SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ( 11Agreement'1

) is made as ofthis 23rd day of 

September 2013, by, between, and among the Federal Deposit Insurance Corporation as Receiver 

fur IndyMac Bank, F.S.D. ("FDIC-R"), on the one hand, and Mason-McDuffie Real Estate, Inc., 

formerly known as Prudential California Realty, ("Mason-McDuffie"), erroneously 1:,ucd herein 

as "Mason McDuffie Real Estate, Inc., doing business as Prudential Better Homes and Gardens 

Real Estate Mason McDuffie", on the other hand, (individually, the FDIC-Rand MasonMcDuflfo maybe referred to herein as a 1

'Party'' and collectively mi the "Parties"). 

WHEREAS: 

Prior to July 11, 2008, IndyMac Bank, F.S.B. ('1ndyMac"), was a depository institution 

organized and existing under the laws of the United States. 

On July 11, 2008, the Office ofThrill Supervision closed IndyMac and appointed the 

Federal Deposit Insurance Corporation as its receiver. In accordance with 12 U,S,C, § 1821 (d), 

the FDIC-R succeeded to all rights, titles, powers, and privileges ofindyMac, including those 

with respect to the claims which are subject to this Agreement. 

On July 8, 2011, the FDIC-R fi1e<l a complaint fur money damages against MasonMcDuffie. i Those claims for damages are now pending in the United States District Court fur 

the Northern District of California in Federal Deposit Insurance Corporation as Receiver for 

Indyl.fac Bank F.S.B. v. Judith Jametle Williams and Mason McDiiffie Real Estate, Inc., doing 

business as Prudential Better Homes and Gardens Real },);tate Mason McD4ffie, Case No. 1lcv-03367-WIIO (the "Action"). Mason-McDuffie has denied liability for the FDIC-R1

s claims. 

1

FDIC-R ~!so sued Judith Jamdle Williams, Mason-McDuffie's agent, but she was never served nor appeiiredin the 

action. 
McDuffie, through its agent Judith Jamdle Williams ("Williams"), represented and the 

_ _. 

urchase ofa residential property locatctl at - --------'"""'~ 

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(b)(4);(b) 

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IndyMac allegedly purchased two loans to borrower 

(b)(4);(b) !(hereinafter the ,___~ 

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oans") in connection with ~ asc ofa residential property 

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hereinafter the 

Mason-McDuffie's and Williams' actions as real estate agent fur the 

(n) 

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Transaction (hereinafter any and all present and future claims by the FDIC-R against 

Mason-McDuffie or Williams in connection with the 

Transaction are referred to as the "Claims"). The Parties engaged in settlement negotiations as a 

result ofthe Claims. The Parties now deem it in their best interests to enter into thls Agreement 

to avoid the uncertainty, trouble, and expense oflitigation. 

NOW, THEREFORE, fo consideration ofthe promises, undertakings, payments, and 

releases stated herein, the sufficiency ofwhich consideration is hereby aclmowledged, the 

umlersigne<l Parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC-R. 

A. As an essential covenant and condition to this Agreement, on or before the belowindicated number ofdays following the date the FDIC-R executes this agreement, Mason2 

(b)(4);(b) 

ransaction as real estate agent. 

IndyMac also allegedly purchased two loans to ,___ 

~--~ 

McDuffie, through is agent Williams, represented ,____ _. 

as real estate agent. 

A dispute has arisen between the Parties with respect to claims by the FD1C-R related·to 

. 
McDuffie shall pay or cause to be paid to the FDIC-R the total sum ofOne Hundred Twenty 

Five Thousand Dollars ($125,000) (the "Settlement Funds"). The initial payment (the "Initial 

Payment") shall be for Ninety Five Thousand Dollars ($95,000) and shall be payable within 30 

days ofthe fully executed Agreement. The Initial Payment shall be made payable to "Mortgage 

Recovery Law Gruup Client Trust Account,'' and mailed to Mortgage Recovery Law Group, 

LLP, Attn: Andrew P. Baeza, Esq, 700 N. Braud Blvd, Ste. 830, Glendale, California 91203, 

Reference: IndyMac/Mason-McDuffie Settlement. Then, after a period ofnot less than twm1tyfivc (25) days, Mason-McDuffie shall make payments ofFive Thousand Dollars ($5,000) on the 

first ofeach month for six muntm. These payments shall be ma<lt: payable to the "Mortgage (b )( 4) {b )( 4) 

~~"---'--'! e.1 Law Group Client Trust Account" via wire orACH transfer to "Mortgage Recover}' 

Law Group Trust Account, ~--------~ 

Reference; IndyMac/Mason-McDuffie Settlement.', 

B. Concurrently with the signing and delivery ofthis Agreement, Mason-McDuffie 

shall execute a Stipulation fur Entl1' of.Tudgment ("Stipulation") to be in the amount of$125,000 

against Mason-McDuffie, less any amount already paid by or on behalf ofMason-McDuffie to 

FDIC-R under this Agreement, in the form attached hereto as Exhibit 1. The Stipulation 

incorporates by reference the [Proposed] Stipulated Judgment ("Judgment"), attached to the 

Stipulation as Exhibit A. Both the Stipulation and Judgment are incorporated by reference herein 

and their terms are made part ofthis Agreement. The Stipulation and Judgment shall be held in 

trust by the FDIC-R's attorneys ofrecord ,m<l shall not be filed unless Masou-McDuLfte breaches 

paragraph I.A above and fails to timely cure said breach after receiving written notice ofdefault 

as provided -in paragraph I.C.3. below. 'Jhe Judgment shall not be entered so long a.<: Mason3 
McDuffie performs under the tenns ofthis Agreement with respect to making the payments 

required by paragraph I.A above. 

G IfMason-McDuffie does not pay or cause to be paid the Settlement Funds on or 

before the dates detennined by subparagraph A above ((<Settlement Payment Due Dates"), then 

the FDIC-R, in its sole discretion, shall have the right to: 

I. extend the period oftime for payment, including interest accruL.'lg from the 

Settlement Payment Due Dates through the date ofpayment at a rate uilcufatcd in 

accordance with 26 U.S.C. § 6621 (b)(J); or 

2. t-nforce this Agreement and, in such event, Mason-McDuffie agrees to 

jurisdiction in Federal Districl Court in California and to pay all ofthe FDIC-R's 

reasonable attorney's fees and costs expended in enforcing the terms ofthis Agreement, 

not to exceed Fifteen Thousand Dollars ($15,000); or 

3, enforce the Stipulation and Judgment against Mason-McDuffie, In the 

instance that the FDIC-R pursues the Stipulation and Judgment against Mason-McDuffie 

for Mason-McDuffie's failure to fully and timely pay in full the Settlement Funds, 

Mason-McDuffie agrees not to oppose the entry or enforcement ofthe Stipulation and 

Judgment and further agrees to compensate the FDIC-R for reasonable costs, fees and 

other expenses incurred in entering and enforcing the Stipulation and Judgment, not to 

exceed Fifteen Thousand Dollars ($15,000). The FDIC-R agrees not to file the 

Stipulation and Judgment without first providing Mason-McDuffa: with notice of nonpayment and allowing Mason-McDuffie ten (10) days from the date such notice is sent to 

cure non-payment. Any obligations by the FDIC-R to provide notice ofnon-payment 

will be satisfied by delivering notice of non-payment via electronic mail and overnight 

4 
mail to Mason-McDuffic's counsel ofrccord, who is designated as K. Nina Reynolds, (b )(6) 

Peterson Martin Reynolds LLP, 49 Steve11son Street, 10th Floor, San Francisco, CA 

94105, ~-------~ ------ ; and/or 

4. seek any other relief available to it in law or equity. 

Any extension oftime for dclivcry ofthe Settlement Funds shall not prejudice the FDIC-R's 

right to take other action or seek any relief during or after such period ofextension, including the 

right to bring an action to enforce the Agreement. 

SECTION II; Releases. 

Each Party acknowledges that this Agr1;ernent applies to all claims for injuries, damages, 

or losses ofany type or nature (whether those injuries, damages, or losses are known or 

unknown, foreseen or unforeseen, patent or latent) which that Party may have against another 

. Party arising from the Claims, Each Party hereby expressly waives application ofCalifornia 

Civil Code §1542 and any other similar statute or rule. 

Each Party ce.ttifies 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 

executing the release, which ifknown by him or her must have 

materially affected his or her settlement with the debtor. 

Each Party understands and acknowledges tlmt the significance and consequence ofits 

waiver ofCalifornia Civil Code§1542 is that even ifany Party should eventually suffer 

additional damages arising out ofthe Claims, the claims and causes ofaction that were or could 

have been asserted relating to the Claims, or any facts or circumstances related to the Claims, 

that Party will not be able to make any claim against the other Party for those damages. 

Furthermore, each .Party acknowledges thc1t it consciously mtcnds these consequences even as to 

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claims for damages that may exist as ofthe date ofthis release but which that Party docs not 

know exists, and which, ifknown, would materially affect that Party's decision to execute this 

release, regardless ofwhether that Patty's lack ofknowledge is the result ofignorance, oversight, 

error, negligence, or any other cause. 

A The FDIC-R's R_elease. 

Upon receipt ofthe Settlement Funds, plus any accrued interest, and except as provided 

in PARAGRAPH II.C., the FDIC-R, for itself and its successors and assigns, hereby releases and 

discharges Judith Jamelle Williams and Mason-McDuffie and its respective employees, agents, 

officers, directors, representatives, insurers, heirs, executors, administrators, successors and 

assigns, from any and a11 clailllS, demands, contracts, obligations, damages, actions, and causes 

of action, direct or indirect, in law or in equity belonging to the FDIC-R, arising out ofor 

relating to the Claims. Further, upon receipt ofthe foregoing, FDIC-R agrees to promptly 

dismiss the Action against Judith Jamele Williams and Mason-McDuffie with prejudice, with 

each side to bear its own attorneys' fees and costs. 

B. _IvfasonwMcDuffie's Release, 

Effective simultaneously with the release in PARAGRAPH II.A. above, MasonMcDuffic, on behalfofitself, and its respective employees, agents, officers, directors, 

representatives, insurers, heil·s, executors, administrators, successors and assigns, hereby releases 

and discharges the .FDIC-R, and its cruploy1;:es, officers, directors, representatives, successors 

and assigns, from any and all claims belonging to Mason-McDuffie, arising out ofor relating to 

the Claims. 
C, Exceptions to Release by FDIC-R. 

1, Notwithstanding any other provision ofthis Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as ifthis A&'!t:cment had not 

been executed, any claims Of causes of action: 

a. against Mason-McDuffie, or any other person or entity fur liability, 

ifany, incurred as the maker, endorser or guarantor ofany promissory note or indebtedness 

payable or owed by them to FDIC-R, the Bartle, other financial institutions, or any other person 

or entity, including without limitation any such claims acquired by FDIC-Ras successor in 

interest to the Bank or any person or entity other than Danie; 

b. against any person or entity not expressly rc1eased by the FDIC-R 

in this Agreement; or 

c. which are not expressly released in PARAGRAPH II.A above. 

2. Notwithstand-ing any other provision ofthis Agreement, nothing herein 

limits, waives, releases, diminishes or compromises thejuri8di(,,·tion and authudty of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regu1atoty authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition, civil 

penalties, restitution or other relief it is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation oflaw, rnle, ur 

regufation. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement 

does not waive any claims brought on behalf ofanother failed :institution or any claima which 

could be brought by the United States through the Department ofJusticc, the United States 

Attorney's Office for any federal judicial distdct, or any other governmental entity. In addition, 

7 
the FDIC-R specifically reserves the right to seek court ordered restitution pursuant to the 

relevant provisions ofthe Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq., if 

appropriate. 

SECTION III: Insolvency, 

A Insolvency. 

Mason-McDuffie warrants as to payments made by or on its behalf that at the time of 

such payments, it is not insolvent nor will the payment made by or on its behalfrender it 

insolvent within the meaning and/or for the purposes of the United States Bankruptcy Code. 

This warranty is made by Mason-McDuffie and not by its counsel. 

B. Prefereoces. 

In the event that the FDIC-R is required to return any portion ofthe Settlement Funds due 

to a final order by a comt that the transfer of the Settlement Funds or any portion thereof 

constituted a preference, voidable preference, :fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-R may, without waiver ofaoy other rights it may have in law or 

equity, pursue any of the rights and remedies set fo1ih in paragraph l.C. above, and/or otherwise 

permitted by law. 

SECTION IV: Termination. 

In the event a Party exercises its right to declare this Agreement null and void as provided 

herein, then, for the purposes ofany statute oflimitations or other time-based defense to any of 

the claims ofthe FDIC-R, thu Parties to this Agreement shall be deemed to have reve1ied to their 

respective status as of5:00 p.tn. Rastcrn Time, June 26, 2013, 

8 
SECTION V: Notices. 

Any notices required hereunder shall be sent by registered mail, first c1ass, return receipt 

requested, and may also be st:nt by email, to the following: 

Ifto the FDIC-R: 

Andrew P. Baeza 

Mortgage Recovery Law Group LLP (b)(6) 700 N. Brand Blvd., Suite 830 

Glendale, CA 91203 

8 -610-7909 

Ifto Mason-McDuffie: 

K. Nina Reynolds 

Peterson Martin Reynolds LLP (b)(6) 49 Stevenson Street, 10th Floor 

99-2900 

San Francisco, CA 94105 

SECTION VI: Other Matters. 

A No Admission ofLiability. 

The undersigned Parties each acknowledge and agree that the matters set forth in this 

Agreement constitute the settlement and compromise ofdisputed claims and defenses, that this 

Agreement is not an admission or evidence ofliability or infirmity by any ofthem regarding any 

claim or defense, and that the Agreement shall not be offered or received in evidence by ur 

against any Party hereto, except to enforce its tern1S. 

B, Execution in Counterparts. 

This Agreement may be executed in counterparts by one or more ofthe Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as ifone document had been signed by all Parties hereto; and each such cou1~terpart, upon 

9 
execution and delivery, shaU be deemed a complete original, binding the Party or Parties 

subscribed thereto upon the execution by all Parties to this Agreement. 

C. Binding Effect. 

All of the undersigned persons represent and warrant that they are a Party hereto or are 

authorized to sign this Agreement on behalf ofthe respective Party, and that they have the full 

power and authority to bind such Party to each and every provision of this Agreement, This 

Agreement shall be binding upon and inure to the benefit ofthe undersigned Parties and their 

respective heirs, executors, administrators, representatives, attorneys, successors and assigns. 

D. Entire Agreement. 

This Agreement constitutes the entire agreement and understanding between and among 

the undersigned Parties concerning the matters set forth herein and supersedes any prior 

agreements or understandings. No representations, warranties or inducements have been made to 

or relied on by any Party concerning this Agrccmmt and -its exhibits other than those contained 

therein. 

E. Amendments. 

This Agrel,mcnt may not be amended or modified, nor may any ofits provisions be 

waived, except in writing by the Party or Parties bound thereby, or by their respective authorized 

attomey(s) or other representative(s). 

F, Rcasonab]e Cooperation. 

1. The undersigned Patties agree to cooperate in good faith to effectuate all 

the teims and conditions ofthis Agreement, including doing, or causing their agents and 

attorneys to do, whatever is reasonably necessary to effectuate the signing, delivery, execution, 

filing, recording, and entry, of any documents nece8sary to perform the tenns ofthis Agreement. 

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2. Further, Mason-McDuffie agrees to cooperate fully with the FDIC-R in 

connection with any action required under this Agreement. Any such cooperation that involves 

any out ofpocket costs is subject to reasonable reimbursement by the FDIC-R pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation sha11 consist ol) 

a. producing all documents requested by the FDIC-R, without the 

necessity of subpoena, as determined by the Parties to be relevant to enforcement of the 

Agreement; 

b. making themselves available upon request by the FDIC-Rat 

reasonable times and places for interviews regarding facts, as determined by the Parties to be 

relevant to enforcement of the Agreement; 

c. appearing to testify, upon request by the FDIC-R, in imy matlcr 

dete11nined by the Parties to be relevant to enforcement ofthe Agreement, without the necessity 

ofsubpoena; 

d. signing truthful affidavits upon request by the FDIC-R, regarding 

any matter dctcnnincd by the Parties to be relevant to enforcement ofthe A1:,1Tecmcnt. 

G, .Choic~_9fLaw, 

This Agreement shall be interpreted, construed and enforced according to applicable 

federal Jaw, or in its absence, the :intema1 laws of the State ofCalifurnia, without regard to its 

conflicts of1aws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that it has consulted with and obtained th<.: advice of 

counscl prior to cxem1ting this A!:,'feement, and that this Agreement has been explained to that 

Party by its counsel. 

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----------

J. Title and Captions. 

All section titles and captions contained in this Agreement are for convenience only and 

shall not affect the interpretation ofthis Agreement. 

K. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed fur or against any Patiy by reason of 

which Party drafted it. 

L. .Accuracy ofRecitals. The Parties understand, acknowledge, and agree that the 

Recitals preceding Section I ofthis AgreemtJnt are true, correct, and accurate in a11 rnspects and 

are incorporated into, and are a material part ofthis Agreement. 

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

by each ofthem or their duly authorized representatives on the dates hereinafter subscribed. 

DATE: 09/25/13 PETERSON MARTIN REYNOLDS, LLP 

APPROVED AS TO FORM 

By: -l-(.-J"L-fu- a-R-eyn----,~""' 1~s-· --,,-- -------­

Attorney for Defendant Mason-McDuffie Real 

Estate, Inc., fka Prudential California Realty 

DATE: 09/25/13 MASON-MCDUFFm REAL ESTATE, INC, 

flea PRUDENTIAL CALIFOR.i~IA REALTY 

By. ~ gnatur;:t==~

:I)a('M,\f\ CJ-kt\ c,,. £ o. Print Name and Title 1 

(b)( ) 

(b)( ) 

12 
(b)(6) 

DATE: 

APPROVED AS TO FORM 

.l 

DATE: \ D \ \ l \ ~ 

_, 

~ 

GCA LAW.PARTNERS LLP 

By: -1......_____________.__ 

SusanD. Con on 

Attorney for Plaintiff Federal Deposit 

Insurance Corporation as Receiver for 

IndyMac Bank, F.S.B . 

FEDERAL DEPOSIT INSURANCE 

CORPPORATION AS RECEIVER FOR 

INDYMAC BANK, F.S.B. 

By: _ ..______________.___ 

Signature 

R \. (\.i ~ uJ.. s "o.:. \l \ Couw~~ (

Print Name and Title ·' 

(b)(6 

13