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SETILEMENT AND RELEASE AGREEMENT 

TillS SETTLEMENT AND RELEASE AGREEMENT ("Agreement,.) is made and Dbl(2l 

entered into by and between the FDIC as Conservator oflndyMac Federal Bank, FSB, located at 

888 East Walnut Street, Pasadena, CA 91101 ("IndyMac"), Abacus Mortgage, Inc. ("Abacus"), 

and Mel Taylor (''Taylor'1· IndyMac, Abacus, and Taylor. are sometimes referred to herein 

individually as the "Party" and collectively as the "Parties." 

RECITALS 

· WHEREAS, Indy Mac has filed breach of contract claims against Abacus and Abacus has 

filed counterclaims for breach of contract against Indy Mac in the action The Federal Deposit 

Insurance Corporation, as Conserv.ator oflndyMac Federal Bank, FSB v. Michael Greene, et 

al., King County Superior Court Case No. 07-2-32560-3 SEA related to the origination of certain 

real estate mortgages on property located at 1411 S. Lake Stickney Drive, Lynnwood, 

Washington ("Claims''); 

WHEREAS, the Parties now seek to settle the Claims as described in this Agreement. 

AGREEMENT 

In consideration of the recitals listed above, the covenants and promises in this 

Agreement, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the Parties agree as follows: 

1. INCORPORATION OF RECITALS. The Recitals are incorpomted herein by 

reference ~though fully set forth herein. . ' 

2. MUTUAL RELEASE. For the consideration of the sum of $40,000.00 to be paid 

to IndyMac by Abacus and guaranteed by Taylor as set forth below, the Parties, for themselves 

and'their successors, assigns, and any parents, subsidiaries, affiliated, or controlled entities or 

divisions, agents, employees, servants, officers, directors, attorneys, insurers, predecessors, or 

any potential claimant through them, including claims assigned to or by them, effective as of the 

date of this, Agreement, release, acqUit, and forever discharge eaeh other and their assigns, and 

any parents, subsidiaries, ~liated, or controlled entities or divisions, agents, employees, 

servants, officers, directors, attorneys, insurers, predecessors and successors from any and all 

manner of actions, causes of action, claims, demands, costs, damages, liabilities, losses, 

obligatio·ns, expenses, claims for punitive or exemplary damages, and compensation of any 

nature whatsoever, known or Wiknown, developed or undeveloped, in law or in equity, arising 

out of or relating in any way to the Claims. Within five days of execution of this Agreement, 

Indy Mac shall execute a dismissal of its complaint with prejudice. 

3. PAYMENT AND TERMS OF PAYMENT. Abacus shall pay to Indy Mac a total 

of$40,000.00 as follows 

3.1. Within 15 days of execution ofthis Agreement, Abacus will pay $5,000 to IndyMac. 

3.2. On or before December 31, 2009, Abacus will pay $17,500.00. 

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3.3. On or before December 31, 2010, Abacus will pay $17,500.00. 

3.4. All payments under this agreement shall be made by check payable to the Larkins 

Vacura LLP client trust account for the benefit_ of Indy Mac and mailed to: Christopher J. 

Kayser, Larkins Vacura LLP, 621 SW Morrison Street, Suite 1450, Portland, Oregon 

97212. 

3.5. Taylor has agreed to personally guarantee payment of all Abacus obligations under 

this· Agreement and will execute a guaranty ("Guaranty'') which is incorporated by 

reference. 

3. EVENT OF DEFAULT. Time is of the essence with respect to Abacus' 

performance of its obligations under this Agreement and Abacus shall be deemed in default if it 

fails to make timely payment of any of its obligations under this Agreement. · 

4. REMEDIES. In the event that Abacus is in default of any of its obligations under 

this Agreement, Indy Mac will provide Abacus with written notice of its default. lf the default is 

not cured within five days of the date of the written notice, the entire remaining unpaid amount 

owing under this Agreement will become immediately due and payable to Indy Mac by Abacus 

and Taylor and Indy Mac will have the right to pursue any and all remedies to collect those 

amounts including without limitation enforcement of the Guarantee. In the event of default, 

IndyMac shall be entitled to collect attorney fees and costs incurred in collection, regardless of 

whether it institutes formal legal proceedings to enforce its right to payment under this 

Agreement. Indy Mac Will further be entitled to interest from the date of default on any unpaid 

amounts at a default interest rate of 12%. 

5. LEGAL ADVICE. The Parties acknowledge that they have sought and obtained 

independent legal advice, to the ext~t they deemed necessary, prior to the execution of this 

Agreement. Further, the Parties acknowledge that they have read this Agreement in its entirety, 

understand fully its consequences, and agree freely and voluntarily with its contents prior to the 

execution of this Agreement. 

6. BINDING EFFECT. This Agreement shall be binding upon and inure to the 

benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. 

Each party hereto and the persons signing below warrant that the person signing below on such 

party's behalf is authorized to do so and to bind such party to the terms of this Agreement. 

7. NO ADMISSION OF LIABILITY. The parties acknowledge that this settlement 

does not represent an admission of fault. 

8. RESOLUTION OF DISPUTES. If any dispute arises concerning the tenns of this 

agreement, the Parties agree Stew Cogan will arbitrate the dispute and any decision rendered will 

be fmal and binding on the Parties. Attorney fees and all costs of such arbitration shall be 

awarded to the prevailing party. 

9. CONSTRUCTION. The Parties to this Agreement have had the opportunity to 

read, negotiate, review and present this Agreement to counsel of their own choosing and agree 

that any rule of construction to the effect that ambiguities are to be resolved against the drafting 

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Party, shall not apply to the interpretation of this Agreement. This Agreement shall be construed 

as a whole in accordance with its fair meaning and in accordance with the laws of the United 

States of America, and to the extent that state law would apply under applicable federal law, the 

state of Washington. The language of this Agreement shall not be construed for or against any 

particular Party. 

10. CONFIDENTIALITY. Except upon written consent of the other party, the parties 

and their counsel shall not make, issue, cause, encourage, per.rnit or authorize, issue, furnish 

infonnation for, comment upon, gossip or participate in any manner in any public or private 

statement to any person or entity, concerning the terms of this Agreement, including the fact or 

amount of payment, or the reasons or the circumstances concerning the parties' settlement of 

their claims, except that the parties or their counsel may disclose such to the parties • accountants 

in connection only with tax preparation. Additionally, the parties and their counsel may disclose 

the terms of this Agreement to a court. of competent jurisdiction as necessary to enforce or 

administer this Agreement or to comply with that court's order. 

11. SEP ARA 1E COUNTERPARTS. This Agreement may be executed in one or 

more counterparts, each of which shall be deemed an original document, and all ofwhich, when 

ta,ken together, shall be deemed to constitute a single document. Fax signatures and 

electronically transmitted signatures (for example: pdf files) shall constitute original signatures 

for the purpose of this Agreement. 

IN WITNESS WHEREOF, the undersigned have executed this Settlement and Release 

Agreement. 

Abacus :tylortgage, Inc. 

Title: <- "E.p 1 

Date: __ 1_-__.;.l_;_ll._:..-'-o--J~.___ ___ _ 

J(b)(6) Mel Taylor Guarantor L 

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Date:_~r _-_l_Lt_-_v_~=--'----

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The Federal Deposit Insurance Corporation, ::]•IDrforrndyMoo Fj Bm, 

Printed Name: ---:~:-Ige:naamc'*'iAO-E-G-f1o""l.,.,n.,..ez~­

Vice President Title:. ____________ _ 

Date: Qd- fo:±-/Q Of 

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