SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made as of this _day of 

March, 20 13~ by, between, and among the Federal Deposit Insurance Corporation as Receiver for 

Am Trust Bank, Clevelandt Ohio ("FDIC-R"), on the one hand; and Ultra Escrow. Inc. ("Wtra 

Escrow"), Jeffiey Mcindoo (a.k,a. JeffMcindoo)) and Cathy Mclndoo, on ihe other hand. 

(Individually, the FDIC-R~ Ultra Escrow, Jeffiey Mclndoo, and Cathy Mclndoo may be referred 

to herein as a '{Party/' and collectively as the "Parties.") 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bankt Cleveland, Ohio, previously known as Ohio 

Savings Bank ("Bank"), was a depository institution organized and existing under the laws of the 

United States. 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and appointed 

the Federal Deposit Insurance Corporation as its receiver. In accordance with 12 U.S.C. 

§182l(d), the FDIC-R succeeded to all rights, titles, powers, and privileges ofthe Bank, 

including those with respect to its assets. 

On or about November 1, 2007, Bank funded two mortgage loans to borrower I ··f .......... .(b)(6) 

(b)(6) l· I in the collective amount of ~608,000 (the I ·· ·lLoans'')in connection with .. ..(b}(6) 

(b )(6). J I purported purchase of a residential property located at J 

(~)(S)••••••••••••••••••~~= ••••••...... = .......... = .. ·· =.:........:~ ............,l(heremafterthe I ~Transaction .. ). 

··········································J .............................................................. (b).(6) 

(b )(6} .... ... J 

(b)(6) l 

(b )(6.~·-··""."""1""""'" 

On or about December 24,2007, Bank funded two mortgage loans to borroweG· 

J in the collective amount of$895t000 (the I · -ILoans'')inconnection--with 

.(b)(6) 

(b)(6) 

I purported purchase of a residential property located at L-1 ______ ....... _ ........ _ ............. ! (b)(6) 

J<hereinafter1hel I Transaction"). The l · ··ILoansand the (b)(6) 

1 

Settlement Agreement 
· (b )(6)... -+H···H· · !Loans are collectively referred to herein as the "Loans"; and the I I (b)(6) 

(b )(6)H H 1'ransactionandthef I Transaction are collectively referred to herein as the 

"Transactions." 

Ultra Escrow served as the escrow company and settlement agent with respect to the 

Loans and the Transactions. 

On or about September 28, 2011, FDIC-R filed an action against Ultra Escrow in the 

United States District Court for the Central District of California, Case No. CV 11-8062 PSG 

(CWx) (the "'District Court Action"), alleging that Ultra Escrow caused damages to the FDIC-R. 

A dispute has arisen between the Parties with respect to claims by the FDICMR related to 

Ultra Escrow's actions as alleged in the District Court Action (heremafter any and all claims by 

the FDlC-R against lJ1tra Escrow related to allegations made in the Distri<!t Court Action are 

referred to as the ••Claims"). Ultra ES<..-row denies, in their entirety, the Claims made in the 

District Court Action against Ultra Escrow. The Parties engaged in settlement negotiations as a 

result of the Claims. The Parties now deem it in their best interests to enter into this Agreement 

to avoid the uncertaintyt trouble, and expense of litigation, and Jeffrey Mcindoo, and Cathy 

Mclndoo (collectively referred to as the ~'Mclndoos") join in thls agreement and stipulate to 

jurisdiction of the Court in this Action to enforce the tenns of the written guaranty proVided for 

herein. 

NOW. TIIEREFORE, 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: 

2 

Settlement Agreement 
SECTION 1: Payment to FDICMR. 

A. As an essential covenant and condition to this Agreement, Ultra Escrow shall pay 

the FDIC~R the total sum of One Hundred Thousand Dollars ($1 00)000) (the "Settlement 

Payment"). Ultra Escrow shall satisfy its payment obligation by rendering installment payments 

as follows: a) thirty-five payments in the amount of Two Thousand Five Hundred Do11ars 

($2,500) each, with the first payment to be made on or before May 1, 2013, and the subsequent 

payments to be made on the flrst of the month thereafter for the next thirty-four months; b) a 

fmal payment, in the amoWlt ofTwelve Thousand Five Hundred Dollars ($12,500), to be paid 

made on or befure April I. 2016. .Each payment provided for in this paragraph shall be made in 

the form of a settlement draft. made payable to "Mortgage Recovery Law Group Client Trust 

Account. •• The payment shaH be delivered to Paul Levin, Mortgage Recovezy Law Group, 700 

North Brand Avenue, Suite 830, Glendale, California 91203. 

B. If the FDIC-R does not receive the Settlement Payment in full within the 

timeframe determined by subparagraph A above ("Settlement Payment Due Date'')) then the 

FDIC-R, in its sole discretion, shall have the right to: 

1. extend the period of time for payment, including interest accruing from the 

Settlement Payment Due Date through the date of payment at a rate calculated in accordance 

with 26 U.S.C. §662l(b)(3); or 

2. enforce this Agreement as provided in Section I.D herein and, in sw::h 

event, Ultra Escrow agrees to jurisdiction in Federal District Court in California and to pay all of 

the FDIC-R~s reasonable attorney's fees and costs expended in enfQrcing the tcnns ofthis 

Agreement; and/or 

3. seek any other relief available to it in law or equity. 

"' 

~ 

Settlement Agreement 
Any extension of time for delivery of the Settlement Payment shall not ~judice the FDIC-R' s 

other rights to take other action or seek any relief during or after such period of extension, 

including·the right to bring an action to enforce the Agreement. 

C. The Mcindoos further agree that they wil1 provide a personal guaranty, assuring 

payment of the Settlement Payment up to the fttSt Fifty Thousand Dollars ($50,000) owed under 

this Settlement Agreement. Should Ultra Escrow fail to make timely payments on the first Fifty 

Thousand Dollars ($50,000) owed, the Mcindoos agree to be held personally and financially 

respon.~ble to the FDIC-R for Fifty Thou.~and Dollars ($50,000) less any amounts timely paid by 

Ultra Escrow, as provided in the Agreement of Guaranty ("Guarantyn) attached hereto as Exhibit 

A. 

D. In addition, if the FDIC-R does not receive the Settlement Payment in full on or 

before the dates detennined by subparagraph A above, then the FDIC-~ in its sole discretion, 

shall also have the right to enforce a stipulated judgment against Ultra Escrow in the amotmt of 

One Hundred Thousand Dollars ($100,000), less any amoWlt paid by Ultra Escrow to FDIC-R 

pursuant to this Settlement Agreement and the Guaranty. ln the instance that the FDIC-R 

pursues a stipulated judgment against Ultra Escrow for Ultra Escrow's failure to fulJy and timely 

pay in full the Settlement Payment, Ultra Escrow agrees not to oppose the entry or enforcement 

of the !:-.1ipulated judgment and further agree to compensate the FDIC-R for aJl costs, fees.; and 

other expenses incurred in entering and enforcing this stipulated judgment. The FDIC-R agrees 

not to file any stipulated judgment against Ultra Escrow without first providing Ultra Escrow 

with notice of non-payment and allowing Ultra Escrow fifteen (15) days from the date such 

notice is sent to cure non-payment Any obligations by the FDIC-R to provide notice of nonpayment v.-ill be satisfied by delivering notice of non-payment via electronic mail and overnight 

4 

Settlement Agreement 
mail to Ultra Escrow's counsel, who is designated as Robert C. Mcest, 2530 Wilshire Boulevard, 

2nd Floor) Santa Monic.a California 90403; e-mail: J ···················l··························································································································································(b)(6) 

E. Concurrently with the execution of this Agreemen~ Ultra Escrow shall execute 

and deJiver to the FDIC-R a Stipulation for Entry of Judgment in the amount of One Hundred 

Thousand Dollars ($100,000.00) (hereinafter the '~Judgment Amount,.) in the form attached 

hereto marked Exhibit B and Consent to Entry of Judgment in the form attached hereto marked 

Exhibit C and on the terms provided for therein. In the event the FDIC-R requests to have 

Judgment entered, pursuant to Section J.D. ofthis Agreement, the Court shall award the FDIC-R, 

upon motion, an award of attorney fees and costs incurred by the .FDIC-R in prosecution of such 

judgment in an amoWlt not to exceed Twenty-Five Thousand Dollars ($25,000). 

F. Both the Stipulation for Entry of Judgment and Consent to Entry of Judgment are 

incorporated by reference herein and their tenns are made a part oftbig Settlement Agreement. 

The Stipulation for Entry of Judgment and the Consent to Entry of Judgment shall be held in 

trust by the FDIC-R's attorneys of record, shall not be filed with the Court and not be used to 

seek entry of judgment thereon except as provided for in Section J.D. of this Agreement. 

G. Unless otherwise indicated in this Agreement, the Parties shall bear their own 

costs and attorneys' fees incurred in the Action and the preparation of this Settlement 

Agreement. 

SECTION II: Releases. 

Each Party acknowledges that this 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 that Party may have against another 

5 

Settlement Agreement 
Party arising from the Claims. Each Party hereby express.ly waives application of California 

Civil Code §1542 and any other similar statute or rule. 

Each Party certifies that they have read and m1derstood the following provisions of 

California 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 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 California Civil Code § 1542 is that even if any Party should eventually suffer 

additional damages arising out of the Claims, the cJaims 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 wil1 not be able to make any claim against the other Party for those damages. 

Furthermore, each Party acknowledges that it consciously intends these consequ<..'11ces even as to 

claims for damages that may exist as of the date of this release but which that Party does not 

know exists, and which. if known, would materially affect that Party's decision to execute thjs 

release, regardless of whether that Party's lack of knowledge is the result of ignomncet oversight, 

error, negligence, or any other cause. 

A. The FDlC-R's Release, 

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

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

Escrow and its respective employees, officers, directors, representatives, "heirs," executors, 

administrators, attorneys, successors and assigns, including the Mclndoos, from any and all 

claims, demands, contracts, obligations, damages, actions, and causes of action, direct or 

6 

Settlement Agreement 
indirect, in law or in equity belonging to the FDIC.;R, arising ou~ of or relating to the facts and 

circumstances alleged by the Claims , 

B. Ultra Escrow's and the Mclndoos~ Release. 

Ultra Escrow and the Mcindoos, on behalf of themselves and their respective employee~ 

officers. directors, representatives, heirs, executors, administrators, successors and assigns, 

hereby release and discharge the FDIC-R, and its employees~ officers. directors, representatives, 

successors and assigns, from any and all claims belonging to Ultra Escrow and/or the Mclndoos, 

arising out of or relating to the facts and circumstances alleged by the Claims. 

C. Excej,ltions to Release by FDIC~R. 

l. 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: 

a. against Ultra Escrow, the Mclndoos, or any other person or entity 

fur 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 claims acquired by FDIC·R as successor 

in interest to any person or entity other than Bank; 

b. against any person or entity not released by the FDIC-R in this 

Agreement; or 

c. which arc not expres.<;ly released in Section ItA above. 

2. Notwithstanding any other provision of this Agreement~ nothing herein 

limits, waivesJ releases, diminishes or compromises the jurisdiction and authority of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority to 

7 

Settlement Agreement 
institute administrative enforcement or other proceedings seeking removal, prohibition, civil 

penalties, restitution or other reliefit is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation oflaw, rule, or 

regulation. 

3. Notwit:llstanding any other provision of this Agreement, this Agreement 

does not waive any claims which could be brought by the United States through the Department 

of Justice, the United States Attorney's Office for any federaljudicia1 district Jn addition, the 

FDIC-R specifically reserves the right to seek court ordered restitution pursuant to the relevant 

provisions of the Victim WJd Witness Protection Act, 18 U.S.C. § 3663, et seq., ifappropriate. 

D. Dismissal 

Unless dismissal is required sooner by the Court presiding over the District Court At.1ion) 

upon the FDIC-R's counsel's receipt of the entire Settlement Payment. the FDIC-R shal1 file a 

stipulation for dismissal of the Distri<.:t Court Action with prejudice as to Ul1ra Eserow, and each 

Party shall bear their own costs and fees. The Parties shall cooperate with the FDIC-R to 

accomplish such stipulation for dismissaL 

E. No Subrogation. 

Unless a default shall occur, the FDIC-R shall have no right to the proceeds of any 

recovery, subrogation. offset, dema.lld, or claim to any moneys. judgments, or settlements that 

Ultra Escrow may recover against any third-party defendants. Ultra Escrow represents and 

warrants that it will not seek to recover any sums from ] ·························-lorNew .. Century ..................................................... . ........... (b.).(6) 

Appraisals~ Inc. in connection with the Claims. 

SECI'ION Dl: Insolvency. 

A. Insolvency. 

8 . Settlement Agreement 
(b)(6) ... 

Ultra Escrow warrants as to payments made by or on its behalf that at the time of such 

payment, Ultra Escrow is not .insolvent nor wiU the payment made by or on its behalf render it 

insolvent \\i.thin the meaning and/or for the purposes of the United States Bankruptcy Code. 

This warranty is made by U1tra Escrow and not by its counsel. 

In the event that the FDIC-R is required to retum any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-Rmay, -without waiver of any other rights it may have in law or 

equity, pursue any of the rights and remedies set forth in Section I.B. and/or I. C. above, and/or 

otherwise pennitted by law. 

SECTION IV: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also be sent by email. to the following; 

If to the FDIC-R: 

Paul Levin 

Mortgage Recovery Law Group 

700 North Brand Boulevard, Suite 830 

Glendale, California 91203 

(818) 630-7900 

I ·········································· ·············· 

If to Ultra Escrow: 

Robert C. Moest 

Law Offices of Robert C. Moest 

2530 Wilshire Boulevard, 2nd Floor 

Santa Monica California 90403 

(310) 915-6628 

(b )(6}. _ ......................... IL.-_ ............ _ ..... ·-··· ·· ------~ 

SECTION V: Otber Matters. 

9 

Settlement Agreement 
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 in.finnity 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 hereto, except to enforce its terms. 

B. Execution in Counte~. 

This Agreement may be executed in counterparts by one or more of the Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as if one document had been signed by aU Parties hereto; and each sucb counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the Party or Parties 

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

C. Binding Effect 

AU of the undersigned persons represent and warrant that they are a Pmty hereto or are 

authorized to sign this Agreement on behalf of fue 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, administrators. representatives., attorneys. successors and assigns. 

D. Entire Agreement. 

Tiris Agreement constitutes the entire agreement and understanding between and among 

the undersigned Parties concerning the matters set forth herein and supersedes any prior 

agreements or understandings. No representations, warranties or inducements have been made to 

10 

Settlement Agreement 
or relied on by any Party concerning this Agreement and its exhibits other than those: contained 

therein. 

E. Amend.ments. 

This Agreement may not be amende-d or modified~ nor may any of its provisions be 

waived, except in writing by the Party or Parties bound thereby, or by their respective authorized 

attomey(s) or other representative(s). 

F. Reasonable Cooperation. 

1. The undersigned Parties agree to cooperate in good faith to effectuate all 

the terms and condltions of this 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 perform the terms of this Agreement. 

2. · Further, Ultra Escrow and the Mclndoos agree to cooperate fully with the 

FDIC-R in connection v.1th any action required under this Agreement. Arry such cooperation 

that involves any out-of-pocket costs is subject to reasonable reimbursement by the FDIC-R 

pursuant to its internal guidelines and policy for such reimbursement. Such cooperation shall 

consist of: 

a. producing all non-privileged documents requested by the FDIC·R~ 

without the necessity of subpoena, as determined by the FDJC-R, in its sole discretion, to be 

relevant to the Bank; 

b. making themselves available upon request by the FDIC-R at 

reasonable times and places for interviews regarding non-privileged facts, as detennined by the 

FDIC-R in its sole discretion, to he relevant to the Bank; 

l1 

Settlement Agreement 
c. appearing to testify regarding non~privileged information, upon 

request by the FDIC~R. in any matter determined by the FDIC-R in its sole discretion. to be 

related to the Bank~ without the necessity of subpoena; 

d. signing truthful aflidavits upon request by the "FDIC-R, regarding 

any non-privileged matter, as determined by the FDIC~R in its sole discretion~ to be relevant to 

the Bank. 

0. Choice of Law. 

This Agreement shall be int.eipreted, construed and enforced according to applicable 

federal law. or in its absence, the, internal laws of the State of California, without regard to its 

conflit,1S of laws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that he or it has consulted with and obtained the advice 

of counsel prior to executing this Agreement cmd that this Agreement has been explained to that 

Party by his or its counsel. 

r. Title and Captions. 

All section titles and captions contained in thls Agreement are for convenience only and 

shall not affect the interpretation of this Agreement. 

J. AuthorshipiConstruc"tion. 

This Agreement sets forth terms and agreements jointly neg()tiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

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. 

12 

Settlement Agreement 
DATE: ?J }2 ~ f;..o I 'b 

(b)(S) H • APPROVEDASTOFORM 

(b )(6) 

DATE: B J z --z. /z. o r3 I , 

DATE: 

DATE: 

APPROVED AS TO FORM 

DATE: 

~~: ~~~~:~~~~OF ROBERT C. MrT 

u 

ROBERT C. MOEST 

Attorney for Defendant ULTRA ESCROW. 

TNC. 

••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••m•f • (b)(6) 

SN£PPER~ WAINER& MARKOFF 

Bv· 

-·---------------------------

13 

MAURICE WAINER 

Attorney for Plaintiff FEDERAL DEPOSJT 

lNSURANCE CORPORA T£0N as Receiver 

of AMTRUST BANK 

FEDERAL DEPOSIT INSURANCE 

CORPORATION as Receiver of AMTRUST 

BANK 

Settlement Agreement 
DATE: 

APPROVED AS TO FORM 

DATE: 

DATE: 

DATE: 

DATE: 

APPROVED AS TO FORM: 

DATE: 

By: 

By: 

By: 

LAW OFFICES OF ROBERT C. MOESt 

--- ---- ROBERT C. MOEST 

Attorney for Defendant ULTRA ESCROW, 

fNC. 

ULTRA ESCROW, INC .• a Nevada 

corporation 

-=SlgnatJJr -------------------- e -

Prirlf Name and Tille 

JEFFREY MCINDOO aka JEFF MCINDOO 

-=-

Sig»ature --------- -----.. ··-·--

CATHY MCINDOO 

By:---- ------ - ---

By: 

Si.gnatun 

.......... -.-........ ~-t-- )~_6) 

MA~~R~I~C~E _E~~~----------~ 

Attorney for Plaintiff FEDERAL DEPOSIT 

INSURANCE CORPORATION as Receiver 

ofAMTRUST BANK 

FEDERAL DEPOSIT INSURANCE 

CORPORATION .as Receiver of AMTRUST 

BANK 

13 

SottJe:ment Agreement 
14 

Settlement Agreement 

< / 
03/28/2013 14:26 t0548 P. 007/01 0 

AGREJMJ;NT OF GU.ABANTV 

This Agreement of Guaranty (heR in the "Guanmi.Y') is made by Jcfficy Mo.lndoo and 

Cathy Mclndoo (collectively "Guarantor, for the benefit of the Pedc.rat Deposit lnsUlll1ce 

Corporation as lleeeivet for Indy.Mac Bank, P .S.B. f'FD!C~R'1· 

BECJIAL$ 

1.1 Prior to July If, 2008, lndyMac Bank, F.S.B. e'Baak''), was a depositor)-

lnstkution orpnizl:d and existhlg U1ider the' laws of the United Stat~. 

1.2 01) .JulY 11, 2008, the OfftGC et'Thrift Supel'\'i&ion closed 'the Bank and BptK>inted 

the ~ederat Deposit lnsuranoc Corp<ntion 1lS Its receiver. In~ with 12 U.S.C. 

§1821(d), the fDlC-R .sueceeded. to all rights, tltles, powe~ and privileges of the Bank. 

inducUns these with respect to its assets. · 

(b)(6.) -- 1- ~~:0!"1:!":r~~;,~~=.:;-~~ 1blt6l fg~f~L ..... -.. ,,l ..4na::~c~i~==~+~alF:!!:~ at! .... .. ....... r ........... ~~ b .. ]3 

1.4 Ultra Eaow served as the escrow company and settlement agent with respect to 

the Loans and the 'f'ra.nsat;tions. 

1.5 On or about July 7, 20 J I, FDlC-R filed an ~ agaiU Ultra &crow in cbe 

United States District Coutt for the Central District of California, Cue No. SACV 1 t ...() 1 012.. 

AG-MLG (the UOistrkt Court Action'~, allcgillg dJat Ubra Escrow cawed dmnagea to tbe FDICR. 

:1.6 Ait:y and all etaims by 1M FDic~R against Ultra Escrow related to allegations 

made in the Disuitt Court Action. are referred to as the ·~ms'~. Ultra BSCI'O\V denies. in their 

entirety, lbe Claims made in tilt District Court Aotion against Ultra Escrow. Th~ Parties 

~ in settlemtnt negotiations as a result of the Claims. The Pmties now mem it in their 

best 1ntecests to enter into a settlement agreement to avoid tbe WKieztainty1 troubl~ and expense 

oflitlgation, and Je:fftey Melndoo and Cathy Momdoo join in the settlement~ lhrollJh 

which they have agreed to provide a pel'$0nal gtllt8Jrty as outlined hmln in this pmooaf 

guaranty 83leement (the ~nty Agreement"') and stipulate to jurisdiaion of the Court in this 

Action to enforce the ~erms of the G~ 1\greemcmt provided for bereift. 

THEREf()R£, m G011Sideration oflhe fOregojn& and for other good and valuable 

consideration, 1tle receipt and ~'*Y of which is hereby acknowledged, and to induce FDlC-R 

to settle its claims agaiMt Ultra Escrow, G~rtntor hmby covenants, wammm and reprosectS M 

follows: 
03/ 28/ 2013 14 :26 #054Q P. OOS / 010 

2.1 ~. Guarantor AlfCeS and acknowledges that this Gwmulty is jiVe.n. to 

induce FDIC·R to setrle its claims with U.ltra Escrow. Absent execution ar~d delwery oftbis 

Gwn-anty, FDIC-R would not have entered in10 "the Settlement Agreement. 

1.l GlfJ'Utml OlzU..._,, Guarantor ltel'eby unconditiomJJy guarantees to FDlC· 

R. the mn and prompt payment of all obligations on the part of Ultra Escrow t<> be paid, 8J and 

wbeu du~ in ronnecticn with the Seltlement Agreement, up to F~ l'ltoutuld Dollm (~0.000) 

less any amount.! paid by Ultra Escrow under the settlement agreement. All obligations of Ultra 

Egerow herei1! guatan1eed are referred to as tbo "Gua:rantmi Obligations." fn the event of any 

default by Ultra Escrow in 1M paymt.nt ot any of the Guaranteed Obllsatf<mBt Guatanto.r shall 

l'fOmptly pay Fifty Thousand Dollars (150,000), less any amounts pald by Ultra Escrow under 

the seulement ageement~ to the FDTC-R, upon demand 

2.3 CpJJ!l!!J!g GJarytv. This Gu8rao.ty sbali be unc;onditiona~ continui111 and · 

ab5olure and shall not be affected C¥r impa ~ by any modif!Cati~ e.xtensiOD or amendment of 

the Settlement Agreement or any other agreement now or hereafter exeNt«l between Ultra 

Escrow and FOlC-R.. 

2.4 DJil!C( Ltahilitt. Th~ liability of Guuantor he.reuodfr is direct and UDeQnditiooaJ 

and may be cnfon;;ed without requiring FDIC-R first to exerc ~ anfmx or exhaust any right or 

rt11'1edy against U.ltra Escrow. and such liability shall eoJttinue jn full forci:l and effeet until an 

Ouar'llnfUd 

~ 

Obliptions have been fully paid. Upon any default by Ulln Eaow relating to the 

Aarcemc~ FOJC-R may, at its optio~ proceed dire¢tly and at onet against 

Guarantor to ~ollect the full amount of Gll3l'alt1m's liabiUW hercamder ~ or any portion thereof, 

without first prcceediDg against my ~ corpc>r&ion. 'Partnmhlp ot other Clltity. 

l.S Watym. Guarantor llereby: 

a) Waives presentmen\ demand, proktt, md notictof&QUpt.ante. notJoe of 

demand> notice ofprote!t, notice ofdishonot~ notice of default, notite of~ent. and all 

other notices to which Guarantor might otherwise be entitled; 

b) Waives aU claims or dGfenscs relating m taokof dl1iaenoe or delays in 

collecrion Of ~:~nforcement, or any other indu4t~ or forbeanmce with regpect to any obligations 

rclatlng to dle Settlemm Agreement or the Guaranteed Obliptions, and any defense which 

GuarantOr may have by reason of any defense which Ultra. Escrow may havt against FDIC·R, 

other man ~t oftbe Guaranmed Oli!igations; 

c) Waive' dy fiaht, title or t.nm'eSt in, or cla.im to, wl!cther by aubroguion 

or otherwi~ any CiOllateral or assets ottJltra ~~ untJl an ~Obligations have been 

fully paid; and 

d) Waives any defense 01 ola.im that resortmustfim be had to Ukra Eu:tow, 

and waives il'IY defense or claim relating to the marshalling of wets or ey requirement to 

proceed against allY panies M eollate.ralln a.ay ~ular order. 

2.6 EulratloJl. 1'be liabilities, duties and oblipticw of Guarantor hereunder s.haU 

continue until an (}uarantDcd Obliga.tiotts have been. fully paid and satisfiod. 
03/28/ 2013 14: 26 10548 P. OOS/ 010 

l. 7 Com apd AUWuu' Feu. Guuamot aatee6. in addition to the liability above 

assumed, to reimbUrse FDIC·R fur all «'Sts aad expenses, htclud.mg reasoJ~able a.tt«neys' fees. 

which FDTC·R may inwr (a) in the collectlon of the Guaranteed Oblipiocs or any part t:hcteof. 

(b) for the enforcement of any of the. Settlement Agreement or any term, agrc10men1, covenaot, 

provision, obligation or duty arisiog tbemmder. and as Pf()vid¢0 tbMdft. or {c) in the 

enforcement of1bls Guaranty or any tcnmt agreement, covenllllt, pro11ision, obligation ot duty 

hereunder. Guarantor shaU promptly reimburse FDIC·R ta the extent that pa;numt of sur.h 

attorneys' fees, costs and disbursements are ~ 6:om, and not paid by, U.hra Escrow. 

18 St'atg t(Lim1JatloJs; Benkro.Dtcy. Guarantor Shall RJnam liable with MSpeCt 

to the payment, observance, complW:tee or satlsfaOOon of the Ollalalltted 

ObHgatlons or any part t:heteof irrespective of whetber a recovay upQn lh.t same may have been 

barred by any s~.atuae of limitations. Tn tho ovent of any proeeodina by or apinst Ultra Escrow. or 

Guarantor under the provisionS oflbc Federal BaoknJptcy Code. or any other bankruptcy, 

insolvenoy or teQOivership proceed in& Guaranror expressly waives any right to seek extension of 

the obligations of this Guaranty under any provisions ofsu.ch C<:lde or any laws or rules 

applicable to IJly such proceedings, and hereby aarees that FDTC-R may proceed immediamly to 

coll~l wxy amounts or demaod immediale and strlct ~due uadcr the temts of1his 

Guaranty. 

2.t Nptfra. Except for any notice ~uirements expmsly statd in the Seu1ement 

Agreement. an notice$ and demands of e\1&')' kind and nature ate hereby waiv~ by Gua.rmtor.. If 

fDlC-R shall d8sire to give any notice or make any demand upon Glaraator. such aotic.c or 

demand may k liven or made by a writing_addressed tc the Ouantn10r and mailed postage 

prepaid to the last address of Guarantor known to FDlC-R, No suclt nolice shall operate to waive 

any rights ofFDlC-R. or~ ad~ t¢ eive any other notice. 

l.lG ~o Lou Commltgae!lt. Nodling comsined herein shall be oonstrw:d aa an 

underuking on the part ofPDfC.R. to maJce any loan or a.dVMCCS to t.Htra Escrow. 

1 .. 11 IAyeAtJgdg. Guaramm delivers this Guaranty based solely upon Ouamnlor's 

'indepcmdent investigation oftbe flnanclal condition of Ultra escrow and in no part upan any 

represeJlwion or ~of FDIC·R with respect tberetD. Guaranror is in a positbl to i!ld 

dot!S hereby assume t\lll.respomlblllty for obQli.ninj any additional intbtmatioo concem.ing Ultra 

Escrows fulaneial condition as the OtwanlOT may deem ll\ite.t'ial to i~ obligations hemmdert 

and Guartnto1 is not relying upon, Dor expecting FDIC·R to ftlmjsh, any infonnation in FDICR's pO&SeSsion conoeming U1tta Escrow's f1D811~ condilloo. FDIC-It md Guarantor agree that 

Guarantm hereby knowingly~ the foll rang= ofn~ en~ wilbln this Guaranty. 

Tbls Guaranty will be effeQtiove wMo. deliveted to IDlC-R without need for acoeptance or any 

other formality, 

2.1% Sw:g:usw.. This Ot1aranty shall be binding upon Guarantor, Guarantor's heirs,. 

personal representatives, ~~and wigns, and shAll .inure to FDTC-R 's benefit and 10 the 

benefit ofFDIC.R 's successors and assigns . 

.1.13 !ptt.gmtlqn; wmer. 1'his Guaranty ~ntains the sole and entire underst&ldln& 

and agreemeut of the parties and supersedes all prior nc;otiatioM and Wldentandings. This 
03/28/2013 14 : 28. 10548 01~/0 0 

(b )(6.) ..... . 

(b )(6) 

(b )(6 . .) .... 

Guaranty may oat be temdoe~ or otherwise amended1 changed or modified, .aor a wai \lei' by 

FDIC·R provit.ftd. except by a written in11lLII'nOlrt signed by FDIC.R. No wai"er~ OKproes a 

impJJed, by FDlCR of any defiult hereunder shill I be deemed a. waiver of any other ar 

succeeding default hereunder. 

· Z.l4 Jnt!rprttatipo. This Guaranty ao.d the rights and obliptiont of the FDIC-R and 

theOI.W'Il'ltor..herelllldef shall be $0¥emed and construed in aooardancewitb the lawsoflhe 

S1ate of CaUfomia. This Gulranty hu been submitted to the SQt\ltiny of aD parties .hereto and 

&hall be give4 a fair and reasonable mtecpsetatkln in ae¢ordaatee wltb the words hereot without 

consideration or weight bei"8 ~ven to its having been dra&d by any party bueto or t11Ch party's 

QOUI1$el. It is nor. the intent of the parties hereto ro violate any applkable laws, including, without 

limitation, any laws rc13tin.& to usury. If for any reason an)' provision of this Guaranty does 

violate any such laws or is not fully enfotwablt ill accordance with the te:m.s and provisions 

hereof, thls Guaranty shall be limited or construed to comply witb such laws and shall be 

onforeed to the full extent permitted by such laws. 

%. J 5 Rlpts Cum•latiif. 1he rights and remedies ofFDIC·R herein are cumulative 

and not ~elusive of any other rights or temedie!l available to FDIC·ll at 1a.w or in eqUity. 

This Ouaranry bas been excQlted and delivered. effective as of the ~ day ofMatch. 

2013. 

........................................... -. .............. .. 

···························································•··············· 

. .......................... (b)(6) 

. ..... -(b)(6)