(b)(2) 

SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

TillS SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

(b)(2). ("Settlement Agreement") is entered into and made effective as ofthe~day of D August, 2010 ("Effective Date"), by and between the Federal Deposit Insurance 

Corporation as Receiver for IndyMac Bank, FSB ("FDIC'') and Pierce Commercial Bank 

("PIERCE COMMERCIAL"). The FDIC and PIERCE COMMERCIAL may hereinafter 

be referred to individually as a "Party" or collectively as the "Parties." 

RECITALS 

1.1 PIERCE COMMERCIAL sold and/or delivered mortgage loans to 

IndyMac Bank, FSB, pursuant to various written agreements. A dispute has arisen 

between the Parties with respect to outstanding demands for repurchase and/or indemnity. 

Specifically, IndyMac Bank, FSB made demands to PIERCE COMMERCIAL for 

repurchase and/or indemnification based upon PIERCE COMMERCIAL's breach ofthe 

representations and warranties as set forth in the written agreements. 

1.2 Without admitting liability, the Parties desire to and have agreed to settle 

all repurchase and indemnification claims relating to the mortgage loans sold directly by 

PIERCE COMMERCIAL to IndyMac Bank, FSB (collectively, the "LOANS") upon the 

tenns and conditions hereinafter set forth. 

AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants and promises set 

forth herein, and for other good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged by the Parties, the Parties, intending to be legally bound, 

agree as follows: 

1.3 Recitals. The Recitals set forth above are incorporated into the body of 

this Settlement Agreement as though fully set forth herein. 

1.4 Payment ofthe Settlement Agreement. PIERCE COMMERCIAL shall 

pay the total sum of$125,000 (one hundred twenty five thousand dollars) (the 

"Settlement Funds'') by no later than September 10, 2010. The payment shall be made by 

wire transfer made payable to "Mortgage Recovery Law Group Trust Account," Account 

(b)(4) Number:! n •• . !Routing Numbed n • • · l Reference: Pierce Commercial 

Settlement. 

SETfLEMENT AGREEMENT & MUlUAL RELEASE 

Page I of5 
RELEASE 

1.5 Unknown Claims. Each Party acknowledges and agrees that this 

Settlement Agreement applies to all claims for injuries, damages, or losses of any type or 

nature (whether those injuries, damages, or losses are known or unknown, foreseen or 

unforeseen, patent or latent) which each Party may have against the other Party arising 

from the obligation to repurchase and/or indemnify for losses associated with the 

LOANS. Each Party hereby expressly waives application of California Civil Code §1542 

and any other similar statute or rule. 

1.6 Each Party certifies that it has read and understands the following 


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


"A GENERAL RELEASE DOES NOT EXTEND TO 

CLAIMS WHICH THE CREDITOR DOES NOT KNOW 

OR SU$PECT 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." 

1.7 Each Party understands and acknowledges that the significance and 

consequence of its waiver of California Civil Code §1542 is that even ifany Party should 

eventually suffer additional damages arising out of the obligation to repurchase and/or 

indeijlllify for losses associated with the LOANS, the claims and causes of action that 

were or could have been asserted relating to obligation to the repurchase and/or 

indemnify for losses associated with the LOANS, or any facts or circumstances related to 

the obligation to repurchase and/or indemnify for losses associated with the LOANS, that 

Party will not be able to make any claim against the other Party for those damages. 

Furthermore, each acknowledges that they consciously intend these consequences even as 

to claims for damages that may exist as ofthe date ofthis release but which that Party 

does not know exists, and which, ifknown, would materially affect that Party's decision 

to execute this release, regardless ofwhether that Party's lack of knowledge is the result 

of ignorance, oversight, error, negligence, or any other cause. 

1.8 Each Party hereby fully, finally, and forever releases and discharges the 

other Party, and any and all of its respective past, present, and future affiliates, 

employees, members, partners, joint venturers, independent contractors, attorneys, 

insurers, investors, successors, assigns, representatives, officers, directors, shareholders, 

predecessors, successors and assigns, and any corporation, partnership or limited liability 

company which was or is at any time the parent or wholly owned subsidiary ofsuch 

entity, and any such corporation's, partnership's or limited liability company's officers, 

directors, and/or employees, or any corporation, partnership or limited liability company 

SETILEMENT AGREEMENT & MU11JAL RELEASE 


Page 2 of5 

which was or is an affiliate ofsuch entity by virtue of common ownership or control, and 

any such corporation's, partnership's or limited liability company's, officers, directors, 

and/or employees of and from any and all actions, causes of action, claims, demands, 

damages, debts, losses, costs, expenses, attorney fees or other liabilities of every kind and 

nature whatsoever, whether legal or equitable and whether known or unknown, arising 

out of, resulting from, or relating to, in any manner, the obligation to repurchase and/or 

indemnify for losses associated with the LOANS, the claims and causes ofaction that 

were or could have been asserted relating to the obligation to repurchase and/or 

indemnify for losses associated with the LOANS, or any facts or circumstances related to 

the obligation to repurchase and/or indemnify for losses associated with the LOANS. 

1.9 Notwithstanding any other provision in this Settlement Agreement, the 

FDIC does not release, and expressly preserves fully and to the same extent as if the 

Settlement Agreement had not been executed any claims against PIERCE 

COMMERCIAL arising out ofexisting or failed financial institutions other than IndyMac 

Bank, FSB. 

1.10 Notwithstanding any other provision in this Settlement Agreement, the 

FDIC does not release, and expressly preserves fully and to the same extent as ifthe 

Settlement Agreement had not been executed any action taken by any other federal 

agency. In addition, this Settlement Agreement does not purport to waive, or intend to 

waive, any claims which could be brought by the United States through either the 

Department of Justice or the United States Attorney's Office for any federal judicial 

district. In addition, the FDIC specifically reserves the right to seek court ordered 

restitution pursuant to the relevant provisions ofthe Victim and Witness Protection Act, 

18 U.S.C. § 3663, et seq., if appropriate. 

1.11 Conditions of Execution. Each Party acknowledges and warrants that its 

execution ofthis Settlement Agreement is free and voluntary. 

1.12 No Admission. It is agreed that no Party hereto admits liability or 

wrongdoing of any nature, and that this Settlement Agreement is made as a compromise 

of disputed claims. 

1.13 Fair Meaning. The Parties hereto further agree that the language ofall 

parts ofthis Settlement Agreement shall in all cases be construed as a whole, according to 

its fair meaning, and not strictly for or against any Party. 

1.14 Governing Law. The Parties agree to submit to the Courts of the City 

and County of Los Angeles, California, for any dispute arising out ofthis Settlement 

Agreement, or related thereto, and consent to the jurisdiction of said Courts and further 

agree that any and all matters ofdispute shall be adjudicated, governed and controlled 

under California law. 

SEITLEMENT AGREEMENT & MUTUAL RELEASE 


Page 3 of5 

1.15 Attorneys, Fees. Should any action be commenced to enforce, interpret, 

or seek damages, injunctive relief, or specific performance for violation ofthis Settlement 

Agreement, the prevailing party shall, in addition to any other available relief, be entitled 

to an award of reasonable attorney's fees and litigation expenses incurred in the 

prosecution or defense ofthe action, including any appeal. 

1.16 Severability. The Parties hereto agree that if any provision of this 

Settlement Agreement is declared by any court to be illegal or invalid, the validity of the 

remaining parts, tenns or provisions shall not be affected thereby, and such illegal or 

invalid part, tenn or provision shall be deemed not to be part of this Settlement 

Agreement. 

1.17 Binding Effect. This Settlement Agreement shall be binding upon and 


inure to the benefit of the Parties and their respective heirs, personal representatives, 


successors, and assigns. 


1.18 Review and Understanding. The Parties have entered into this 

Settlement Agreement voluntarily, having fully read and fully understanding the meaning 

and effect of all of its tenns and provisions, and fully understanding its and their costs 

and risks. Each Party has consulted with legal counsel concerning this Settlement 

Agreement and has conducted such inquiry as they deem necessary and advisable prior to 

entering into this Settlement Agreement. The Parties enter into this Settlement 

Agreement understanding that facts or other circumstances may exist which are presently 

unknown or undisclosed, or which are different from or other than those which they 

believe to be the case, and the Parties voluntarily assume all risks attendant to such 

unknown, undisclos~, different, or additional facts or other circumstances. 

1.19 Number. Whenever applicable, the singular shall include the plural, and 

the plural shall include the singular. 

1.20 Counterparts/Execution. This Settlement Agreement may be executed 

in one or more counterparts, all of which shall form a single agreement. A Party's 

signature on this Settlement Agreement by facsimile shall be valid and effective for all 

purposes as an original signature, provided, however, that the original signature shall be 

produced upon request. 

1.21 Waiver. No tenn or condition ofthis Settlement Agreement shall be 

deemed to have been waived, nor shall there be an estoppel against the enforcement of 

any provision ofthis Settlement Agreement, except by written instruments signed by the 

Party charged with the waiver or estoppel. No written waiver shall be deemed a 

continuing waiver unless specifically stated therein, and the written waiver shall operate 

only as to the specific term or condition waived, and not for the future or as to any other 

act than that specifically waived. 

SETTLEMENT AGREEMENT & MUTUAL RELEASE 


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1.22 Headings. The headings ofparagraphs herein are intended solely for the 

convenience of reference and shall not control the meaning or interpretation of any of the 

provisions of this Settlement Agreement. 

1.23 Subsequent Agreements. The Parties agree that, upon the reasonable 

request ofthe other Party, they shall execute, acknowledge, and deliver any additional 

instruments or documents that may reasonably be required to carry out the intentions of 

this Settlement Agreement, including such instruments as may be required by the laws of 

any jurisdiction, now in effect or hereinafter enacted, that may affect the rights ofthe 

Parties as between themselves or others with respect to their rights and obligations 

created by this Settlement Agreement. 

1.24 Entire Agreement. The Parties hereto further agree and promise that this 

Settlement Agreement sets forth the entire agreement between and among the Parties and 

fully supersedes any and all prior negotiations, agreements or understandings made 

between or among the Parties. This Settlement Agreement shall not be modified except 

in a writing signed by the Parties or their authorized representatives. 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties 

have executed this Settlement Agreement as ofthe date set forth in the opening paragraph 

ofthis Settlement Agreement. 

For: Federal Deposit Insurance For: Pierce Commercial Bank 

Corporation as Receiver for (b)(6) Indy Mac Bank, FSB 

(b)(6) 

By: I I J I

GARY T. GAHAN Name: R '.:...~ 5-. Cu II Name: <l)r ;\ j 

Title: c C) I l lllo! ; ·Q. ~ Title: 
 PRESIDENT & CEO

Date: ~ --3\-· "JC Date: ~ 

AUGUST 31. 2010 
 J 

~c 

SETILEMENT AGREEMENT & MUlUAL RELEASE 


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