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

;SETTLEMENT AGMEWNT .AND MUTUAL RELEASE; 

THIS SETTLEMENT AGREEMENT AND MUTOAL 'RE?f1~'£ 

c·sett1ement Agreement") is entered into and made effective as of the · day of Jtme7 

2009 ("Effective Dah:r)~ by and between FEDERAL DEPOSIT INSURANCE 

CORPORATION (~~FDIC") AS RECEIVER AND CONSERVATOR FOR UID'YMA.C 

F:EDER.A..L BANX, F.S.B., F/K/A fr.."D1'l'v1AC l3Al"\TK~ F.S.B. C'JndyMac'), and 

NORTHPOINT MORTGAGE CORPORATION (''Northpoint"), TI1e FDIC, and 

Northpoint may hereinafter be ref¢:rred to individually as a "Party" or collectively as the 

''Parties'). 

RECITALS 

l.l On or about October 30~ 2001. I:ndyM~c and No:rthpoint~ entered into a 

written Customer Agreement and e~Mits User Agreement (hereinafter "Agreement'') and 

incorporatoo IndyMac Seller ~ide ("Guide''), 

1.2 Pursuant to the Agt'eement, Northpoint .subm.ittcd to lndyMac the 

following eleven (11) lo2ns (hereinafter "Loans"): 

.. ~ ........ .. 

I Loan No. 

SE'ITLEMENT .AGREEMENT & Mt'JTUAT. RF.LEA!'lR 

Page I of7 
(b)(4),(b)(6) 

1.3 lndyM.ac claim.s that N.orthpoint breached certain representations and 

warranties contained in the Agreement and Guide in submitth1g the Loans to IndyMac. 

lndyMac demanded Northpoint repurchase the Loans and/or indemnify Indy Mac for its 

losses. Northpoint failed to do so. 

1.4 On or about January 28~ 2008~ lndyMac ,filed its original complaint in a 

la\vsu.it against Nortbpoint en.titledln(vMac Bank, F.S.B. v. Northpoint ,_\-fortgage, Inc., et 

al .• Case No. BC384431. bcluding causes of action for br¢ach of coniract, express 

indemnity) specific performance~ n~gligent misrepresentatiot\. negligent hiring, and 

negligent supervision arising out of the Loans ("Action."). lndyMac fikd f.lrst and 

secot:.d amended complaints an February 6, 2008; and May 8~ 2008, respectively. 

1.5 The Pa.rties desire and have agree-d to ~ettle all claims relating to the 

:repurchase a:nd/or indemnification 9bligations on all loans submitted by Northpoint to 

IndyMac pursuant to the Agreement~ including the Loans that are the subject of the 

Action) in their entirety upon the tenns and conditions hereinafter set forth. 

AG:Rl:EMENT 

NOW~ THEllEFOll.E, m con.sideration of the mutual covtmants :md promise~ 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; 

1.6 PayJnent to lndyMac. Northpoint shall p.ay to the FDIC the total sum 

of $22~500.00 (twenty~two thousand and five hundred dollars) (the HSettlement Funds"). 

Payment of the Settlement Funds shall be made upon exe-eution ofthis Settlement 

Agreement Payments shall be made by eheck or draft made payable to IndyMac Federal 

Bank, FSB and. sent to Wright~ Finlay & Zak., L.L.P ·> 4665 MacArthur Court. Suite 280. 

Newport Bench~ CA 92660. 

l. 7 Within. five (5) business days of the FDlCs counsel's receipt of the 

paym.enr of the Settlement Fund.s. the FDICs counsel shall file a request for dismissal 

with prejudice. 

1.8 Efl.ch party agrees that S~ction 664.6 ofthe Code of Civil Procedure of the 

State of California shall apply to this Settlement Agreement and the court shall retain 

jmisdiction over the parti~s to enforce this Settlement, Agreement. 

SEITY ... EMEN1' A<:m.6EI\.tENT lit M:LmJAt,. ru;:t.EAS!S 

Pa~2of7 
1.9 the parties sh.ul bi!ar tneir owu c.osts and attorneys' fees. 

R.ELEA8E 

1.10 UuiOiown Claims. Each Party acknowledges and agrees that the release 

they give to the other Party upon executin.g this Settlement Agreement applies to all 

claims for injuries, damages: or lcsses of any type or nature (whether those i1\il.l1'i.es~ 

damag¢8, or losses are known or uoknO\\'U, foreseen or unforeseen, patent or latent) 

which that Party may have aga~n t the other Party arising from or in conjunction with all 

loans submitted by Northpoint to lndyMac pul'Suant to the Agreement, including the 

Lom1s that are the subjoct ('If the A{;tion, and each Party hereby expressly waives 

application of tillY appJ.ic::t.ble state sta.ttlte, indt~ding but nQt limited to California Civil 

Code§l542. 

1.11 :Each Party certifi~s that they ,have read and WJ.dt:J$tOod the following 

pr.ovisio:n.s of California Civil Code §J 542 wb.i.ch $tates in pertinent proi as follows: 

"A general release does not extet\d to claims which 

the creditor does not know or suspect to exist in his or ht:\1' 

favor 01t tb.e time of executing the release, which ifknoWI) by 

him or her must have materially affected his or her settlement 

with the debtor." 

1.12 Each :Party understands d acknowledges that the Bigrrificance w:td 

consequence of its waiver of California Civil Code §J 542 is that evert if either Party 

should eventually suffer additional. dama.ges arising out of loans submitted by .Northpoint 

to IndyMac-pursuant to the Agreement, mcluding the Loans that are the subject of the 

Action, that Party Will not be abltS to make auy claim fur those damages. Furthennon, 

each acknowled ges that tl)ey consciously intend thGso oonsequences ev~n as to claims for 

damages that may ex*st as of the date c1f. this release bnt which that Party does not know 

exists, and which, ifkno~ would materially affect that Party's decisio:o. to execute this 

release, regardle$S of whether that Party1s lack of knowledge is the result ofignora."'lee, 

ove si~t1 enurs negligenc~ or a.ny othet cause. 

l.l!i Except for the right$. duties. and obligations set forth in tbi~ Settlement 

Agreement the FDIC and Northpoint each hereby fully, finally~ and forever release and 

discharge the other Party. and any and ·all of its respective pa.st, preseut~ and future 

affiliates, employees, members~ partners, joint ventw'e.l·s, independent contractors~ 

attorneys, insurer$s ll- ~n~, U:rvestors, s:uccessors.. assigns, representatives, officers, 

directors, shareholders, agents. independent contractors, w:edecessors, successors and 

sssigns1 and any corporat on ~ partnership or Hm.itoo liability company which was or js at 

any time the parent or wholly o'IArned subsidiary of such entity, and any such 

corporation's, p~ ership's or lin:dted ijabilit:y oompany•s offi~ers, din::ct¢t~, exnployees 

Sc~MENT AGREEMENT&. MUTUAl:- RELJZASE 

Page 3 af7 

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••. w. -- .• .•....•••.. , ... J 
and! or agents, or any corporation, partrl.ership or limited liability company which was or 

is an affiliate: of such ~;ntity by virtu.<,; of conm:.1.01.1 ownership or control, and any such 

corporation'S1 partnership's or limited liability com.pa:o.y's1 officerl'; directors. emplo)feeS 

and! or agents of and from any and all actions, causes of action, claims, demands$ 

dmnage.s, debts, losses, costs_ expenses, attoQ"Iey £ees or other liabilities of every k:i.n.d and 

nature whatsoever, whether legal or equitable and whether known. or W'l.known, a.--ising 

out o.t resulting from, or rclatil~ to, in apy mann ~ r.ny and allloa.us submitted by 

'No:rthpoint to lndyl,vfa.c pursu;:mt to the Agreement, including the Loans that are the 

subject of the Action~ except that the FDIC retains any and al' actions. causes of action, 

claims, demands, damages, debtst losses, costs, expenses~ attomey fees or othet.· liabilities 

of every kind a:ttd nature against Third Parties (closing agents? settle:nlen.t ag~ntsi title 

compatiies1 insurance cmnpanies, appraisers> appraisal companies, third party originators, 

or insurance coropa:oie.s for any of the foregoing as collectively referred to as "third 

Parties") arising out of or relate..d. to tlie Loat1S. 

1.14 Notwithstanding my other prov-i$ion i.n this SettLement Agreement, 

Ncrthpoint immediately, exclusively, and irrevocably assigns to the FDIC any 2!ld all 

claims for injur,ies, d.arnages, or losses of any type or natllre (whether those injuries, 

damages, or losses aie know:n or unknow ~ foreseen or unforeseen~ patent or latent) 

which Northpoint has or may have against any and all Third Parties arising out of or 

related to the Loans. 

1.15 E~pl.""ess Reservation from Releases by FDIC Notwithstanding any 

other provis1on, by this Settlement Agreement, the FDIC does not ease~ and expressly 

preserve-s fully and to th: same ~xtent as if the ... ~eement had nor been executed any 

action taken by any other federal en~;y, In addition, this Settlement Agxeetnent does 

not purport to waiv ~ or intend to waive, any claims which could be brought by the 

United States through e.ithet the Department ofJustice or the United States Attomey)s 

Office in any federal judicial district. In a. ditkn~ the FDIC specifically reserves the right 

to seek court ordered restitution pursuant to r:he relevant provision$ of the Victim and 

\Vitncss ProteCtion Act, 18 U.S.C. § 3663, et seq., if appropriate. 

Ll 6 Confidentiality. Except as authorized i.n this ettl~tn@nt Agreement, the 

Parties agree that neither they no-r anyone acting on th~ir behalf, including their 

e...~ ti e attorneys, wjJJ. disclose to anyone any infonna.ti.on relating t.CI1 in any way1 the 

contents or terms of this Setrleme:nt Agree en~. the. fact of this settlement, or any matters 

pertaining to this settl~ment, including its negotiation, unless such disclosure is: (l) 

lawfully required by any governmental agency; (2) othe;rv,rise required by law (including 

legally required financial reporting or other disclosures); or (3) necessary i:n a:ny legal 

proceeding to enforce any provision ofthi:s S~tt <ro1.en.t Agreement. The Parties may 

disclose the terms of this Settlement • .t\greement to their respective auditors, accountants, 

tax advisors. and legal counsel, but only to the extent required for professional advice 

from those sources and only after securing- a com.m.ittnent from those professionals to 

S,g"ITL.fMENT A.OR.EEMENT & ~1tJ' UAL REUAS'E 

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maintain the coni1dentiality of this Settlerp.ent Agreement, as required above, to the 

greatest e~Xte:nt possible considering the:: purpos~ for which th,e tenus Of the Settlement 

Agreement are needed by those professionals.· 

t.l·7 Conditions of Execution. Each Party acknowledges and warrants that its 

execution of this s~tlement Agreement is free and volunttuy. 

1.18 No Admission. It is agreed that no Party hereto admits liability or 

wrongdoing of any nature, and that this Settler.nen.t Agreement is made as a compromise 

of disputed claims. 

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

parts oftllis Settlement Agreen1ent shall in all cases be construed as a whole, according to 

its fair meaning, a....'ld not strictly tor or against any of the :Parties. 

1. 20 Governing La-w. The Parties agree to submit to the Courts o.f the County 

of Orange. Califoroja, for any dispute arising out of this Settlement Agreement'} or related 

thereto~ a..od 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 law. 

1.21 Should any action be commenced to enforce, interpret> or se~ damages, 

inj1..mctive relief. or specific perfo:rma;rme for violation of this Settlement Agrcementt the 

prevailing party sh!ill, in addition. to any other available relief, be entitled to an award of 

reasonable attomey>s fc<::$ and Htigation exp\:J]~t::s incu:cre.d in the prosecution or defense 

o{the actior1l including any appeaL 

1.22 Severability. The Parties hereto agree that if a.ny provision of this 

SenlementAg:reernent is declared by .atry COUl1 to be i11ega1 or :invalid, the validity ofthe 

remaining parts, tem:l.$ or p:rovisians 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. 

1.23 lHndln.g Ef.fect. This Settlement Agreement shall be binding upon and 

inure to the ben efit of the Parties <'l.I'Id their respective heirs. personal representatives. 

successors, a.o.d assigns. 

1.24 Rtwtew and Understanding. The Parties have entered into this 

Settlem~t Agreement voluntarily, having fully read and fully undersumding the meaning 

and effect of all of its terms and provisions, and. fully unde.rstandin,g its and their costs 

and risk:~. Each of the Parties l1as consulted with legal couru1el concerning this Settlexnent 

Agreeme>nt and has conducted such inqlliry as th~y deero. necessary and advisable prior to 

entering into ~s Settlement Agr~ment. TI11~ Pru.ti~5 (mtcr in.tQ th.i,s So-ttlem.ent 

Agreement understanding that facts or other cirow:nstances may exist which are presently 

SBTI'.t.EMBNT .AQP..E~N'\' &: MUTUAL RELEASE 

Page 5 of'? 

o o •• •- • • ,, ,,,,_,,, ........ '0 ..... . .. _ -·· - 0 0 0 00 O , , , 0 , -,-. O OO _,, ... _ .... 0 00 "','-'''' Oo oOoooo ··- • 0'0 .,,0 \ .. 00 ... --. '"''''"•' >AO_, 
unkno\vn or undisclosed, at which are different from or other than those which they 

believe to be the case. and the Parties volu.tttarilv a..~surtte all risk.<; attendant to such N • • 

unknown, undisclosed. different, or additional fucts or other circumstances. 

L25 Apptoval, Authority, and Nonassignment. The Parties represent and 

warrant to one another that the approval of this Settleme-nt Agreetnent has been 

un.der.take:n in a proper and lawfhl manner and that they have the requisite power and 

authority to enter into and to perform their obligations under this Settlemf:.-n,t Agreem.ent~ 

and further warrant a.nd represent that they have not sold, assigned~ granted or transferred 

to any other person~ corporat~ or natural, or to any en tHy, any claim, action, demand, or 

cause of action released by this Settlement A.g:re~ment, 

1,:26 Number. Whenever app llcable, the singular shall include the pl'w:al~ and 

the plural shall include the singtJlar. · 

1.27 Countcrpatts/Execu:tion. This Settlement Agreero.ent may be executed 

in one or more counterparts, all of which $hall foro;. a single agreement. A Party~ s 

signature t:>tl this Settlement Agreement by facsimile shall be valid and effective for all 

purposes as au original signature. provid~d. however, the,t the original signature shall be 

produced upon request. 

1.28 Waiver. No term or condit~on of this Settlement Agreement shall be 

deemed to have been waived~ nor shal.J there be .a.n estoppel against the enforcement of 

any provision of this Settlement Agreement~ except by 'V'.'litt~ instromeuts signed by the 

Party charged with the waiver ot estoppel. No v-.ntten waiver shall be deemed a 

continuing waiver unless specifically s~ated therein~ and the written waiver shall operate 

only as to the specific term or condition waived~ and not for the furJre or as to .any other 

act tha.'1 that specifically waived. 

1.29 Headings. The l1eadings 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 

l ,30 Subsequent Agreements. The Pl\rties agree that. upon the reasonable 

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

instruments or documents that may reasonably be required to carry out the intentions of 

this Settlement Agreement, including such instrutnents as may be required by the laws .of 

any juri::tdictio:n, now io. effect or hctcin.aftct enacted~ that may affoot the rights of the 

Parties.as between themselves or others V~rith respect to their rights and obligations 

created by this Settlement Agreement. 

1.31 Entire Agreement. The Parties hereto further agree and promise that this 

Settlement Agreement sets forth the entire agreement betv.'een and among the Pro.iies and 

SETILBM:ENT A~~EBMSN't & MUTUAL RELBAS£ 

~agt 6 of7 
· fnlly supersedes any and all prior negotiations, agreements or understandings made 

between or among the Parties perta:ini.ng to the Loans a.nd!or Action. This agreement 

shall.not be modHled except in a ".ll.'.r:iting signed by the Parties or their authorized 

representatives. 

IN WITNESS "WH:tREOF, and .intending to be legally bound hru:eby. the Parties 

have executed this Settlement A_,~eement aa of the date s:et forth iu the o:{)ening paragraph 

ofthis Settlement Agl"eemertt. · { 

.lfor: Federal Deposit Insurance 

C Ol'pora ri .. on 

By: 

Name: ____________________ ___ 

Datet 

Approved as t.o Form and Con.tent: 

W:righ.t Fi.n.lav &. Zst LLP 

(b)(6) 

By: __ _.__,....,_-r.~r-----'-· ... · ............. ~-·, .. -.. .,...¥ 

Robert F. · · ay~ Esq. 

Atto ' for Federal Deposit 

Insuranc.e Corporation 

For: Northpoint Mortgage 

Corp rarl~o~n~~--~--------~ 

By: I OOOOO mm l OOOOOOOOOOOOOOOOOOOOOooOOoo5~)(6) 

Name: . 

~--

A-rriauet --~~~~~~~6fttJfHi ~--

i1>11>J~ .~'~---~ 

Date: /~~J£c~<J 

;;·r~Mr ~~ao· r aw G rano. E t 

Ryao . Thomas, Esq. 

Attorneys for Northpoint Mortgag(l 

Corporation 

SB'ITt:EM.ENi A<3M"DM'eNT &. MUTUAL REl-EASE 

l'a~'iof7 
(b)(6) 

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· runy sup~des S.."lY tmd au prior nes~ti~tions, asreemen~s or u:ndoratM.dmss made· . I 

' between or ilU9ntfthe Partits pwinin.s Jo the Loans and/or A~tion. This asrce:m=t 1 

shall not be .ciodi.fied except in a. ·wriijpg !Signed by tb.e PBrlieJt or their au.thmized . repl'ell¢tltat.ives. · ! · · I' 

xN Wl'l'NESS "WHE.REOF. andtintending. to be l~ally bound hereby, the Partie& · I 

h,aYe \iixuuted this Sctd~ent ~t a$ of the d.ttc ut fOrth fu.tho operuns paragraph · ~~ o.f.tlti#· Se-ttl~ent Agreemem: . · j , 

:lffl.r. 'Federal Deposit I.osorance · \ Fo .. : Nortllpoint Mortgaee ! 

:~t=~ ~- P~n-~ ~ ·:!:;a~g ·R~:;~ 1 ~l<'ll Titlll ~ Pk-~f<.S_I 'title: .......;...I;PR ..... t~~r;::........tlfri~'L--~--- ·Date-: . :r .,.,~ ? ,.,_.., 1. .. .. 1· na~e: _. -=-6.~/JI'>.;:v .. tf@...,., ............. 9 _ __,... __ 

Approved a. to Form and Conumu 

Wrigb.~ Fln.lay &c Zak, LLP 

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lly;"'""=-:-..::..:-:;::-=~~=---...:..-- .Rob«t F. Finlay. :&q, 

Anonre}'i fqr Pederal Pe)'oait 

hul.U1UJ.Ce. C~tic;m : 

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· ltyan • Thomu. &q. . . . 

. · AttorneY. £Or Northpoint Mortgllge 

Ccrporation · 

smtEMENT AG~&:MUTUAL R.EIBASE . t'<l~7~? ! . . 

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{b)(6t