o 

(b)(2) 

ft receive ~UliiJJ,p . 

SETTLEMJCNX AGRQMENTANP Ml11lJ& R.Ey;ASE 

D 

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

{"Settlement Agreement") is entered· into and made effective as ofthe 6thday ofAugust, 

2010 ("Effective Date''), by and between the Federa.l Deposit Insurance Cozporatlon as 

Receiver for IildyMac Bank, FSB ("FDIC'') and l~BOO~East-West Mortgage Company 

("1-800~EAST~WEST"). The FDIC Dlld J-800-EAST-WEST may hereinafter be referred 

to individually as a "Party" or collectiveJy as the "Partie~." 

RECITALS 	 ,:, . 

1.1 1-800-EAST-WBST sold an4/or·delivered mortgage loans. to It1.dyMae 

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

Parties with respect to outstanding demands for repurohas~ and/or indemnity. ... Specifically,JndyMac Bank, FSB made demands to 1-800-BAST-WEST fc:Jr tepurchasc 

end/or indemnification based upon f-800-EAST-WEST's breach ofthe representations 

md wammties as set forth in the written agreements. 

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

all repurchase and indemn.ifica#on claims relating to the mortgage loans sold directly by 

1~800-EAST-WEST to IndyMac BBDk, FSB (coJlectively, the "LOANS") upon the tenns 

end cmidi.tions hereinafter set forth. · 

AGREEMENT. 

. . NOW, THEREFORE., in consideration ofthe mutual covenants and promises set 

\ 	 forth here.in, and for other good and valuable consideration, the receipt and sufficiency of 

which are hereby aclalowledged by the Parties, the Parties, intending ~o be legally bwnd, 

agree as follows: 

i.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 ofthe Settlement Agreement. 1-800-EAST-WEST 

the tota~ sum of$142,000 (one htmdred forty-two thousand dollii!S) (the "Settl 

FWldsj by IW later than August 9, 2010. The payment shall be made by wire tr 

(b)(4J . m.ade payable to "Mortgage ~~ycry Law Group Trust Account," Account N-·-'"......'' (b)(4) -r- . · JRoutingNumb"l__ - ]Reterence: 1-SOO~East-WestSettl 

S.Em"LEMENT AGREEMENT & MU1UAL ~B 

Pase I oCS . 

(b)(6J 

(b)(6) 

jl 
RELEASE 

· 1.5 Unknown Claims. EBCh Party acknowledges and agrees that tlris 

Settlement Agreement PJ!plies to all claims for injuries, dmnagcs, or losses ofany type or 

nature (whether those injuries, domages, or losses are known 01'Wlknown, foreseen or 

wtforeseen, patent or latent) which each Perty may have against the other Party arising 

from the LOANS. Each Party hereby expressly waives application ofCalifornia Civil 

Code§1542 and any other sbitilar statute or rule. 

1.6 Each Party certifies that it has·read and understands the following 

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

"A general rele.ase 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 iflaiown ... . by him or her must have materially affected his or her 

settlement with the debtor." 

1.7 Each Party understands, acknowledges and agrees that the signi:fic:ance 

and consequence ofits waiver ofCalifornia Civil Code §1542 is that even ifeither Party 

should eventually-suffer additional damages arising out ofthc LOANS, the claims and 

ca.u&es ofaction that were or could have been asserted relating to the LOANS, or any 

facts or cirownstancea related to the repurchase ofand/or indemnification oflosses 

associated with the LOANS, that Party will not be able to make any claim for those 

damages. Furthermore, each Party acknowledges and agrees that 1hey consciously intend 

tbes~' coDSequences will apply to claims for-damages that may exist as ofthe date ofthis 

release but which that Party does not know exists, and which, if!mown, would materially 

affect that Party's decision.to execute this release, regardless ofwhether that Party'alack 

ofknowledge is the result ofignorance, oversight, error, negligence, or any other cause. 

1.8 Bach Party he.reby fully, f:inally, and forever releases and discharges the 

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

employees, members, partners, jointventurers, independent contractors, attorneys, 

insul'ers, investors, successors, 8118igns, representatives, officers. directors, shareholders. 

predecessors, successotS IQld assigns, and lillY corpoJ'l!tion, partnership or limited liability 

company which was or is at any time the parent or wholly owned subsidiaiy ofsuch 

entity, -and any SU<;:h corporation's, partnership's or limited liability company's officers, 

directors, abdtor employees, or any corpora;ion, partnership or limited liability company r---­ which was or is an affiliate ofsuch entity by virtue ofcommon ownership or control, and (b)(6) 

any such corporation's, partncrBhip's·or limited liability COmpilllys, officers, directo 

and/or employees ofand from any and all actions, causes of action, claims, demand 

damages, debts, losses, cOsts, eXpense&, attorney fees or other liabilities ofevery · · 

nature whatsoever, whether legal or equitable and whether ~own or unknFo"""'wn-'=L::::IItlS.:::'z.Bl.....L....__J. 

(b)(6J 

SHITLBMmiT AGkEBMENT&MUlUAL~ 

Pagc2or5 

mit of; resulting from, or relating to, in-any manner, the LOANS, the claims and causes of 

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

circumstances related to tlie repW-chase ofand/or ind.cmniflOation oflosses associated 

with the WANS. ' . 

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 pUJport to waive, or intend to 

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

Depamnent ofJustice or the United States Attorney's Office for any federal judicial 

district. 1n addition, the FDIC specifically zeserves the right to seek court ordered 

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

18 U.S.C. § 3663, etseq., ifappropriate. 

... 1.10 Condltlons ofExeeutlon. Bach" Party acknowledges and warrants that its 

execution ofthis'l;ettlement Agr~ent i~ free and vol~tary, 

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

wrongdoing ofany nature, and that this Settlement Agreement is made as a compromise 

ofdisputed claims. 

1.1.2 Fair Meaning. The Parties. hereto further agree that the language ofall 

parts ofthis Settlement Agreement shall in all cases be constru.ed as awhole, according to 

its fair meaning. and not strictly for or against any Party. 

1.13 GovemfDg Law. The Parties agree to submit to the Courts ofthe City 

and CoWlty ofLos Angeles, Calif~~ for any dispute arising out oftbis Settlement 

Agreement, or related thereto, and consent to thejurisdiction ofsaid Courts 1111d further 

agree that any and allroatters of dispute shall.be adjudicated, governed and controllod 

under Califomialaw. 

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

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

Agreement, the prevailing party sbal~ ill addition to my other available relief, be entitle·""<"'b)=(6),__..., 

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

prosecution or defeDSC ofthe action, including any appeal. 

· 1.15 Severability. The Parties hereto agree that if11P-f provision of 

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

remaining parts, tenns or provisions shall not be affected thereby, and such illeg 

invalid part, term or provision shall be deemed not to be part of this Settlemrent=......._~.=.:....--L__J_~ 

Agreement (b)(6) 

SJmLEMllNTAOREBMBNT ItMU'ruAL RELBASB 

P~&~lof5 
. 1.16 Bindlug Effeet. This SettleQ:Jent Agreem~t shall be binding upon and 

inure to the benefitofthe Parties and their respective heirs, personal representatives, 

successors, and assigns. 

1.17 Review and Understanding. The Parties have·cntered into this 

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

and effect of all ofits tenns and provisions, and fully understanding its and their co!lts 

end risks. EBCh Party has consulted with legal counsel concerning this Settlement 

Agrcemcot and bas conducted such inquiry as they deem necessary and advisable prior to 

· 	enteri.tlg into this Settlement Agreement. The Parties enter into this Settlement 

Agn:emcnt 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. 

.... 1.18 Number. Whenever applicable, the singular aball include the plural, and 

the plural Shall include the singular. ll. 

1.19 Counterparts/Execution. This Settlement Agreement ~BY. be executed 

in one or more counterparts, all ofwhich shall fonn a aingle a~ement. A Party's 

sigDaturc on this Settlmumt Agreement by facsimile shall be valid and effective for alJ 

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

produced upon reQuest · 

1.20· Waiver. No tcnn or condition ofthis Settlement Agreement shall be 

deemed to have been waived, nor shall there be an estoppel against the enforcement of 

any provision ofthis Settlement Agreement, except by written instnunents signed by~ 

· Party chargedwith the waiver or estoppel. No written waiver -shall be deemed a 

continuing waiver Wlless specif1Cilly slated 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. · 

1.2J .Headings. The headings ofparagraphs herein are intended solely for the 

convenience ofreference and shall nol control the meaning or interpretation ofany ofthe 

provisions ofthis Settlement Agreement. 

(b)(6)

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

request ofthe other PIUty, they shall execute, aclmowledgo, BDd deliver any e.ddi · nal 

instruments or documents that may reasonably be required to carry out the int:entib¥"61 

this Settlement Agreement, including such instruments as _may be required by the 

any jurisdiction. now in effect or hereinafter enacted, that may affect the rights of 

Parties as between themselves or others with respect to their rights 8Ild obligatio created by this Settlement Agreement. ,__._.._,__,__-===~----. (b)(6) 

SBITLBMENT AOREEMEN1 A MUWAL IUlU!ASB 
 · Pap4ofS 

U3 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 e~tcept 

in a writing signed by the Parties or their authorized representatives. 

. IN WITN~S WHEREOF, and intending to be legally bound hereby, the Parties 

have executed this Scttlcme.llt Agreement as ofthe date set forth in the opening·paragraph 

ofthis Settlement Agreement 

For: Federal Deposit lllsuranu For: l-8~0...East-West Mortgage (b)(6) Corporation as Receiver for 

·-JodyMac JJ~gk, .FSB 

(b)(6) 

.. . By:f 

Q. 

Name: 

.... --------­ J t< ~~d.-~ s. s:i ~ ~ N ~w.l 01~~

Title: c au ~J s; oa \ Title: &;-l(. rJ. .;.,'fA:_ UltL. f&i,J~t 

Date: 9-~ - .2-d \:() Date: 1""6'20/o 

Sf!Tl.i..EMBNT AG!UiBMBNT8: MUIUAL RELEASE 

PascSofS 
. 1.23 Etttirc Agt·ecment; The !'iu1ios.hereto fi.mhk ~gree atio jltQmJse thanh.is 

Settlemen:tAgteetnentsef:Sfortli.the entire agtcemt;nf~~tween.llnd flliioUg the Patties.and 

fully supetsedesiatiy ij~t~all·prlofilegoti~ttfgns, agl:eehiC,J:lf$OrUhderstart~ings nfade 

~etween or among the Piuiies, 'This· Settleti1ct1t A;greer:hent s4a4 not 'be modlije(l except, 

iit aWlitin:gsign~d by thel'ruties Oi'thtir authorized t'epresentati\Tes. 

. . lN Wl'tN.ESS WlfE'REOF, a)l.d •il1kn4ing to be legally boUlld Jieteby, :th.e :PalttC$ 

]1ave cxecili;ed Ihi$ Settlein¢btAgreemertt as oftbo date setfortll inthe:opening'piiragl'~Ph 

ofthi$ Se't1lem~t Agreement. 

Foi'! 	 Fedct·al.])ep~ositi'llsm·rinc~ JJ'i)t: l4!PO~East-Wcst:1\'Iottgl}ge 

C01poration as }tecciyel' for Cbmpany 

(b)(6) 

... -Uy:{

P.. . 

Name: 	. 

Title: 

Dater 

p. 

IndyMac D.ank, FSB 

. ] '----~-::------:-----,--:---_j_ 

\§' P.. <:&J... S.'Ci. i V 

. . . 

..CJJ • .G,. ~ :2d \ '(J Date: 

(b)(6) 

:SBr:tLEMEttfi,dRb'EMENr& MU'ltiAL REI,.EASE P~go5rif5: