, predecessors, successors and assigns, and any corporation, 

partnership or limited liability company 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, 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 marmer, the 

LOANS, the claims and cailses of action that were or could have been asserted relating to 

the LOANS, or any facts or circwnstances related to the repurchase of and/or 

indemnification of losses associated with the LOANS, except that the FDIC retains any 

and all actions, causes of action, claims, demands, damages, debts, losses, costs, 

expenses, attorney fees or other liabilities of every kind and nature against THIRD 

PAR TIES (closing agents, settlement agents, title companies, insurance companies, 

. appraisers, appraisal companies, third party originators, or insurance companies for any 

of the foregoing, as collectively referred to as "TillRD PARTIES") arising out of or 

related to the LOANS. 

1.11 Notwithstanding any other provision in this Settlement Agreement, 

Mortgage Network immediately, exclusively, and irrevocably assigns to the FDIC any 

and all claims, rights, title, or interest for injuries, damages, or losses of any type or 

nature (whether those injuries, damages, or losses are kno'WD. or unlrnown, foreseen or 

unforeseen, patent or latent) which Mortgage Network has or may have against any and 

all THIRD PARTIES arising out of or related to the LOANS. 

1.12 Notwithstanding any other provision in thls 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 action taken by any other federal 

agency. In addition, this Settlement Agreement does not purport to waive, or intend to 

waive, any claims which could be brought by the United States through either the 

Department of Justice or the United States Attorney's Office for any federal judicial 

district. In addition, the FDIC specifically reserves the right to seek court ordered 

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restitution pursuant to the relevant provisions of the Victim and Witness Protection Act, 

18 U.S.C. § 3663, et seq., if appropriate. 

1.13 Conditions of Execution. Each Party acknowledges and warrants that its 

execution of this Settlement Agreement is free and voluntary. 

1.14 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. 

1.15 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. 

1.16 Governing Law. The Parties agree to submit to the Courts ofthe 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 Jaw. 

1.17 Attorneys' Fees. Should any action be commenced to enforce, interpret, 

or seek damages, injunctive relief, or specific perfonnance for violation of this Settlement 

Agreement, the prevailing party shall, in addition to any other available relief, be entitled 

to an award ofreasonable attorney's fees and litigation expenses incurred in the 

prosecution or defense of the action, including any appeal. 

1.18 Severabillty. 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, tenn or provision shall be deemed not to be part of this Settlement 

Agreement. 

1.19 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. 

1.20 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 and their costs 

and risks. Each of the Parties has consulted with legal counsel concerning this Settlement 

Agreement and has conducted such inquiry as they deem necessar-Y and advisable prior to 

entering into this Settlement Agreement. The Parties enter into this Settlement 

Agreement understanding that facts or other circumstances may exist which are presently 

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unknown or \llldisclosed, or which are different from or other than those which they 

believe to be the case, and the Parties vol\llltarily assume all risks attendant to such 

unknown, Wldisclosed, different, or additional facts or other circumstances. 

1.21 Approval and Authority~ The Parties represent and warrant to one 

another that the approval of this Settlement Agreement has been undertaken in a proper 

and lawful manner and that they have the requisite power and authority to enter into and 

to perform their obligations under this Settlement Agreement. 

1.22 Number. Whenever applicable, the singular shall include the plural,-and 

_ the plural shall include the singular. 

1.23 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 as an original signature, provided, however, that the original signature shall be 

produced upon request. 

1.24 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 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 6r as to any other 

act than that specifically waived. 

1.25 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. 

1.26 Subsequent Agreements. The Parties agree that, upon the reasonable 

request of the other Party, they shall execute, acknowledge, and deliver any additional 

instnunents 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 rights of the 

Parties as between themselves or others with respect to their rights and obligations 

created by this Settlement, Agreement 

1.27 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. 

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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: 

By: I 

Name: 

Title: 

Date: 

The FDIC as Receiver of For: Mortgage Network, Inc. 

lnd,rMac Bank, FSB 

By, I ~ I 

\<\c."" Gl-~1. S' ... G. ~ ~ Name: Albert Par~ III 

CuDit-.J<Q.~ Title: Treasurer 

~ D -2..6 -o l Date: October 20, 2009 

SETILEMENT AGREEMENT&. MUnJAL RELEASE 

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