the language ultimately agreed to in this Agreement. In the event of a dispute over the meaning
of any of the provisions or requirements of this Agreement, the fact that other words may have
been used ot deleted from earlier draft documents or provisions in such draft documents that
were modified before being included herein, shall not be used to aid in the construction of the
meaning and legal effect of this Agreement, This Agreement may not be modified or changed
except by a weilten instrument executed by all of the Parties and no rights under it may be
waived except by a writing signed by the waiving Party. No promises, representations,
warranties, agreements or other understandings exist between the parties with respect to the
subject matter of this agreement, and this agreement supersedes and discharges any and all prior
promises, acknowledgements, representations, warranties, agreements or other understandings
that existed or may have existed between the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this agreement on the dates

set forth below.

FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER POR
INDYMAC BANK, F.S.B.

Dated: February » 2014 By:

Tes:

WEST COAST ESCROW COMPANY

(b)(6)

Dated: February “O_, 2011 By:

ss SUF | aman ed

12


as alleged in the Action. Likewise, Defendant acknowledges that this agreement does not
constitute an admission by Plaintiff that any asserted claim is or was in any way lacking in merit,
and Defendant also acknowledges that this agreement does not constitute an admission by
Plaintiff as to the merits of any claim that Defendant has asserted, or could have asserted, in the
Action, Nevertheless, Plaintiff and Defendant have concluded that continued litigation would be
expensive and protracted and that it is desirable that the Action be settled fully and finally as
between Plaintiff and Defendant in the manner and upon the terms and conditions set forth in this
agreement.

9. Waiver under Section 1542 of California Civil Code. Subject to the limitations
contained therein and in paragraph 7, above, the releases as set forth in paragraphs 5 and 6 are
intended by the Parties to be read and interpreted as broadly as possible to effect the releases set
forth therein regardless of whether the claims are presently known or unknown to the Parties.
This agreement is made by the Plaintiff and Defendant freely and with independent legal advice
and counsel, and Plaintiff and Defendant are fully aware of the provisions of Section 1542 of the
Civil Code of the State of California, which 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,”

However, this is a limited release and not a general release and is only intended to release those
claims as specifically identified in paragraphs 5 through 7 of the Agreement and is specifically

Limited by the limitations contained in those paragraphs. Nevertheless, to the extent Civil Code


Persen To Receive Notice Notification Information

Fax No.: (818) 630-7920
Email[ ]

With a copy to: Maurice Wainer, Esq.

Snipper, Wainer & Markoff

270 N, Canon Drive, Penthouse
Beverly Hills, CA 90210

Tel. No: 310-550-5770

Fax No: 310-550-6770

Email: (Od).

The above addresses may be changed by any Party as to such Party by providing the other
Parties notice of any address change in the same manner as is provided above, and which change
shall be effective as to any Party upon receipt of written notice from the other Party. In the event
that written notice, demand, or request is made as provided in this paragraph, that writing shall
be deemed to have been received by the Party to whom it was addressed on the earliest of (4) the
date that the notice was hand delivered, (ii) the date the notice was sent via facsimile (so long as
a facsimile transmittal confirmation sheet is contemporaneously generated by the facsimile
machine from which the transmission occurred), or (iii) three days after properly addressed
notice was deposited with the U.S. Postal Service, applicable postage prepaid.

23. Remedies. All Parties shall be entitled to all remedies available at law or in
equity for any violation of this Agreement, including, but not limited to the remedy of specific
performance,

24, Further Assurances. The Parties shall execute such other documents as may be
reasonably necessary to carry out the terms and conditions of this Agreement.

25. Survival. AH warranties, representations, covenants, and agreements set forth

herein shall survive the Effective Date.

10

{b)(6)


this Agreement. Hence, in any construction to be made of this Agreement, the
role of the Party in drafting and preparation of the Agreement shall not be referred
10 in order to construe the Agreement against that Party, and that canon of
contractual interpretation shall not be applied.

f. This Agreement has been carefully read by each of the Parties and the contents
thereof are known and understood by each of the Parties. This Agreement fs
signed freely by each Party executing it.

g. The Parties have not assigned or transferred any of their claims being released
herein.

11. Consideration. The consideration received in connection with this Agreement is
fair, adequate and substantial and consists only of the terms set forth in this Agreement.

12. Modifications. This Agreement may not be amended, canceled, revoked or
otherwise modified except by written agreement subscribed by all of the Parties to be charged
with such modification.

13. Agreement Binding on Successors and Assigns. This Agreement shall be binding
upon, and shall inure to the benefit of, the Parties hereto and their respective officers, directors,
joint venturers, partners, employees, agents, servants, heirs, administrators, executors,
successors, representatives and assigns.

14, Applicable Law. This Agreement has been negotiated and exchanged in the State
of California. As such, this Agreement and all matters relating thereto shall be governed by the
laws of the State of California without regard to its principles of conflicts of law. In addition, in

the event of any disputes arising between the Parties out of this Agreement, the Parties agree that


section 1542 (as well as any other or successor law of similar effect) applies to the Agreement,

Plaintiff and Defendant waive any rights, benefits and protections they may have under section

Civil Code 1542 to the extent necessary to effectuate the Releases set forth herein in paragraphs

5 through 7, inclusive, of this Agreement.

10.

Representations and Warranties. The Parties represent and warrant to and agree

with each other as follows:

a

Plaintiff and Defendant have received independent legal advice from attorneys of
their choice with respect to the advisability of entering into this Agreement and of
giving the releases provided herein.

In connection with the execution of this Agreement and the making of the
settlement provided for herein, no Party to this Agreement has relied upon any
statement, representation or promise of any other Party not expressly contained
herein.

This Agreement is fully integrated and contains the entire agreement of the Parties
hereto. There are no agreements or understandings between the Parties hereto
relating to the matters and releases referred to in this Agreement other than as set
forth in this Agreement, and this Agreement supersedes and replaces any and all
prior negotiations and agreements between the Parties hereto, whether written or
oral.

Plaintiff and Defendant have made such investigation of the facts pertaining to the
releases contained herein as they deem necessary.

The terms of this Agreement are contractual and are the result of negotiation

among the Parties. Each Party has cooperated in the drafting and preparation of


that he or she is acting in the scope of such agency and authority. Each Party specifically
represents and warrants that no signatures other than those made on this Agreement are
necessary to bind the Parties to all of the obligations imposed by the Agreement.

20. Attorneys’ Fees and Costs. Plaintiff and Defendant each agree to pay their own
costs, aitomeys’ fees and expenses incurred in connection with the Action.

21. Captions and Headings, The captions, paragraph numbers and paragraph
headings appearing in this Agreement are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or intent of this agreement, nor in any way affect this
Agreement.

22, Notices. Any notice required under this Agreement shall be in writing and shall
be sent via both e-mail and either by (i) hand delivery or certified or registered mail, postage
prepaid, with return receipt requested, or (ii) fax, with a conformed copy by US Mail, postage

prepaid, and with such writing to be addressed to the Parties as follows:

Person To Receive Natice Notification Information

Defendant: Michael P. Gozdan, Esq.
Title Resource Group
Senior Vice President and General Counsel
MailStop - TRG-LGL

3001 Leadenhall Road
Mount Laurel, NJ 08054

With a copy to: Calvin E. Davis, Esq.

Gordon & Rees, LLP

633 West Fifth Street, Suite 4900
Las Angeles, CA 90071

Tel. No.: (213) 376-5000

Fax Ni

{213} 680-4470
Email:

Plaintiff: Paul A. Levin, Esq.

Mortgage Recovery Law Group
700 N. Brand Blvd, Suite 830
Glendale, CA 92103

Tel, No: (818) 630-7900

(b)(6)


AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE

THIS AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE (the
“Agreement”) is made and entered into by and between Federal Deposit Insurance Corporation,
as Receiver for IndyMac Bank, FSB (FDIC” or “Plaintiff’), and West Coast Escrow Company,
a California corporation (“West Coast” or “Defendant”). (Plaintiff and Defendant may be
referred to herein collectively as the “Parties.”)

RECITALS

This agreement is made with reference to the following facts:

A. On or about October 29, 2009, Plaintiff filed a complaint for money damages
against West Coast and others (the “ComplaintTM), alleging causes of action against West Coast

for breach of contract and negligence, in connection with four mortgage loans funded by

IndyMac Bank, F.S.B. IndyMac”): two of these loans were made to a borrower named| - (p)c4).(0)
oe) totaling $375,000, secured by a residential property located at xa
oe - Winnetka, California 91306; and the other two loans were made to a borrower
(034.0) named [= __fotaling $480,000, secured by a residential property located at(_——J....(b)(4),(b)
ao L——__— Tarzana, California 91356 (collectively, the “Loans”), The pending ©

action, which the Complaint initiated, is entitled Federal Deposit Insurance Corporation as
Receiver far IndyMac Bank, FSB v. West Coast Escrow Company, et ai., is currently pending in
the United States District Court for the Central District of California Case No. CV 09-007918
ODW (RZx) (the “Action”).

B. On or about December 18, 2009, West Coast answered the Complaint, generally

denying its allegations and asserting affirmative defenses.


(b)(6)

the language ultimately agreed to in this Agreement. In the event of a dispute over the meaning
of any of the provisions or requirements of this Agreement, the fact that other words may have
been used or deleted from earlier draft documents or provisions in such draft documents that
were modified before being included herein, shall net be used to aid in the construction of the’
meaning and legal effect of this Agreement. This Agreement may not be modified or changed
except by a written instrument executed by all of the Parties and no rights under it may be
waived except by a writing signed by the waiving Party. No promises, representations,
warranties, agreements or other understandings exist between the parties with respect to the
subject matter of this agreement, and this agreement supersedes and discharges any and all prior
promises, acknowledgements, representations, warranties, agreements or other understandings
that existed or may have existed between the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this agreement on the dates
set forth below.

FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR,
INDYMAC BANK, F.S.B.

Dated: February od , 2011 By

Its: Caen sel

WEST COAST ESCROW COMPANY

Dated: February , 2011 By:

Its:

B


26. Compliance Dates. In the event that any date specified in this Agreement shall be
on 3 Saturday, Sunday, or a nationally-declared holiday, then the date so specified shall be
deemed to be the next business day following such date, and compliance by such business day
hereunder shall not be deemed a default by cither of the Parties under this Agreement.

27. Waiver. The waiver by one Party of the performance of any covenant or
condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by
such Party of any other covenant or condition or of any later instance of the previously waived
covenant or condition. The waiver by any Parties of the time for performing any act shall not
constitute a waiver at the time for performing any other act or an identical act required to be
performed at a later time.

28. Jury Trial Waiver. The Parties hereby waive any and all rights that they may
otherwise have to a trial by jury in any action, proceeding, claim, counterclaim or third party
complaint, whether in contract or tort, at law or in equity, arising out of or in any way related to
this Agreement.

29, Entire Agreement. This Agreement contains the complete agreement of the
Parties concerning the subjects of this agreement and supersedes all prior drafts of this Agreement
and all other prior agreements, promises, acknowledgements, representations and warranties, if
any, that may have been made between or among the Parties concerning that subject of this
agreement, whether in connection with the negotiation of this agreement or otherwise. This
agreement has been the product of negotiation, The Parties have had the opportunity to obtain
independent advice from counsel. Prior draft documents were prepared, exchanged and
discussed by some or all of the Parties before finally reaching and entering into this agreement.

In any number of instances, words used in prior drafts may have been changed or removed from

11


the exclusive venue in which all disputes shall be resolved shall be by way of an action filed in
the United States District Court for the Central District of California.

15. Execution and Delivery Required — Effective Date. This instrument shall not be
considered to be the Agreement (defined above) or an enforceable contract, nor shall it create
any obligation whatsoever ott the part of any or all of the Parties, nor shall it or any of its terms
constitute an undertaking by any of the Parties untess and until the date on which counterparts of
it have been signed by and exchanged amongst all Parties (via facsimile, e-mail or otherwise)
(the “Effective Date”). Until the Effective Date, any Party who may already have signed and
exchanged one or more counterparts of this agreement with other Parties shall have the right to
revoke such signature. On the Effective Date, this instrament shall become the Agreement and
shall become a binding and enforceable contract.

16. Counterparts. This Agreement may be executed in one or more counterparts, each
of which when executed and delivered shall be an original, and all of which when executed shall
constitute one and the same instrument, Signatures on this Agreement, or any counterpart of this
Agteement, transmitted by facsimile machine or electronic mail in pdf fermat shall have the
same force and effect as original signatures.

17. Construction. Each of the masculine, feminine and neuter genders shall include
the others. The singular shall include the plural and vice-versa.

18. Severability. In the event any provision of this Agreement shall be held to be
void, voidable or unenforceable, the remaining provisions shall remain in full force and effect.

19. Warranty of Authority. Each Party or attorney whose signature is affixed hereto
in a representative capacity represents and warrants that he or she is authorized to execute this

agreement on behalf of and to bind the entity on whose behalf his or her signature is affixed and


(b)(6)

of action that do not arise from or relate to (i) the Loans, (ii) the Properties, or (iti) the facts,
occurrences and transactions alleged in the Action, (b) any claims brought on behalf of another
failed institution or another governmental entity, or (c) any claims arising from the closing of the

Loans against any other transaction participant concerning the Loans, including, but not limited

to,

‘This agreement does not waive or release any claim Plaintiff may have relating to or arising from
any loan other than the Loans at issue in the Action. In addition, this agreement does not purport
to waive, nor is it intended to waive, any claims which could be brought by the United States
through either the Department of Justice, the United States Attorney's Office, or any other
federal department or agency, including any rights, if appropriate, to court ordered restitution
pursuant to the relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663,
ef seq

7. Rélease by Defendant, Defendant hereby releases and forever discharges Plaintiff
and its current and former officers, directors, employees, agents, insurers, attorneys, subsidiaries,
predecessors, related companies, parent companies, successors, assigns, and affiliates, of and
from any and all claims, and demands of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual
and consequential, attorneys’ fees and costs, past, present and future, arising out of the claims set
forth in the Action.

8. No Admission of Liability. Plaintiff acknowledges that this agreement does not
constitute an admission by Defendant as to the merits of any claim that the FDIC or its
predecessors in interest, including IndyMac, has asserted, or could have asserted, in the Action

and that Defendant has denied and continues to deny that Defendant has any liability to Plaintiff


Reference: West Coast Escrow Settlement. The Parties agree that timely receipt of the
Settlement Payment is an essential term of this agreement, and a condition to the effectiveness of
this agreement.

3. Dismissal of the Action. Together with the execution of this agreement, counsel
for Plaintiff and Defendant shail execute a Stipulation of Dismissal of the Action, with prejudice.
Upon the receipt and clearing of the Settlement Payment, so that good and clear funds in the
amount agreed to herein are actually received by Plaintiff, counsel for Plaintiff shall file the
executed Stipulation of Dismissal with the Court.

4, Court_to Retain Jurisdiction. ; The Parties agree that the Court shall have
continuing jurisdiction to enforce the provisions of this agreement to the fullest extent permitted
by law.

5 Release by Plaintiff. The FDIC hereby releases and forever discharges West

Coast and its current and former officers, directors, employees, including, but net limited to,

agents, suretics, bonding companies, insurers, attomeys, subsidiaries,

predecessors, related companies, parent companies, successors, assigns and affiliates, of and
from any and all claims, and demands of every kind and nature, in law, equity or otherwise,
known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual
and consequential, attorneys’ fees and casts, past, present and future, arising out of the claims or
causes of action set forth in the Action or the facts, occurrences and transactions alleged therein,
the Loans, and the Properties, except as expressiy reserved in Paragraph 6, below.

6, Express Reservations from Release by Plaintiff Notwithstanding any other
provision contained herein, by this agreement, Plaintiff does not release, and expressly preserves

fully and to the same extent as if the Agreement had not been executed (a) any claims or causes


c On or about October 4, 2010, West Coast filed a Motion for Judgment on the
Pleadings as to Plaintiff's negligence claim. The Court denied West Coast’s Motion for
Judgment on the Pleadings on November 22, 2010.

Dd. The FDIC filed a First Amended Complaint against West Coast on December 6,
2010, alleging causes of action for breach of contract, negligence, and negligence per se.

E. On December 21, 2010, West Coast filed a motion to dismiss the FDIC’s claims
for negligence and negligence per se. The Court has not ruled on the motion to dismiss.

F. Defendant has defended and denied, and continues to deny, the validity of
Plaintiff's claims asserted in the Complaint.

a. The Parties deem it in their best interests to enter into this agreement to avoid the
uncertainty, trouble, and expense of further litigation. By this agreement, the Parties intend to
memorialize the terms of their compromise and settlement of the Action.

AGREEMENT AND MUTUAL RELEASE

NOW, THEREFORE, in consideration of the undertakings contained in this agreement,
and other good, valuable and sufficient consideration, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:

i Preamble, Recitals and Exhibits. The foregoing preamble and recitals are true and

correct and are integral parts of this agreement.

2, Settlement Payment to Plaintiff. No later than thirty (30) business days following

full execution of this Agreement, Defendant shall pay Plaintiff the amount of Two Hundred
Seventy Five Thousand Dollars and No Cents ($275,000.00) (the “Settlement Payment”). The
Settlement Payment shall be made by wiring the funds te “Mortgage Recovery Law Group

(b)(4)._ Client... "Trust... Account,” Account--Number: Routing Number: =——]..(b)(4)



APPROVED AS TO FORM:

Dated: February ij , 2011

Dated: February 201

REGeHOgoseRaTatOEy.{

MORTGAGE RECOVERY LAW GROUP, LLP

By:
Paul Levin
Attorney for Plaintiff Federal Deposit
Insurance Corporation, as Receiver for
IndyMae Bank, F.S.B.

GORDON & REES, LLP

By:
Calvin E, Davis :
Attorney for Defendant West Coast Escrow
Company

13

(b)(6)