SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

("Settlement Agreement") is entered into and made effe1;tive as of the_ day of August, 

2010 ("Effective Date"), by and between the Federal Deposit Insurance Corporation as 

Receiver for IndyMac Bank. FSB (''FDIC") and imortgage,com, Inc, (''imortgage.com"), 

The FDIC and imortgage.com may hereinafter be referred to individually as a "Party'' or 

collectively as the "Parties". 

J!ECITALS 

1.1 On or about March 6, 2003, IndyMac Bank, F.S.B. ("INDYMAC") and 

imort~e.com entered into a business relationship governed by a SelJer Contract and eMlTS User Agreement (hereinafter "Contract"). 

t.2 Pursuant to the tenns of the Contract, imortgage.com sold to INDYMAC 

the mortgage loans that are identified on Exhibit "A., attached to this Settlement 

Agreement The mortgage loans identified in Exhibit "A" as well as all other mortgage 

loans sold and/or delivered directly by imortgage.com to INDYMAC are coHectively 

referred to herein as the "LOANS 11. 

1.3 The FDIC c!aim.q that imortgage.com breached the Contract by refusing to 

repurchase and/or indemnify for losses sustained on certain loans after receiving demands 

to do so. imortgage.com disputes the claims relating to those certain loans. 

1.4 On or about January 7, 20LO, the FDIC filed a lawsuit entitled FEDERAL 

DEPOSIT INSURANCE CORPORATION as Receiver for INDYMAC BANK, FSB v. 

;MORTGAGE.COM. INC., a Delaware Corporation in the United States District Court, 

Central District of California. Case No. CVl0-0114 (hereinafter "Action") seeking 

damages arising from the repurchase and/or indemnification obligations of 

imortgage.com. 

l.S Without admitting liability, the Parties desire to and have agreed to settle 

all repurchase and indemnification claims relating to the LOANS upon the terms and 

conditions hc:reinafter set fo11h. 

AGREEMENT 

NOW, THEREFORE, in consideration of the 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: 

SETTLEMENT AGREEMENT & MUnJAL RELEASE 

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(b)(6) ................... . 

(b)(4),(I:>) ..... 

(6) 

1.6 Recitals. The Recitals set fmth above are incorporaced into the body of 

this Settlement Agreement as though fully set forth herein. 

1.7 Payment of the Settlement Funds. imortgage.com shall pay to the FDIC 

the total sum of Six Hundred Fifteen Thousand DoHars {$615,000.00) (the "Settlement 

Funds"). Payment of the Settlement Funds shal1 be made as follows: 

By no later than September 7, 2010, imortgage.com shall make a payment of One 

Hundred Seventy Thousand Dollars ($170,000). 

By no later than October 7, 2010, imortgagc.com shall make a payment of One 

Hundred Seventy Thousand Dollars ($170,000). 

Beginning on November l 5,2010, and on the fifteenth calendar day of each 

month thereafter, the sum of Twenty-Five Thousand Dollars ($25,000) shall be 

made until the balance of the Settlement Funds is paid in full. 

Payments shall be made by wire transfer made payable to "Mortgage Recovery 

Law Group Trust Account," Account Number{ lRoutingNumber: ........................................ JI:>)(§) 

.. l ····· ···· I Reference: imortgage.com Settlement. 

l.8 Concurrently with the signing and delivery of this Settlement Agreement. 

imortgage.com shall execute a Stipulation for Judgment in the amount of Six Hundred 

Fifteen Thousand (.$615,000) in the fonn attached hereto as Exhibit L The Stipulation 

for Judgment incorporates by reference a proposed form of Judgment as Exhibit A lo the 

Stipulation for Judgment. Both the Stipulation for Judgment and the proposed fonn of 

Judgment are incorporated by reference herein and their terms are made a part of this 

Settlement Agreement. 

1.9 In the event imortgage.com defaults by failing to make a timely payment 

to the FDIC as set forth in this Settlement Agreement, the FDIC shall give written notice 

of the default and notice of the FD!C's intent to have Judgment entered. The notice of 

default shall be given via mail and facsimile addressed to: (1) John Tate. Esq., Davis 

Wright Tremaine, LLP2 865 S. figueroa St, Suite 2400, Los Angeles, CA 90017, fax 

.. number! ~nd (2) Jay Johnson, at imortgage.com, lnc., 4800 N. Scottsdale 

Road, Smte 3800, Scottsdale, AZ 8525 l . 

1.10 imortgage,com shall have seven (7) business days from receipt of the 

notice of default to cure the default. l f imortgage.com fails to cure the default within 

seven (7) business days, the FDIC shall retain all consideration it has received, and it 

may, in its sole discretion, seek entry of Judgment against imortgage.com, and enforce 

any Judgment entered against imortgage.com. Judgment may be entered by ex parte 

application (without testimony or trial and imortgage.corn waives the right to a court 

SETil..EMENT AGREEMENT&. MUTUAL RELEASE 

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and/or jury trial) after notice is given to imortgage.com as provided for in paragraph 1.9 

of this Settlement Agreement. 

t.lt Within five (5) business days of the FDlC's counsel's receipt of the fully 

executed Settlement Agreement and Stipulation for Judgment, the FDJC's counsel shall 

file a Stipulation and Order Dismissing Action with the Court Retaining Jurisdiction to 

Enforce the Stipulation for Judgment. 

t .12 The Parties shall bear their own costs and attomeys' fees incurred in the 

A~tion. 

RELEASE 

1.13 Unknown Claims. Except for the obligations arising under this 

Settlement Agreement, each Party acknowledges that this Settlement Agreement applies 

to aU 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 each 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 §1541 and any other similar statute 

or rule with respect to the LOANS. 

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

-provisions of California 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 EXEClffING THE RELEASE, WHICH IF 

KNOWN BY HIM OR HER MUST HAVE 

MATERIALLY AFFECTED HIS OR HER 

SETTLEMENT WITTI THE DEBTOR." 

1.15 Except for the obligations arising under this Settlement Agreement, each 

Party understands and acknowledges that the significance and consequence of its waiver 

of California Civil Code §1542 is that even if any Party should eventuaHy suffer 

additional damages arising out of 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 the 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 WANS, that Party will not be able to 

make any claim against the other Party for those damages, Furthennore. each Party 

acknowledges that it consciously intends these consequences even as to claims for 

SETILEMf.NT AGREEMENT & MUl'UAL RELEASE 

Page 3cf8 
damages that may exist as of the date of this release but which that Patty does not know 

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

release. regardless of whether that Party's lack of knowledge is the result of ignorance. 

oversight, error, negligence, or any other cause. 

1.16 Except fur the obligations arising under this Settlement Agreement, each 

Party hereby fully, finally, and forever releases and discharges the other Party, and any 

and all of its respective past, preselll, 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 of such 

entity, and any such corporation's, partnership's or limited liability e-0mpany'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 al1 actions. causes of action, claims, demands, dan-mges, 

debts, losses, costs, expenses, attorney fees or other Hablli ties of every 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. 

1.17 Notwithstanding any other provision in this Settlement Agreement, the 

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

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 intend IO 

waive, any claims which could be brought by the United States through eitller the 

Department of Justice or the United States Attorney's Office for any federal judicial 

district. 1n addition, the FD[C specifically reserves the right to seek court ordered 

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

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

1.18 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 compromise 

of disputed claims. 

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

parts of this Settlement Agreement shalt in all cases be construed as a whole, acrording to 

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

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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1.20 Governing Law. The Parties agree to submit to the Courts of the County 

of Los Angeles, California, for any dispute arising out of this Settlement Agreement, or 

related therelo, and 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 Attorneys' Fees. Should any action be commenced to enforce, interpret, 

or seek damages, injunctive relief, or specific perfom1ance for violation of this Settlement 

Agreement, the prevailing party shall, in addition to any other available relief, be entitled 

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

prosecution or defense of the action. including any appeal. 

1.22 Severabllity. The Parties hereto agree that if any provision of this 

Settlement Agreement is declared by any court to be illegal orinvalid, the validity of the 

remaining parts. terms or provisions shall not be affected ther¢by, and such illegal or 

invalid part, term or provision shall be deemed not to be part of this Settlement 

Agreement. 

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

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

successors, and assigns. 

1.24 Review and Understanding. The Parties have entered into this 

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

and effect of a1l of its terms and provisions, and fully understanding its and their costs 

and risks, Each Party has consulted with legal counsel concerning this Settlement 

Agreement and has conducted such inquiry as they deem necessary and advisable prior to 

entering inlo 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 arc different from or other than those which they 

believe to be the case, and the Parties voluntarily assume alt risks attendant to such 

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

l.25 Number. Whenever applicable, the singular shall include the plural, and 

the plural shall include the singular. 

1.26 Counterparts/Execution. This Settlement Agreement may be executed 

in one or more counterparts, all of which shall form a single agreement. A Party's 

sjgnature on this Settlement Agreement by facsimile sha11 be valid and effective for all 

purposes as an original signatul'e, provided, however. that the original signature shall be 

produced upon request. 

1.27 Waiver. No tenn or condiiion of this Settlement Agreement shall be 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

Page Sor& 
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 estoppeJ, No written waiver sha11 be deemed a 

continuing waiver unless specifically stated therein, and the wriuen waiver shall operate 

only as to the specific tem1 or condition waived, and not for the future or as to any other 

act than that specifically waived. 

1.28 Headings. Tbe headings of paragraphs herein an: intended solely for the 

convenience of reference and shall not control the meaning or intCl'pretation ofany of the 

provisions of this Settlement Agreement. 

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

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

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

this Settlement Agreement, including such instruments as may be requjred by the laws of 

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

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

created by this Settlement Agreement. 

1.30 Enforcement. If any enforcement of this Settlement Agreement is 

necessary or if any dispute arises after the entry of the Judgment against imortgage.oom, 

the Parties to this Settlement Agreement agree that the United States District Court, 

Central District of California, Western Divisfon, shall retain jurisd1ction to enforce this 

Settlement Agreement pursuant to California Code of Civil Procedure §664.6 until 

performance in full of the tenns of this Settlement Agreement. 

1.31 The Parties specifically agree that (l) this Settlement Agreement is only 

admissible as evidence and subject to disclosure in enforcement proceedings ofany 

obligations arising under this Settlement Agreement and/or to enforce the releases given, 

(2) imortgage.com shall not oppose a motion under Code of Civil Procedure §664.6 to 

enter judgment pursuant to the terms of this Settlement Agreement on the ground that this 

Settlement Agreement j,<; confidential or otherwise privileged, and (3) imortgage.com 

specifically waives the confidentiality privilege that may apply to this Settlement 

Agreement for purposes of its enforcement in a court of law. 

1.32 The FDIC warrants and represents that it has retained, owns and/or has the 

dghts to settle and release all repurchase and indemnification claims relating to the 

LOANS. 

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

Settlement Agreement sets forth the entire agreement betweetl and among the Parties 

with respect to the repurchase and/or indemnification obligations in connection with the 

LOANS, and fully supersedes any and all prior negotiations, agreements or 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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understandings made between or among the Parties. This Settlement Agreement shall not 

be modified except in a ·writing signed by 1he Par1ies or their authorized represeutatives. 

JN WITNESS WHEREOF, and intending to be legalJy bound hereby, the Parties 

have executed this Settlement Agreement as of the date set forth in the opening paragraph 

of this Settlement Agreement. 

For: 

(b)(6L_, _ _ _ 

By: 

Federal Deposit Insurance 

Corporation as Receiver for 

IndyMac Bank, FSB 

Name: i:<~c 'iha.>11 S ,,\).~ U 

Title: ti, U •V:i"l- ' 

Date: ~ - 3 \ - 2 0 l, 0 

For: lmortgage.com, Inc. 

By: 

Name; - --- - ------ Title: 

Dale: 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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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 WlT.[liw'ESS WHEREOF, and intending to be legally bound hereby. the Parties 

have executed this Settlement Agreement as of the date set forth in the opening para!:,,raph 

of this Settlement Agreement. 

For: Federal Deposit Insurance 

Corporation as Receiver for 

IndyMac Bank~ FSB 

By; 

Name: __________ _ 

Title: 

Date: 

For: imortgage.com; Inc. 

Title: e..o.o. 

Date: 

SETfLEMENT AGREEMENT & MUTUAL RELEASE 

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.................................... ,.c·,··,·T .... 
(b)(6)_ 

·---~-.---.·-·····---,1EX~: i.w.HJ~t!u.ll....:"6~"--~ 

tnd~•l\'far Loan Borrower Last 

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MODESTO CA 95356 .. RANCHO . 

.... CUCAMONGA_ .•... CA . ______ 91739_ .... 

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__ CHINO_ ..... ·- ........ _CA ..... _ 91710 ___ .. 

. __ CHINO ......... ~ ___ C_A_ ............... 9rno_ -··· 

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.. RIPON·------- _ .. . ..... CA ---· 95366 

.. _BUCKEYE . -·-- ... ~?:. . . ___ ·- 85396 . 

_LAS VEGAS ..................... NV_,,____ B9178 

LAS VEGAS .. ,.N ... ., .. NV ·····--·····-·····89.178 

•. _Bl{~lfr."1/_Q<.?R ....... , . G1._.,. ..... ---- 945.1 l_ .. . 

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. ,CUCAMONGA ... __ CA ________ .91739_ 

TEMECULA ........... .f.~- __ _ 92591 

. ,,ELK GROVE_ . ----------CA 95624 _ ... 

___ BOCKEYE ___ , ...... ., •. AZ ··-·--- _85326 .. _ .. 

.. .. BUCK.EVE . _ .. ____ . _ AZ____ S5J26 

BUCKEYE AZ ., __ 85326 •. 

_ BLKGROVE ... __ CA __ 9;...c.S..'-,624 ___ .. 

. __ ELK GROVE _______ ,, __ CA .... . _ .. )>5624 ... 

...... TEMECULA ___ .,_ .... __ CA_........ 92591 

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AZ 85212 --~N ......... ~ . .,.,~~,, y•-•,• 

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.... SANJAC=IN=T..:::..0 __ .........::;,;CA..;;,...,._._ ,., ..... 92583 _____ _ 

_ . _SAN JACINTO . _ CA 9258.3 

.. LATHROP CA 95330 

___ LATHROP ~GA.. 95330 

SAN JACINTO CA 925llJ 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 

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