(b)(2) 

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RELEASE AND SETTLEMENT AGREEMENT 

1. PARTIES 

1.1 The parties to this Release and Settlement Agreement (hereinafter "Agreement'') I 

are: (1) Federal Deposit Insurance Coiporation, in its capacity as Receiver oflndyMac Bank, 

FSB ("lndyMac"); and (2) National City Bank ("NCB"). _ 

2. RECITALS 

2.1 IndyMac and NCB (collectively, the "Parties") were engaged in an arbitration 

before the American Arbitration Association ("AAA"), assigned case number 72-148-000166-08 

OMTH (the "Arbitration"). The Federal Deposit Insurance Corporation was substituted in as 

party plaintiff by Stipulation signed April29, 2009. 

2.2 The Parties are now willing to resolve and settle their differences relative to the 

Arbitration. 

2.3 The Parties acknowledge that this Agreement affects the settlement of claims 

which are contested and denied, and is the result of a compromise, and shall not be construed as 

an admission of liability by any of them. Each party acknowledges that the other expressly 

denies that it is in any way liable or obligated to the other, except for the obligations specifically 

set forth in this Agreement. 

3. · AGREEMENT BETWEEN THE PARTlES 

3.1 ln consideration o.fthe agreements, mutual covenants, conditions, promises and 

releases contained herein, and with reference to the foregoing facts, the Parties hereby agree as 

follows: 

3.1.A. NCB shall pay lndyMac $80,000.00 (the "Settlement Amount") within 

five (5) days of this Agreement becoming fully executed by the Parties. 

3.l.B. NCB shall forward the Settlement Amount to the attention oflndyMac's 

counsel ofrecord, Maurice Wainer, Esq., at the following address: Law Offices of 

Snipper, Wainer & Markoff, 270 North Canon Drive, Penthouse, Beverly Hills, 

California 90210 

3.1.C. Each party shall be responsible for its own costs of suit, attorney's fees, 

Arbitration fees and costs, and arbitrator fees and costs incurred and/or accrued in · 

connection with the prosecution or defense of the Arbitration or the negotiation of the 

Agreement and specifically waives any and all claims against the other party hereto for 

the recovery of same. 

4. RELEASE AND WARRANTY 

4.1 Each party to this Agreement represents and warrants to each other party to this 

Agreement that each has full power, capacity and authority to enter into this Agreement. The 
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. Release and Settlement Agreement Between 

Federal Deposit Insurance Corporation, in its capacity as Receiver oflndyMac Bank, FSB and 

National City Bank 

Page2 

Parties further warrant and represent that they have not sold or otherwise transferred to another 

persou, organization, or entity, their rights and claims in the Arbitration. 

4.2 The Parties hereby covenant and agree that neither they, nor any other person(s), 

entity(ies) and/or organization(s) owned or controlled by IndyMac or NCB will pursue a claim or 

cause of action against one another, (or their predecessors., successors, assigns, agents, 

employees, attorneys-in-fact, attorneys-at-law, or any of them, collectively or individually), for 

any type of relief which in any fashion involves or arises from the Action, the events, 

transactions and occurrences upon which the Action is based, and the loan or the Property which 

secured the Janet Oyler loan made on or about July 2005. 

4.3 It is the intention ofthe Parties to this Agreement in executing this Agreement 

that it shall be effective as a full and final accord and satisfaction and settlement of, and as a bar 

to, each and every claim, demand and cause of action they, or their predecessors, successors, 

assigns, agents, employees, attorneys-in-fact, attorneys-at-law, or any ofthem, collectively or 

individually, may have aga.inst one another which arises from or out of, or in any way or fashion 

relates to, the Arbitration and the loan or the Property which secured the Janet Oyler loan made 

on or about July 2005. In addition, and in furtherance of this intention, the Parties to this 

Agreement expressly waive any and all rights and benefits conferred upon each ofthem by the 

provisions of Section 1542 of the California Civil Code or by any similar provision of any other 

state, federal, or local statute, code, ordinance or law, pertaining· to the subject matters of this 

Agreement, and expressly consent that the releases contained in this Agreement shall be given 

full force and effect according to the express terms and provisions ofthis Agreement, including 

as well releases relating to unknown and unsuspected claims, demands and causes of action 

-----''----J7...hik.h.11l:~m or out of; or in any way or fashion relate to the Action, the events, transactions 

and occurrences upon which the Action is based, and the loan or the Property which secured the 

Janet Oyler loan made on or about July2005. 

Section 1542 of the California Civil Code, which is hereby waived. reads 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 IF KNOWN BY HIM 

OR HER MUST HAVE MATERIALLY AFFECTED HIS OR 

HER SETTLEMENT WITH THE DEBTOR. 

This waiver is expressly limited to known and unknown claims pertaining to, relating to, or 

arising from the events, transactions and occurrences upon which the Action is based. and the 

Joan or the Property which secured the Janet Oyler loan made on or about July 2005. 

5, MISCELLANEOUS 

5.1 The Parties agrees to execute and deliYer to each of the other parties hereto all 
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Release and Settlement Agreement Between 

Federal Deposit Insurance Corporation, in its capacity as Receiver of IndyMac Bank, FSB and 

National City Bank 

Page 3 

additional documents required to implement the terms and conditions of this Agreement 

5.2 The Parties agree the rights and obligations arisiitg out of the Agreement, and 

each of its terms, shall be assignable and delegable, respectively, and shall inure to the benefit of 

and be binding upon the heirs, personal representatives, successors and assigns ofthe Parties, 

and each of them. This Agreement shall be fully enforceable and the Parties stipulate and agree 

that in the event of a breach of this Agreement, the Arbitrator appointed by the American 

Association Arbitration in the Arbitration shall, upon motion made, enter an award which award 

shall be fully enforceable pursuant to California Code of Civil Procedure §1283 et seq. and 

§ 1285 et seq. and that the Parties agree the Arbitrator is so empowered without further order of 

any coutt of competent jurisdiction. 

5.3 In any action at law or in equity to .enforce any of the provisions or rights under 

this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party all 

costs, expenses and reasonable attorney's fees incurred by the prevailing party (including, 

without limitation, such costs, expenses and fees on appeal) and, if such prevailing party shaJI 

recover judgment in any such action or proceeding, such costs, expenses and fees, including 

those of expert witnesses and attorney's fees, shall be included as part of the judgment. 

5.4 This Agreement contains the entire and final agreement and understanding 

concerning the subject matter herein, and supersedes, cancels and replaces any prior negotiations 

or agreements between the Parties. 

5.5 This Agreement is made and entered into in the State of California, and shall in all 

respects be interpreted, enforced and governed by and under the laws of the State of California, 

,.---------;iiiClmlingarfy-dtsp1lt~-h-ercunder,am:t-shalt-be-construed--according-to-its-fa1r-meaning:-This:---------­

Agreement shall be construed without regard to the identity of the person who drafted its various 

provisions; each and every provision of this Agreement shall be construed as though each of the 

Parties participated equally in drafting same, and any rule of construction that a document is to 

be constmed against the drafting party shall not be applicable to this Agreement. The paragraph 

and section headings herein have been inserted for convenience only, and shall not be construed 

or referred to in resolving questions of interpretation or construction. 

5.6 The Parties may execute duplicate originals of this Agreement, or any documents 

they are required to sign or furnish hereunder, in counterparts, any of which shall be deemed to 

be the original if fully executed by all of the parties. Signatures by facsimile sha 11 be acceptable 

to all parties hereto. 

5.7 This Agreement may not be amended, altered, modified or otherwise changed 

except in a writing that is signed by the party against whom the change is alleged to be effective 

and expressly stating that it is an amendment ofthis Agreement. 

(Continued to the Next Page) 
(b)(~) 

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Release and Settlement Agreement Between 

Federal Deposit Insurance Corporation, in its capacity as Receiver of Indy Mac Bank, FSB and 

National City Bank 

Page4 

5.8 If any part of this Agreement is held by a court of competent jurisdiction to be 

unenforceable, the remainder of this Agreement shall continue to remain iii full force and effect. 

DATED: i 0 - \'3 - :2..0 0 '"{ 

DATED: __________ ~-----

Federal Deposit Insurance Corporation, in its :r!v" Recdver oflmll<Ma!> I!""'-L 

Its: C c 1 1 w s e. \ 

National City Bank 

By. ------------------------

Its: -------------
(b)(6) 

Page 37 

Release and Settlement Agreement Between 

Federal Deposit Insurance Corporation, in its capacity a.s Receiver ofindyMac Bank, FSB and 

National City Bank 

Page4 

5.8 If any part of this Agreement is held by a court of competent jurisdiction to be 

unenforceable, the remainder of this Agreement shall continue to remain in full force and effect. 

DATED: ______________ __ 

DATED:_\o_{_l_4"_/_L_o_o_9 __ 

Federal Deposit Insurance Corporation, in its 

capacity as Receiver ofindyMac Bank, FSB 

By: ____________________ _ 

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