SETTLEMJ!:NT ANI> RJ!:LEASE AGREEMENT 

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

the following undersigned parties: 

"!be Plaintiff Jlcdcral Deposit Insuranct! Corporation as Receiver for IndyMac Bank, 

F.S.B. ("FDIC-R"), and First Option Mortgage, LLC ("Defendant"), (individually, the FDJC-R 

and Defendant may be referred to hert!in as "Party" and collectively as the "Parties"). 

RF:CJTALS 

WHEREAS: 

A Prior to July 11, 2008, Indy Mac Bank, F .S. B. ("Bank") was a depository institution 

organized and existing under the laws of the Unitt!d States; 

ll On July 11, 2008, the Office of 1brifl Supervision closed the Bank and pursuant to 

12 U.S.C. § 182l(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 of the Dank, including those with respect to its assets. 

C. Ddtmdant and the Bank entered into a Seller Contract and e-MITS User Agreement 

dated February 4, 2005 ("Contract"). Pursuant to the terms of the Contract, Defendant sold to 

the Dank various residential mortgage loans ("Loans"). 

D. On June 26, 2014, the FDJC-R filed a wmplaint lor money damages against 

Defendant relating to two loans sold by Defendant to the Bank under the Contract (hereinafter 

any and all present and future claims by Plaintiff to Defendant under the Contract for repurchase 

or indemnification for losses associated with the 1 ,oans arc referred to as the "Claims"). This 

claim !or damages is now pending in the United States District Court for the Central District of 

Califi.lmia in Federal Deposit Insurance Corporation as Receiver for lndyMac Bank, FS.B., v. 

First Option Mortxaxe, /,LC, Case Number 2:14-cv-05000-SVW-RZ ("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, THEREFORE, in consideration of the 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 1: Payment to FDIC-R 

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

pay the FDIC-R the sum of two hundred ten thousand dollars ($210,000.00) ("the Settlement 

Payment"), as follows: 

1. Sixty one thousand five hundred dollars ($61 ,500.00) to be paid no later 

than ninety (90) days from execution of the Confidential Settlement and Release Agreement; and 

2. Thirteen thousand five hundred dollars ($13,500.00) per month, payable 

on the first business day of each month thereafter for the next eleven (11) months . 

.D. De1{mdant shall deliver the Settlement Payment to the FDIC-R by direct wire 

transier into an account designated by H)JC-R by notice to the attomcys for the Defendant or by 

certified or cashier's check drawn upon a depository institution and made payable to Mortgage 

Recovery Law Group Client Trust Account. 

In the event that any of the installments of the Settlement Payment are not delivered to 

the FDIC-R (or its counsel) by the due dates set forth in Section I.A, above, interest shall accrue 

on all unpaid amow1ts at the rate of 5% per annum from such due date until the date of payment. 

However, if said Settlement Funds arc not timely delivered to the FDIC-R, as a result of the 

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

FDl C-R executes the Agreement. 

C. If the FDIC-R or its counsel do not receive the Settlement Payment in full on or 

before the date determined by subsection 1\. above, FDIC-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: 

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

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

calculated in accordance with 26 U.S.C. § 662l(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 FDfC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; 

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. Seck any other relief available to it in law or equity. 

Any extension of time under Section I.C.l for delivery of the 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 forth in Section I.C.2 through l.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulations and Dismissal 

Within ten business days of the 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 iiled if First Option dcHtults and thereafter fails to cure any installment 

payment. If Defendant defaults and then fails to cure any installment payment, Plaintifimay 

seek to enforce the Judgment in the United States District Court for the Central District of 

California on an ex parte basis 10 days after the date of any default, subject to the Federal Rules 

of Civil Procedure and the Local Rules of the United S tatcs District Court for the Central I) is trict 

of California. However, the Parties agree that Defendant shall have a grace period of ten (1 0) 
days in which to cure the dcti:mlt and J>laintiff agrees not to file any request until the grace period 

lapses. 

Within ten busint!SS days of the execution of this Agreement, FDIC agrees to execute a 

Dismissal with Prejudice and provide a copy to Defendant. Within five business days after the 

latter of ( 1) full execution of this Agreemt!nt by all of the Parties, and (2) receipt of the entire 

Settlement Payment (i.e., receipt ofthc 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 HI: Releases 

A. The F:.DJ.G:-W~.R~leases..._ 

Upon receipt ofthe Settlement Payment in full and except as provided in Section Ill.D., 

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

Defendant and its respective heirs, ext!cutors, 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 allt!ged in tht! Action and/or the Claims. 

B. Iht;:_Deft!pclant's Release. 

Eilective simultaneously with the release granted in Section liLA. above, the Defendant, 

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

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 

and/or tht! Claims. 
C. Exceptions from Releases by FDI_C::R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves tully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Detendant or any other person or entity ti.>r 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 such claims acquired by FDlC-R as 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 statutory 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 

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

States through the Oepartment 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 ct. seq., if appropriate. 

SRCTION IV: Representations and Acknowledgements 

A. Authorized Signe:tt_<?rie~. All of the tmdcrsigncd persons represent and warrant that 

they arc Pmtics hereto or arc authorized to sign this Agreement on behalf of the respective Party, 

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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. 

B. Advice of ~oUQsel .. 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. 

SJ•:CTION V: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to elleetuatc all the terms 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 necessary to conclude the Action and to otherwise pertonn the 

terms of this Agreement. 

Sl~CTION VI: Other Matters 

A No AdmissioJ1ofL.i@ility. 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 Pa1ty except to enforce its terms. 

B. Execution in Countemart_ . This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been sjgned by all Parties; and each such 

counterpart, upon execution and ddivery, shall be deemed a complete original, binding the 

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

C. _ChqiQe of 1 ,aw. This Agreement shall be interpreted, construed and enforced 

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

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D. Notices. Any notices required hereunder shall be sent by registered mail, first 

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

lfto the FDIC-R: 

Paul A. 1 .cvin, Esq. 

Mortgage Recovery l ,aw Group 

700 N. Brand Blvd., Suite 830 

Glendale, California 91203 

(818) 630-7901 

If to the Defendant: 

James W. Brody, Esq. 

American Mortgage Law Group, P.C. 

75 Rowland Way, Suite 350 

Novato, CA 94945 

(415) 878-0030 X. 151 

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

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

set forth herein ami supersedes any prior agreements or understan<lin gs. 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(s), or other 

rcprcsentati vc( s). 

F. Ti tl M~ .. C~ptions. 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. 

II. California Civil § 1542. Each party acknowledges that this Agreement 

applies to all claims for inj uries, 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 Pmi y arising from the Claims or the Action. Each Party hereby 

expressly waives application ofCalif()rnia Civil Code§ 1542 and any other similar statute or 

rule. 

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Each Party certifies that it has read and understood the following provisions of California 

Civil Code § 1542, which states in pertinent part as follows: 

A general release docs 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. 

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

Calif(xnia Civil Code § 1542 is that even if any Party should eventually suffer additional 

damages arising out of the Claims, the claims and causes of action 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 damages. Furthermore, 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 docs not know exists, and which, if 

known, would materially affect that Party's decision to execute this release, regardless of 

whether that Party's lack of knowledge is the result of ignorance, oversight, error, negligence, or 

any other cause. 

__ ___,I,.,_. __ Severability. If any provision ofthis Settlement Agreement shall, for any reason 

or to any extent, be invalid or unenforceable, the remainder of this Settlement Agreement shall 

be enforced to the fullest extent permitted by law. 

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

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

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INDYMAC BANK, F.S.B. 

PRINT NAME: R\ c "'~vl -S.. G ~ l \ ·--·· .. ·--
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