SETTLEMENT AND RELEASE AGRF,F,MENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for TndyMac Bank, 

F.S.R ("FDIC-R"), and Royal Pacific Funding Corporation a/k/a Royal Pacific Funding Corp. 

d/b/a/ Pacificbanc Mortgage ("Defendant"), (individual!y, the FDJC-R and Defendant may be 

referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to 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 of Thrift Supervision closed the Hank and pursuant to 

12 lJ.S.C. § 1821(c), the .Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, powers and 

privileges ofthe I3ank, including those with respect to its assets. 

Among the assets to which the FDTC-R succeeded were certain of the I3ank's claims, 

demands, and causes of action against closing agents and title insurance companies; 

On June 26, 2014, the FDIC-R filed a complaint for money damages against Defendant. 

This claim for damages is now pending in the United States District Court for the Central District 

of California in Federal Deposit Insurance Corpora/inn as Receiverfor IndyMac Bank, F.S.B., 

v. Royal Pacific Funding Corporation a/kla Royal Pacific Funding Corp. d/b/a/ Pacificbanc 

Mortgage, Case Number 8:14-cv-00983-RSWL-DFM (the "Action"). Defendant has denied 

liability in the Action. 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 
NOW, TIIEREFORE, in consideration ofthe promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

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

SECTION I: Payment to Fll!C-R 

A. As an essential covenant and condition to this Agreement, Defendant agrees to 

pay the FDIC-R the sum of$350,000 ("the Settlement Payment"), as follows: 

l. $60,000 payable on or before November 1, 2015; and 

2. $290,000 payable in installments or $10,000 per month for 29 months 

beginning December 1, 2015 and continuing on the first day of each month thereafter. 

B. Defendant shall deliver the Settlement Payment to the FDIC-R by direct wire 

transfer into an account designated by FDIC-R by notice to the attorneys for the Defendant or by 

certified or cashier's check drawn upon a depository institution acceptable to FDIC-Rand made 

payable to Mortgage Recovery Law Group Client Trust Account. 

1n the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) 

within ten (I 0) days of its due date as set forth in Paragraph J(A), above, interest shall accrue on 

all unpaid amounts at the rate of 5% per annum from the date the missing payment is first due 

until the date of payment. However, if said Settlement Funds are not delivered to the FDJC-R as 

a result of the FDIC-R's failure to execute this Agreement, no interest shall accrue until five days 

after the FDJC-R executes the Agreement. 

C. Jn the event Defendant is in default of the terms of this agreement the FDIC-R 

then the FDJC-R, in its sole discretion, shall have the right at any time prior to receipt of the 

Settlement Payment in full (including all accrued interest) to proceed as set forth below. Default 

shall be defined as Defendant failing to make any payment on its due date and, after Plaintiff has 

given written notice to Defendant, Defendant fails to cure said non-payment within ten (10) 

business days after such notice. In such event FDIC-R shall be entitled to: 

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

accruing from the date determined by subsection B above, through the date of payment at a rate 

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

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

jurisdiction in United States District Court in the Central District of California and to pay all of 

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

Agreement; or 

3. Terminate the Agreement, move to vacate any dismissal order, to which 

the Defendant agrees to consent, and re-institute an action on the.FDIC-R's claims. The 

Defendant further agrees to waive any defense based on any statute of limitations that would bar 

any of the FDIC-R's claims and waive all objections, defenses, claims or counterclaims, and 

covenant and agree not to assert any objections, defenses, claims or counterclaims that did not 

exist or were otherwise unavailable as of the date this Agreement was fully executed; and/or 

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

Any extension of time under Section J.C. I for delivery ofthe Settlement Payment or 

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

any of the actions set fo11h in Section I.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulations and Dismissal 

Within ten (10) business days ofthe execution of this Agreement, the Parties agree to 

execute a Stipulation for Entry of Judgment for the total Settlement Payment due, less payments 

already made, which will be filed if Defendant defaults a"nd thereafter fails to cure any 

installment payment as set forth in Section 1 C above. If Defendant defaults and then fails to cure 

any installment payment, Plaintiff may seek to enforce the Judgment in the United States District 

Com1 for the Central District of California on an ex parte basis ten (10) days after the date of any 

default, subject to the Federal Rules of Civil Procedure and the I,ocal Rules of the United States 

District Court for the Central District of California. However, the Parties agree that J)efendant 

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shall have a grace period often (10) days in which to cure the default and Plaintiff agrees not to 

file any request until the grace period lapses. 

Within ten (10) business days after (1) full execution of this Agreement by all of the 

Parties, and (2) receipt of the entire Settlement Payment (i.e., receipt of the last installment 

payment as set forth in Section I(A)(2), above) plus any accrued interest, or as otherwise ordered 

by the Court, the FDIC~R shall file the stipulation of dismissal with prejudice, executed by the 

attorneys for all Parties hereto, in the Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.C., 

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

Defendant and its respective heirs, executors, trustees, administrators, representatives, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, belonging to the FDJC-R, that arise from 

or relate to the causes of action alleged in the Action. 

B. The Defendant's Release. 

Effective simultaneously with the release granted in Section III.A. above, the Defendant, 

on behalf of itself individually, and its respective heirs, executors, trustees, administrators, 

shareholders, officers, directors, agents, representatives, attorneys, successors, and assigns, 

hereby releases and discharges the FDIC-R, and its employees, officers, directors, 

representatives, attorneys, successors and assigns, from any and all claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in equity, that arise from or 

relate to the causes of action alleged in the Action. 

C. Exceptions from Releases 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: 

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a. Against the Defendant 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 FDlC-R, the Bank, 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 Bank; and 

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

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

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

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

States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution 

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

and 3663 et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they arc Parties hereto or arc authorized to sign this Agreement on behalf of the 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, trustees, administrators, representatives, 

successors and assigns. 

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B. 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. 

SECTION V: Reasonable Cooperation 

A The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, nr 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 conclude the Action and to otherwise perform the 

terms ofthis Agreement. 

SECTION VI: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

Il. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterpatts 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 

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

C. Choice of J,aw. This Agreement shall be interpreted, construed and enforced 

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

D. Notices. Any notices required hereunder sha!l be sent by registered mail, first 

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

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Ifto the FDJC-R: 

Michael H. Delbick, Esq. 

Mottgagc Recovery J,aw Group 

700 N. Brand Blvd., Suite 830 

Glendale, California 91203 

(818) 630-7901 

If to the Defendant: 

Randall K. Johnson 

Johnson & Associates 

100 Bayview Circle, Suite 3200 

Newport Beach, CA 92660 

(949) 851-6993 

With a copy to: 

Royal Pacific Funding Corporation 

3070 Bristol Street, Suite 400 

Costa Mesa, CA 92626 

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

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

set forth 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 Parties bound thereby, or by their respective authorized attorney(,), or other 

rcprcscntativc(s ). 

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

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

G. No Confidentiality. 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. 

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----------------

-------------

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: Th\\~ 

Date: 

(b)(6) 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INDYMAC BANK, F.S.B. 

BY:___,._______________,_____ 

TITLE: CC u l}-)~G- \ 

PRINT NAME: R \C 'IA~l)J.. s.. G:..\ \ { 

ROYAL PACIFIC FUNDING CORPORATION a/k/a 

ROYAL PACIFIC FUNDING CORP. d/b/a/ 

PACIFICBANC MORTGAGE 

BY: 

TITLE: 

PRINT NAME: 

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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: 

Date: ,/ 3.0 /t:{ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INDYMAC BANK, F.S.B. 

BY:---------------- TITLE: ________ ____ _ _ 

PRINT NAtv1E: _ _ ___ _______ 

(b)(6) ROYAL PACIFIC FUNDING CORPORATION a/k/a 

ROY AL PACIFIC FUNDING CORP. d/b/a/ 

PACIFlCBANC MORTGAGE 

BY: 

TITLe:_~---'~~r-e.--=:.!,.l~-~ ~-- - - -

PRY ITNAME: -~~--".W'>, ~ I~d\,9-v-. 

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