SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as ofthis~day of 

:vlarch, 2013, by, bet\veen, and among the federal Ueposit Insurance Corporation as Receiver for 

IndyMac Bank, F.S.B. ("FOIC-R"), on lhc um; hand; and Ultra Escrow, Inc. ("Ultra Escrow"), 

Jeffrey McJndoo (a.k.a. JeffMcindoo), and Cathy Mclndoo, on the other hand. (Individually, 

the FDIC-R, Ultra Escrow, Jeffrey Mcindoo, and Cathy Mclndoo may be referred to herein as a 

''Party," and collectively as the "Parties.") 

WHEREAS: 

Prior lo July 11, 2008, IndyMac Bank, F.S.B. ("Bank"), was a depository institution 

organized and existing under the laws ofthe United States. 

On July 11, 2008, the Office ofThrift Supervision closed the Bank and appointed the 

Federal Deposit Insurance Corporation as its recci vcr. In accorc.lancc with 12 U.S.C. §1821 (d), 

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

with respect to its assets. 

(b)(6) 

(b)(4);(b) 

(b)(6) 

(b)(4);(b) 

rn, 

rn, 

On or about August 30, 2007, Bank funded two mortgage loans to borrower '-=-....,1--~ 

refinance of a residential property located at '----==-1.-~ ~--------------~ 

(hereinafter the ' '). 

Ultra Escrow served as the escrow company and settlement agent with respect to the 

Loans and the Transactions. 

On or about July 7,201 I, FDJC-R filed an action against Ultra Escrow in the United 

States District Court for the Central District ofCalifornia, Case No. SACV 11-0 IO12-AG-MLG 

(the "District Court A.;tion"), alleging that Ultra Escrow caused damages to the FDlC-R. 

Settlement Agreement 
A dispute has arisen between the Parties with respect to claims by the FDIC-R related to 

Ultra Escrow's actions as alleged in the District Court Action (hereinafter any and all claims by 

the FDIC-R against Ultra Escrow related to allegations made in the District Court Action are 

referred to as the "Claims"). Ultra Escrow denies, in thelr entirety, the Claims made in the 

District Court Action against Ultra Escrow. The Parties engaged in settlement negotiations as a 

result of the Claims. The Parties now deem it in their best interests to enter into this Agreement 

to avoid the uncertainty, trouble, and expense of litigation, and Jeffrey Mclndoo, and Cathy 

Mcindoo (collectively referred to as the "Mclndoos") join in this agreement and stipulate to 

jurisdiction of the Court in this Action to enforce the tenns of the written guaranty provided for 

herein. 

NOW, TIIEREPORE, in consideration ofthe promises, undertakings, payments, and 

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

undersigned Parties agree, each with the other, as follows: 

SECTION I: Payment to FDIC-R. 

A. As an essential covenant and condition to this Agreement, Ultra Escrow shall pay 

the FDTC-R the total sum of One Hundred Thousand Dollars ($100,000) (the "Settlement 

Payment"). Ultra Escrow shall satisfy its payment obligation by rendering installment payments 

as follows: a) thirty-five payments in the amount ofTwo Thousand Five Hundred Dollar~ 

(S2,500) each, with the first payment to be made on or before May I, 2013, and the subsequent 

payments to be made on the first of the month thereafter for the next thirty-four months; b) a 

final payment, in the amount of Twelve Thousand Five Hundred Dollars ($12,500), to be paid 

made on or before April 1, 2016. Each payment provided for in this paragraph shall be made in 

the fonn of a settlement draft, made payable to "Mortgage Recovery Law Group Client Trust 

2 

Settlement Agreement 
Account." The payment shall be delivered to Paul Levin, Mortgage Recovery Law Group, 700 

North Brand Avenue, Suite 830, Glendale, California 91203. 

B. If the FDIC-R docs not receive the Settlement Payment in full within the 

timeframc determined by subparagraph A above ("Settlement Payment Due Date"), then the 

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

I. extend the period of time for payment, including interest accruing from the 

Settlement Payment Due Date through the date of payment at a rate calculated in accordance 

with 26 U.S.C. §662l(b)(J); oc 

2. enforce this Agreement as provided in Section I.D herein and, in such 

event, Ultra Escrow agrees to jurisdiction in Federal District Court in California and to pay all of 

the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; and/or 

3. seek any otber relief available to it in law or equity. 

Any extension of time for delivery of the Settlement Payment shall not prejudice the FDIC-R's 

other rights to take other action or seek any relief during or after such period of extension, 

including the right to bring an action to enforce the Agreement. 

C. The Mclndoos further agree that they will provide a personal guaranty, assuring 

payment ofthe Settlement Payment up to the first Fifty Thousand Dollars ($50,000) owed under 

this Settlement Agreement. Should Ultra Escrow fail to make timely payments on the first Fifty 

Thousand Dollars ($50,000) owed, the Mclndoos agree to be held personally and financially 

responsible to the FDIC-R for Fifty Thousand Dollars ($50,000) less any amounts timely paid by 

Ultra Escrow, as provided in the Agreement of Guaranty ("Guaranty") attached hereto as Exhibit 

A. 

J 

Settlement Agreement 
D. In addition, ifthe fDIC-R does not receive the Settlement Payment in foll on or 

before the dates determined by subparagraph A above, then the FDIC-R, in its sole discretion, 

shall also have the right to enforce a stipulated judgment against Ultra Escrow in the amount of 

One Hundred Thousand Dollars ($100,000), less any amount paid by Ultra Escrow to FD!C-R 

pursuant to this Settlement Agreement and the Guaranty. ln the instance that the FDJC-R 

pursues a stipulated judgment against Ultra Escrow for Ultra Escrow's failure to fully and cimely 

pay in full the Settlement Payment, Ultra Escrow agrees not to oppose the entry or enforcement 

ofthe stipulated judgment and further agree to compensate the FDIC-R for all costs, fees, and 

other expenses incurred in entering and enforcing this stipulated judgment. The FDIC-R agrees 

not to file any stipulated judgment against Ultra Escrow without first providing Ultra Escrow 

with notice of non-payment and allowing Ultra Escrow fifteen ( 15) days from the date such 

nolict: is sent to cure non-payment. Any obligations by the FDIC-R to provide notice ofnunpayment will be satisfied by delivering notice.of non-payment via electronic mail and overnight ~ 

mail to Ultra Escrow's counsel, who is designaled as Robert C. Mocsl, 2530 \Vilshire Boulevard~ 

2nd Floor, Santa Monica California 90403;'-----------' 

E. Concurrently with the execution ofthis Agreement, Ultra Escrow shall execute 

and deliver to the FDIC-Ra Stipulation for Entry ofJudgment in the amount ofOne Hundred 

Thousand Dollars ($100,000.00) (hereinafter the "Judgrnent Amount") in the form attached 

hereto marked Exhibit Band Consent to Entry ofJudgment in the fom1 attached hereto marked 

Exhibit C and on the tenns provided for therein. In the event the FDIC-R requests to have 

Judgment entered, pursuant to Section l.D. ofthis Agreement, the Court shall award the FDIC-R, 

upon motion, an award ofattorney fees and costs incurred hy the FDIC-R in prosecution ofsuch 

judgment in an amount not to exceed Twenty-Five Thousand Dollars ($25,000). 

4 

Settlement Agreerr.ent 
F. Both the Stipulation for Entry of Judgment and Consent to Entry of Judgment are 

incorporated by reference herein and their tcnns arc made a part of this Settlement Agreement. 

The Stipulation for Entry of Judgment and the Consent to Entry of Judgment ~hall be held in 

trust by the FDIC-R's atlorneys of record, shall not be filed with the Court and not be used to 

seek entry ofjudgment thereon except as prov id~~ for in Section I.D. of this Agreement. 

G. Unless otherwise indicated in this Agreement, the Parties shall bear their own 

costs and attorneys' fees incurred in the Action and the preparation of this Settlement 

Agreement. 

SECTION II: Releases. 

Each Party acknowledges that this Agreement applies to all claims for injuries, damages, 

or losses of any type or nature (whether those injuries, damages, or losses arc known or 

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

Pan:y arising from the Claims. Each Party hereby expressly waives application of California 

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

Each Party certifies that they have read and understood the following provisions of 

California Civil Code §154}. which states in pertinent part as follows: 

/\ general release does not extend to claims which the creditor does 

not know or suspcct to exist in his or her favor at the time of 

executing the release, which if known by him or her must have 

materially affected his or her settlement with the debtor. 

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

waiver of California Civd Code §1542 is that even if any Party should eventually suffer 

additional damages arising out of the Claims, the claims and causes of action !hat 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 Parry for those damages. 

5 

Se1tlem.:nt Agreement 
Furthennore, each Party acknowledges that it consciously intends these consequences even as to 

claims for damages that may exist as of the date of this release but which that Party does not 

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

release, regardless of whether that Patty's !ack of knowledge is the result of ignorance, oversight, 

error, negligence, or any other cause. 

A.. The FDIC-R's Release. 

Upon receipt orthe Settlement Payment in full, and except as provided In Section 11.C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges Ultra 

Escrow and its respective employees, officers, directors, representatives, "heirs," executors, 

administrators, attorneys, successors and assigns, including the Mclndoos, from any and all 

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

indirect, in law or in equity belonging to the .FDIC-R, arising out of or relating to the facts and 

circumstances alleged by the Claims. 

D. Ultra Escrow's and the Mclndoos' Release. 

Ultra Escrow and the Mclndoos, on behalf of themselves and their respective employees, 

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

hereby release and discharge the FDIC-R, and its employees, officers, directors, representatives, 

successors and assigns, from any and all claims belonging to Ultra Escrow and/or the Mclndoos, 

arising out ofor relating to the facts and circumstances alleged by the Claims. 

C. Exceptions to Release by FDIC-R. 

I. 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 claims or causes of action: 

6 

Settlement Agreement 
a. against Ultra Escrow, the Mclndoos, or any other person or entity 

for liability, if any, incurred as the maker, endorser or guarantor of any promissory note or 

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

other person or entity, including without limitation any claims acquired by PDIC-R as successor 

in interest to any person or entity other than Bank; 

b. against any person or entity not released by the FDIC-R in this 

Agreement; or 

c. which an: not cxpn:ssly n:lcascJ in Section !I.A. above. 

Notwithstanding any other provision of this Agreement, nothing herein 

limits, waives, releases, diminishes or compromises the jurisdiction and authority of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regulatory 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 of law, rule, or 

regulation. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

docs not waive any claims which could be brought by the United States through the Department 

of Justice, the United States Attorney's Office for any federal judicial district. In addition, the 

FDIC-R 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. 

D. Dismissal. 

Unless dismissal is required sooner by the Court presiding over the District Court Action, 

upon the FDJC-R's counsel's receipt of the entire Settlement Payment, the FDIC-R shall file a 

7 

Settlement Agreerr.ent 
stipulation for dismissal of the District Court Action with prejudice as to Ultra Escrow, and each 

Party shall bear their own costs and fees. The Parties shall cooperate with the FDIC-R to 

accomplish such stipulation for dismissal. 

E. No Subro 0 ation. 

Unless a default shall occur, the FDIC-R shall have no right to the proceeds of any 

recovery, subrogation, offset, demand, or claim to any moneys,judgments, or settlements that 

Ultra Escrow may recover against any third-party defendants. 

SECTiON ill: Insolvency. 

A. [nsolvency. 

Ultra Escrow warrants as to payments made by or on its behalf that at the time of such 

payment, Ultra Escrow 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 Ultra Escrow and not by its counsel. 

B. Preferences. 

In the event that the FDIC-R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, lhcn. in 

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

equity, pursue any of the right5 and rcmcdie~ scl forth in Section J.B. and/or l.C. above, and/or 

otherwise permitted by law. 

SECTION IV: Notices. 

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

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

8 

Settlement Agreement 
lfto the FDIC-R: 

Paul Levin 

Mortgage Recovery Law Group (b )(6) 700 North Brand Boulevard, Suite 830 

Glendale, California 91203 

630-7900 

Ifto Ultra Escrow: 

Robert C. Moest 

Law Offices ofRobert C. Mocst (b )(6) 2530 Wilshire Boulevard, 2

nd Floor 

Santa Monica California 90'103 

310) 915-6628 

SE.CTION V: Other Matters. 

A. No Admission ofLiability. 

The undersigned Parties each acknowledge and agree that the matters set fo1th 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 or 

against any Party hereto, except to enforce its terms. 

B. execution in Counterparts. 

This Agreement may be executed in counterparts by one or more ofthe Pai1ies named 

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

as if one document had been signed by all Parties hereto; and each such counterpart, upon 

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

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

C. Rindine Effect. 

9 

Settlement Agreement 
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 of the undersigned Parties and their 

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

D. Entire Agreeme~1!. 

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 Agreement and its exhibits other than those contained 

therein. 

E. Amendmt.:nts. 

·1 his Agreement may not be amended or modified, nor may any of its provisions be 

waived, except in writing by the Party or Parties bound thereby, or by their n:spcetivc authorized 

attomey(s) or other rcpre:;,entative(s). 

F. Reasonable Cooperation. 

l. The undersigned Parties agree to cooperate in good faith to effectuate al I 

the terms and conditions of this 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 necessary to perfonn the terms of th.is Agreement. 

2. Further, Ultra Escrow and the Mclndoos agree to cooperate fully with the 

FDIC-R in connection with any action required under this Agreement. Any such cooperation 

that involves any out-of-pocket costs is subject to reasonable reimbursement by the FDIC-R 

10 

Settlement Agreement 
pursuant to its internal guidelines and policy for such reimbursement. Such cooperation shall 

consist of: 

a. producing all non-privileged documents requested by the FDIC-R, 

without the necessity of subpoena, as determined by the FDIC-R, in its sole discretion, to be 

relevant to the Bank; 

b. making thcm~dvcs available upon request by the FDIC-Rat 

reasonable times and places for interviews regarding non-privileged facts, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank; 

c. appearing to testify regarding non-privileged information, upon 

request by the FDIC-R, in any matter determined by the FDIC-R in its sole discretion, to be 

related to the Bank, without the necessity of subpoena; 

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

any non-privileged matter, as determined by the FOIC-R in its sole discretion, to be relevant to 

the Bank. 

G. Choice of Law. 

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

federal law, or in its absence, the, internal laws of the State of California, without regard to its 

conflicts of laws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that he 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 its counsel. 

I. Title and Captions. 

11 

Settlement Agreement 
03/ 26/2013 11 : 51 #0547 P.00 4/ 00 4 

Ali ~ion titles and captions ·conwned•fu ltus ~cemenure··for~:nve~nte only and 

shall notaffect the in.tefPret•ion ofthfs,Agreement.. 

J. 

This Agreement sets.forth. tet1ns and agreementsjefndy.n~~4 by the P~. lt is 

expr~agree.a that this Agreement ,spalf not be:.c;<>.fi!Jtruc;d.for or,against any'f)8rfy by~Qf 

which party drafted it 

IN.WITNESS WHEREOF~ the-parties-he~ havc.ca\l$d tbls ~gi~¢'ment,tD be exe~u~ 

by-~ of1il~m qr:lhelr:duly~Ji«hepreS!en~~ on.the :dares hereinafter sel)~ribe;d. 

(b)(6) 

LAWOff t>A~e: //u/ZtJcJ. 

APPROVED AS TO FORM 

·a,:. 

·-R~O.B· ::-:::::: .E=R1=--zc :-:- . M-:-:-: Or.!ES= T~------- -

Attorney.far -Defendant lJLTRA ESCROW, 

INC (b)(6) 

· LTRA ESCROW'~ l'N"C.~.aNevada 

;JM#d&dt.!!1177il~~ 3._ -~ -- ' 1. :~ (6) firi . . 

1f~~,ir/441t~ . . . ~ ~ .-''---------' 

DATB: 

(b )(6) 

T;>AT£: 

ll 

Se.td~menJ Agiccmcnl 
DATE: 

APPROVED AS TO FORM 

DATE: '3 \ l,& \ .:2.a \ 3 

Signature (b )(6) 

SNIPPER, WAINER & MARKOFF 

MAURICE WA 1ER 

Attorney for Plat tiff FE 

INSURANCE CORPORATION as Receiver 

-0fINDYMAC BANK, F.S.B. 

FEDERAL DEPOSIT INSURANCE (b)(6) CORPORATION as Receiver of fNDY"t\.1AC 

BANK, F .S.B. 

By: .______________.____ Signalurt: 

~ ~c..\Cl.u ~ s , r'"'~ ~ t, Coo IS-)s-Q..\ 

Print Name and Title 

13 

Settlement Agreement