S'F-TTI~RMENT AN]) UI«~LI~ASlt~ AGREEMENT 

This Settlement and Release Agreement ("Agl'eement") is made by, between, and among 

the following undersigned llal'tics: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Colonial Bank 

("FDTC-R») and CTX Mortgage Company LLC (the "Settling DefendunC') (individually, the 

J'DIC-R and the Settling Defendant may be refened to het·ein as "Party" and collectively as the 

"Parties"). 

RECITALS 

WHEREAS: 

Prior to August 14,2009, Colonial Bank ("Bank,) was a depository institution organized 

and existing undet' the laws of the State of Alabama; 

On August 14, 2009, !he Alabama State Banking Department closed the flank and 

put·suant to 12 U .S.C. § 1821 (c), the Federal Deposit Insurance COl'poration was appointed 

Receivet·. In accordance with 12 U.S.C. § 1821 (d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Bank, including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded wet·e all of the Bank's claims, 

demands, and causes of action that at'e subject to this Agreement; 

The FDIC-R has asserted claims against the Settling Defendant, arising out of an 

outstanding demand fot•t•cpurchasc and/or indemnity, for certain loans CTX broker~::d, sold 

and/or delivet·ed to Bank pursuant to a written agreement and based on alleged breaches of 

representations and warranties set forth in the written agreement ("Claims"). The Settling 

Defendant denies liability fol' the Claims. 

The undersigned Parties deem it in theil· best interests to cntct· into this Agreement to 

avoid the uncertainty and expense of litigation. 

NOW, TI-IEREPORE, in consideration of the promises, undertakings, payments, and 

releases stated hel'ein, the sufficiency ofwhich considel'ation is hereby acknowledged, the 

undersigned Patiics agree, each with the other, as follows: 
SRCTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC~R executes this Agreement, the Settling Defendant 

agrees to pay the FDIC-R the sum ofFour Hundred Thirty Five Thousand Dollars($ 435,000) 

("the Settlement Payment,). 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfc•· into an account designated by FDIC-R by notice to the attomcys fot· the 

Settling Defendant or by certified or cashict·'s check drawn upon a dcpositot·y institution 

acceptable to FDIC-R. 

Ju the event that the Settlement Payment is not delivered to the FD IC-R ( ot· its counsel) 

by thirty (30) calendar days fol1owing the date the FDIC-R executes this Agreement, interest 

shall acct·uc on all unpaid amounts at the rate of 5% per annum from thirty (30) calendar days 

following the date the FDIC-R executes this Ag1·eemcnt \mtil the date of payment. 

C. If the FDIC·R does not receive the Settlement Payment in full on ot· before the 

date determined by subsection A above, then the l4DIC·R, in its sole discretion, shall have the 

right at any tim~ prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing fi·om the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26U.S.C. § 6621(a)(3); or 

2. Enforce this Agreement, in which event the Settling Defendant agrees to 

jmisdiction in United States Distl'ict Court Cenh·fll Distl'ict ofCalifomia and to pay all of the 

FDIC·H.'s reasonable attorney's fees and costs expended in enforcing the tc1·ms of this 

Agreement; OL' 

3. Terminate the Agreement and institute an action on the }?DIC-R's Claims. 

The Settling Defendant furthct· agrees to waive any defense based on any statute of limitations 

that would bat· any of the FDIC·R's Claims and waive all objections, defenses, claims or 

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counterclaims, and covenant and agree not to asset't any objections, defenses, claims ot· 

counterclaims that did not exist ot· were othct·wisc unavailable as of the date this Agreement was 

fully executed; and/or 

4. Seek any othct· relief available to it in law or equity. 

Any extension of time undet· Section I.C.l for delivery oft he Settlement Payment ot' 

acceptance of a portion of the Scltlcmcnt Payment shall not prejudice the PDTC-R's rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time pri01· to t·eceipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Scttlementl>aymcnt in full and except as pmvided in Section II. C., 

the FDIC-R, fo1· itself and its successors and assigns, hereby releases and dischat·gcs the Settling 

Defendant and its heirs, executors, tt·ustees, administmtors, I'Cpresentativcs, successors, and 

assigns, and Pulte Mortgage, from any and all claims, demands, obligations, damages, actions, 

~nd causes of action, di1·ect oa· indirect, in lnw or in equity, belonging to the PDlC-R, that arise 

from or relate to, the Claims. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release gt·antcd in Section II.A. above, the Settling 

Defendant, on behalf of itself and its heirs, executors, trustees, administrators, agents, 

representatives, attorneys, successors, and assigns, hereby releases and discharges the FDfC-R, 

and its employees, officers, directors, rep•·escntativcs, aUorncys, successors and assigns, fi:om 

any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, that arise fi'Om ot•t•elute to, the Claims. 

C. Exceptions from Releases by FDIC~R. 

1. Notwithstanding any other provision of this Agreement, the FDIC~R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any clnims ot· causes of action: 

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a. Against the Sett1ing Defendant or any other pct'son or entity for 

liability, if any, incmt·cd as the maker, endorser or guamntot' of any promissory note or 

indebtedness payable or owed by them to I~DIC-R, the Bank, other financial institutions, or any 

othet· pet·son or entity, including without limitation any such claims acquired by FDIC*R as 

successor in interest to the Bank or any person or entity other thnn Bank; and 

b. Against any person Ol' entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other pi'Ovision of this Agreement, nothing in this 

Agl'ccmcnt shl\11 be construed or intet·pt·cted as limiting, waiving, releasing, or compromising the 

judsdiction nnd a\lthority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory m· regulatory authol'ity o1· to diminish its ability to institute administrative 

enforcement Ol' othct· pmcccdings seeking removal, prohibition, Ol' any other relief it is 

authorized to seck pursuant to its supervisory or regulatory authodty against any person. 

3. · Notwithstanding any other pt'Ovision of this Agreement, this Agreement 

does not purport to waive, Ol' intend to waivct any claims that could be brought by the United 

States through the Department of Justice, the United States Attomey's Office for any fcdcml 

judicial distt·ict, or any other department m· agency of the United States as defined by 18 U .S.C. § 

6. In addition, the FDIC-R specifically rcsctves the l'ight to seck coul't~ordcrcd restitution 

pursuant to the relevant provisions ofthc Mandutory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. seq., if appmpriate. 

SECTION III: Repl'cscntations ami Aclmowlcdgcments 

A. Section 1542 Waiver. Each Pa1·ty acknowledges that this Ag1·ccmcnt applies to all 

claims for injuries, damages, or losses of any type ot· nature (whether those injuries, damages, or 

losses arc known or unknown, fot·csccn or unforeseen, pntcnt Ol' latent) which that Party may 

have against anothcl' Party arising from the Claims. Each Patty hereby expressly waives 

upplicalion of California Civil Code §1 542 and any other similar statute or rule. Each P~wty 

cci·tifics that they have read and understood the following provisions of California Civil Code 

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§1542, which states in pertinent part as follows: 

A GENI~RAIJ UELEASE DOES NOT EXTEND TO CLAIMS 

WHICH THJ1

: CREDITOR DOES NOT KNOW OR SUSI>ECT 

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF 

RXECUTING THft: JH~LEASE, WHICH IF KNOWN BY HIM 

OR III~R MUST HAVJ!~ MATEIUALLY AJ!'FECTED HIS OR 

HER SETTLJt~MENT WITH THE DEBTOR. 

Each Party understands and acknowledges that the significance and consequence of its waivet· of 

California Civil Code§ 1542 is that even if any Pal'ty should eventually suffer additional 

damages arising out of the Claims, the claims and causes of action that were ot· could have been 

asserted relating to the Claims, or any facts or circumstances related to the Claims, that Party will 

not be able to mnkc any claim against the other Party fo1· those damages. Fmthermore, each 

Party acknowledges that it consciously intends these consequences even as to claims fm• 

damages that may exist as of the date ofthis release but which thut Party does not know exists, 

and which, if known, would materially affect that Party's decision to execute this release, 

regardless of whether that Pal'ty' s lack of knowledge is the result of ignorance, ovet·sight, error, 

negligence, or any other cause. 

n. Authorized SignntOl'ics. All of the undersigned pct·sons represent and warrant that 

they arc Parties hereto ot· ~reauthorized to sign this Agr·ccmcnt on behalf of the respective Pa•·ty, 

and that they have the full power and authority to bind such Party to each and every pl'ovision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned P~U'ties and thcil' respective heirs, executors, trustees, administmtors, representatives, 

successors and assigns. 

C. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

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SECTION IV: Reasonable Cooperation 

The Parties ag1·ec to cooperate in good faith to effectuate alJ tht: terms and conditions of 

this Agreement, including doing, m· causing their agents and attomeys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry, 

of any documents necessary to pcrfmm the terms of this Agreement. 

SECTION V: Other Matters 

D. No Admission of Liability. The undersigned Pat·ties each acknowledge and agree 

that the matters set forth in this Agrct:ment constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability OJ' infinnity 

by any of them regm·ding any claim OJ' defense, and that the Agreement shall not be offered or 

received in evidence by or against any Pat·ty except to enforce its terms. 

E. Execution in Countcrpm1s. This Agreement may be executed in counterparts by 

one or more of the Parties and all such countcrpat·ts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Pmties subscl'ibed thereto upon the execution by all Pal'tics to this Agreement. 

F. Choice of LAw. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State ofCalifomia. 

G. Notices. Any notices required hcrcundet· shall he sent by registered mail, first 

class, return receipt requested, and by cmaiJ, to the following: 

If to the PDIC-R: Michael Delbick, Mottgage Recovery Law Group, 700 North Brand 

Boulevard, Suite 830, Glendale, Califomia 91203; Telephone: (818) 630-7900; EmAH: 

(b)(6) . I~;;;;~···;,_····· ________ ____. 

If to the Settling Defendant: Michelle Mcintosh, CTX Mot1gagc 

7390 S. Lola Street, Englewood, Colorado 801 12; Telephone: (303) 493-2382; Email: 

(b)(6) .............. L-1_····· .. _. ____ __. 

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H. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

set fmth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Patties bound thereby, or by their respective authorized attomcy(s), or other 

rcprcscntati vc( s ). 

I. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

J. N<!_Conii~eiJ.tialHy. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WITNESS WHEREOF, the Patties hereto have caused this Agreement to be executed 

by each of them or their duty authorized representatives on the dates hereinafter subscribed. 

'-~- I;)_ ;;~_, Date:+/'7 

Date: 

FEDERAL DEPOSlT INSURANCE CORPORATION AS 

RECEIVER FOR COLONIAL BANK 

CTX MORTGAGE C/0 PULTE MORTGAGE LLC 

BY: 

TITLE: 

PRINT NAME: ___ _ 

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H. Entil'e Agreement.. UJld AmcJ._Qmcnts. This Agreement constitutes the entire 

agl'eemcnt and understanding between and among the undersigned Parties concel'lling the matters 

set forth herein and supersedes any prior agreements Ot' understandings. This Agreement may 

not be amended m· modified, nor may any of its provisions be waived> except in wa·iting signed 

by the Parties bound thereby> or by their l'cspcctive authm·ized attomcy(s), oa· other 

rcprcscntati ve( s), 

I. TW~.~-!lH~l..QJlpt.i9ns. All section titles and captions contained in this Agt·ecment 

are for convenience only and shall not affect the inteL'PL'etation of this Agreement. 

J. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to tht: Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agt·ccment to be executed 

by each of them or theh' duly authorized representatives on the dntcs hel'cinafter subscl'ibcd. 

Date: 

Date:~l'-/ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR COLONIAL RANK 

BY: 

TITLE: 

I>RJNT NAME:--------

CTX MORTGAGE 

BY: 

TITLE: 

PRJNTNAME: ......::.~~~~::;..........;...;;;;........:.......;.., 

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