SETfLEMENT AGREEMENT AND MUTUAL RELEASE 

TIDS SETTLEMENT AGREEMENT AND MUTUAL RELE~E 

("Settlement Agreement") is entered into and made effective as ofthe~day of June 

20ll{"EffectiveDate"), by and between the Federal Deposit Insurance Corporation as 

Receiver for IndyMac Bank, FSB ("FDIC") and CTX Mortgage Company, LLC 

("CTX'')_ The FDIC and CTX may hereinafter be referred to individually as a "Party" or 

collectively as the "Parties." 

RECITALS 

1.1 CTX brokered, sold and/or delivered mortgage loans to IndyMac 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, 

IndyMac Bank, FSB made demands to CTX for repurchase and/or indemnification based 

upon claims that CTX breached representations and warranties 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 brokered, sold 

and/or delivered by CTX to IndyMac Bank, FSB (collectively, the "Loans") upon the 

terms and conditions hereinafter set forth. 

AGREEMENT 

NOW, THEREFORE, in consideration ofthe 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 Funds. CTX shall pay the total sum of 

$375,000 (Three Hundred Seventy Five Thousand Dollars) (the "Settlement Funds'1 by 

no later than June 30, 2011. The Settlement Funds shall be made by wire transfer made 

payable to "Mortgage RecovefY. Law Grouo Trust Account," Account Number: 

(b)(4) .. en l n _ •..••..• _. ufouting Number:j .. n u ~eference: CTX Settlement.

RELEASE 

1.5 Unknown Claims. Each Party acknowledges that this Settlement 

SETTLEMENT AGREEMENT & MU'IUAL RELEASE 

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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 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 with respect to the Loans as provided for herein. 

1.6 Each Party certifies that they have read and understood the following 

provisions ofCalifornia 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 

SEITLEMENT WITH THE DEBTOR." 

1.7 Each Party understands and acknowledges that the significance and 

consequence of its waiver ofCalifornia Civil Code §1542 is that even ifany Party should 

eventually suffer additional damages arising out ofthe obligation to repurchase and/or 

indemnify for losses associated with the Loans, the claims and causes of action that were 

or could have been asserted relating to the obligation to the repurchase and/or indemnify 

for losses associated with the Loans, or any facts or circumstances related to the 

obligation to repurchase and/or indeiiUlify 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 it consciously intends these consequences 

even as to claims for damages that may exist as ofthe date ofthis release but which that 

Party does not know exists, and which, iflmown, would materially affect that Party's 

decision to execute this release, regardless of whether that Party's lack ofknowledge is 

the result of ignorance, oversight, error, negligence, or any other c.ause. 

1.8 Each Party hereby fully, finally, and forever releases and discharges the 

other Party, and any and all ofits respective past, present, and future affiliates, 

employees, members, partners, joint venturers, 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 ofsuch 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 

SETTLEMENT AGREEMENT & MU1UAL RELEASE 


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of action, claims, demands, damages, debts, losses, costs, expenses, attorney fees or other 

liabilities ofevery 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 were or 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. 

1.9 Notwithstanding any other provision in this Settlement Agreement, the 

FDIC does not release, and expressly preserves fully and to the same extent as ifthe 

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 intent 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 

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

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

1.10 Notwithstanding any other provision in this Settlement Agreement, the 

Parties do not release, and expressly preserve fully and to the same extent as ifthe 

Settlement Agreement had not been executed any claims arising out ofor in connection 

with existing or failed financial institutions other than IndyMac Bank, FSB. 

1.11 Conditions ofExecution. Each Party acknowledges and warrants that its 

execution of this Settlement Agreement is free and voluntary. 

1.12 The FDIC has not waived, transferred or assigned the claims released by 

the FDIC herein. This Settlement Agreement has been reviewed and approved by the 

FDIC and the execution and delivery hereof by the FDIC has been duly authorized by all 

necessary consents, approvals and all other applicable requirements. No parties not 

expressly made a party in this Settlement Agreement are required to join in this 

Settlement Agreement on behalfof the FDIC in order to make this Settlement 

Agreement, the releases contained herein and the documents to be executed by the FDIC 

pursuant to this Settlement Agreement valid, binding and enforceable against the FDIC. 

1.13 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 !ZOmpromise 

ofdisputed claims. 

1.14 Fair Meaning. The Parties hereto further agree that the language of all 

parts ofthis Settlement Agreement shall in all cases be construed as a whole, according to 

its fair meaning, and not strictly for or against any ofthe Parties. 

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1.15 Governing Law. The Parties agr~ to submit to the Courts ofthe City 

and County ofLos Angeles, California, for any dispute arising out ofthis Settlement 

Agreement, or related thereto, and consent to the jurisdiction of said Courts and further 

agree that any and all matters ofdispute shall be adjudicated, governed and controlled 

under California law. 

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

or seek damages, injunctive relief, or specific performance for violation ofthis 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 ofthe action, including any appeal. 

1.17 Severability. The Parties hereto a~ that if any provision ofthis 

Settlement Agreement is declared by any court to be illegal or invalid, the validity ofthe 

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. 

1.18 Binding Effect. This Settlement Agreement shall be binding upon and 

inure to the benefit ofthe Parties and their respective heirs, personal representatives, 

Successors, and assigns. 

1.19 Review and Understanding. The Parties have entered into this 

Settlement Agreement voluntarily, having fully read and fully understanding the meaning 

and effect ofall of its terms and provisions, and fully understanding its and their costs 

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

Agreement and has conducted such inquiry as they deem necessary 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 

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 circumstances. 

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 ofwhich shall fonn 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. 

1.22 Waiver. No term or condition ofthis Settlement Agreement shall be 

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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 or as to any other 

act than that specifically waived. 

1.23 Beadings. The headings ofparagraphs herein are intended solely for the. 

convenience of reference and shall not control the meaning or interpretation of any ofthe 

provisions ofthis Settlement Agreement. 

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

request ofthe 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 rights ofthe 

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

created by this Settlement Agreement. 

1.25 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 ofthe date set forth in the opening paragraph 

ofthis Settlement Agreement 

For: The Federal Deposit Insurance For: CTX Mortgage Company LLC 

Corporation as Receiver fori'-------'=--=~_,___ ' 


IndyMac Bank, FSB (b)(6) 


(b)(6) 

-B-y:-/r--"--"-~----,, By: 

Name: 8 ,· c;.. \.u;.,J, sh G ~ ({ Name: lit~k..~J ~. Sv.lllveov-. 

Title: C c u N ~e.. ( Title: _:;y?, G~....,..,.J Caul'!~~\ 

Date: ~ - ~ - ~ ( Date: t {-i.J/ Z6 1l 

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