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SETTLEMENT AGREEMENT AND RELEASE 

THIS SEffi.EME:NT AGREEMENT AND RELEASE {''Settlement Agreement" or 

"Agreement") is entered into on this date by TilE FEDERAL DEPOSIT INSGRANCE ~ 

CORPORATION, asroocivcr for DOWNEY SAVINGS A.'to,fD LOAN ASSOCIATION (hcreinall.cr L___j 

referred to as the "FDIC"), and KEVIl\' LAWRENCE (hcrcinafu.1r referred to as "Defendant" or 

"I .awrence"). The FDIC and Lawrence hereinafler are referred to jointly a.o:; the "Parties." 

RECJTALS 

A WHEREAS, on July 3, 2008, the FDIC's predecessor in interest, Downey Saving$ 

and Loan Association, filed a Complaint for breach of contract, negligence, fraud, and other counts 

which is currently pending in the Superior Court of the State of California, County of Orange, Case . 

~o. 30-2008-001 08&73 (the "Action"), alleging that it sustained damages as a result of the actions 

and omissi1ms of I ..av.-rcncc in his pcrfonnancc of an appraisal (the "Appraisal") of real property 

located at 3592 Coral Haven Court, Perris, California. The exact fonn and substance ofthc FDIC's 

allegations arc set forth in the complaint (the "Complaint") on file in th~ Action, and I .awr1.1ncc 

denies them in their entirety; and 

B. WHEREAS. on or about September 2, 2008, Lawrence filed a cross-complaint (the 

.. Cross-complaint'") for indemnity in the Action against Lenny Peclmer, Nations First Lending, Inc., 

Oluwaseye Osinfolarin, and Oluwaremi Osinfolarin~ and 

C. WHEREAS, the Parties hereto each rccogni7..ethat furthm- litigation among . 

themselves will require substantial time, effort and expense; and 

D. WHEREAS, the Parties hL'reto wish to resolve all claims, disputes and complaints 

\\<ilich may have arisen among them, and wish to reduce to writing the tenns of their agreement and 

release; 

NOW, THEREfORE, in consideration oftlte foregoing, tl1e parties agree as follows: 

1. . ML:TUAL RELEASE A."lD DISCHARGE 

In consideration of the obligations undertaken by the parties herein, the FDIC and Lawrence 

hereby completely and mutually release and forever discharge each other, and their present and 

future officers, directors, stockholders, attorneys, agentc;, servants, representatives, employees, parent 

companies, subsidiaries, affiliates, partners, predecessors and succc.~o;ors in interest, insurers, and 
SETJLEMENT AGREEME\T M"D RELEASE 

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assigns and all other persons, finns, or corporations with whom any of the lonncr have been, arc 

now or may hcrcallcr he affiliated, of and from any and all past. present or future claims, demands. 

obligations, actions, causes of action, wrongful death claims; damages, cost'>, los.<~cs of services, 

expenses and compensation of any nature whatsoever, whether based on a tort, contract or other 

theory of recovery, which either party now has, or which may hereafter acc..rue or otherwise be 

acquired, either peroonally or in a representative capacity, on account of: relating to, or in any way 

arising out ofthe Appraisal. or which are the subject of the Action. including, without limitation, 

any and all kno\\'11 or unkno"Wn claims for injury or damage to persons or property of any kind 

whatsoever, or which have resulted or may result from the alleged acts or omission<> of the other, 

whether alleged in the Complaint, or otherwise, lbr which either party has or may a<:scrt any claim or 

c-ause of action at any time prior to the execution of this Sctllcm«..'nt Agreement. This Rclca.'>c ~;hall 

he a fully binding and complete settlement hctwccn the FDIC and I .awrcncc, their assigns and 

successors, save only the executory provisions of this Settlement Agreement. 

2. CONSIDERA'flON 

In consideration of the mutual releases set forth above, the FDIC and Lawrence 

hereby agree as follows: 

a. Lawrence shall pay the sum of five· thousand dollarn ($5,000.00) to the FDJC within 

ten (1 0) days of the FDIC's execution ofthis 1\grccrrJCnt. Said payment shall be 

made via check made payable to the .. federal Deposit Insurance Corporation" and 

delivered to the FDIC's counsel of record in the Action. 

h. Upon clearance of the settlement draft rcfL-rcnood in subparagraph "a" ahovc,lhc 

FDIC shnll diml.iss its Complaint against Lawrence with prejudice, and a conformed 

copy of the FDIC's request for dismissal shall be provided to Lawrence's counsel of 

record in the Action. The foregoing dismissal with prejudice will be as to Lawrence 

only and shall not affect the fDIC's claims against any other parties to too Action. 

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c. Following his counsel's receipt ofthc conformed request for dismissal referenced in 

subparagraph "b" above, La~cnce shall dismiss his Cross-complaint in the Action 

without prejudice. 

3. AT'fOR.~EYS' FEES 

Each of the Parties hereto shall bear his, her or its own attorneys' fees and costs 

arising in connection with the Action, this Settlement Agreement and any of the matters and 

documents referred to herein, and all related matters, except as identified ·in paragraph 7 below. 

The Parties hereby acknowledge and agree that the Releases set forth in Paragraph 1 

arc general releases and further expressly waive and assume the risk of any and all claims for 

damages which exist a..; of this date, but of which either party docs not know or suspect to exist, 

whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would 

materially affect their dedsion to enter into this Settlement Agreement. Specifically, each of the 

Parties expressly waives any and all rights under Se'-1ion 1542 of the California Civil Code, which 

provides as follows: 

A GENERAL RELEASE DOES NOT EXTE.:\"D TO CLAL\-IS WlllCII TilE 

CREDITOR DORS NOT KNOW OR SUSPECT TO F..XIST 11\" IIIS OR IIF..R 

FAVOR AT TilE TIMF.. OF EXECUTING THE REUO:ASE. WfllCII IF 

KNOWN BY HIM OR HF.R MUST HA VI•~ MATERIALLY AFFI~CfRD HIS 

OR IIER SETTLI~MJ<:NT WITH THI~ I>EBTOR. 

The Parties further agree to accept the perfonnancos specified herein as a complete 

compromise of matters involving disputed issues oflaw and fact and assume tbe risk that the facts or 

law may be otherwise than they may believe. It is understood and agreed by the Parties that this 

settlement is a compromise of doubtfill and disputed claims, and that nothing herein is to be 

constmed as an admission ofliability on the part of any party. 

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5. WARRANTY OF CAPACITY TO EXECUTE AGRF.EME~T 

The FDIC and Lawrence each represent and warrant that no other person or entity 

has or has had any interest in the claim);, demand.,, obligations, or caus..::s of action referred to in this 

Settlement Agreement, except as otherwise set forth herein, and that each of them has the sole right 

and exdusive authority to execute this Settlement Agreement and receive the sums specified in it, 

and that each of them has not sold, assigned, transferred. conveyed or otherwise disposed of any of 

the claims, demands, obligations, or causes of action referred to in this Settlement Agreement. 

6. ENTIRE AGREEMENT A"ND SUCCESSORS II'\ INTEREST 

This Settlement Agreement contains the entire agreement between the Parties with 

regard to the matt~:."TS set forth herein and shall he binding upon and inure to the benefit of the 

executors, administrators, personal rcprcscntalivcs, heirs, successors and assigns of each. 

7. SlJBS:EQUJ<:NT ATTORNEYS' F}I~'ES 

(a) In the event that any party should bring any action, suit, or other proceeding 

against another party, contesting the validity of this Agreement, or atlempting to rescind, negate, 

modify or refonn this Agreement, any of the terms or provisions hereof, or any of the matters 

referred to herein, the non-prevailing party shall pay to the prevailing party aU of such party's actual 

attorneys' fees incurred in each and every such action, suit, or other proceeding, including any and 

all appeals or petitions therefrom. 

(b) In the event that any aL1ion, suit or othL't pr01.-ccding is instituted to remedy, 

prevent or obtain relief from a breach of this Scltlcmcnt Agreement, or arising Qul of a breach ofthis 

Agreement, the prevailing party shall recover all of such part:;'s attorneys' fees incurred in each and 

every such action, suit, or other proceeding, including any ;md all ap~tls or petition therefrom. 

(c) As used herein, attorneys' tees shall be deemed to mean the full and actual 

cost of any legal services acttially perfonned in connection with the matters involved, calculated on 

the basis of the usual fees charged by the attorneys performing such services and shall not be limited 

to "reasonable attorneys' fees" as defined in any statute, ca.c;c or rule of court. 

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SETTLEMThlT AGREEMB\'T AND RELEASE 

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8. INTEGRATION 

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This Settlement Agreement constitutes a single, integrated written agreement 

expressing the entire agreement of the Parties hereto relative to the subject matter hereof. No 

covenants, agreements, representations or warranties of any kind have been made by any persons 

hereto, except as specifically set forth in this Settlement Agreement. All prior discussions and 

negotiations have been, and are, merged and integrated into, and are superseded by, this Settlement 

Agreement. 

9. SEVERABILITY 

In the event that any provision of this Settlement Agreement should be held to be 

void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and cffCc..1. 

10. EXECUTION IN COUNTERPARTS 

lbis Settlement Agreement may be executed and delivered in two or more 

<.:ounterparts, each of which when so executed and delivered shall be an original, but such 

counterparts together shall constitute but one and the same instrument. 

11. SIJRVIVAL OF WARRANTIES AND REPRESEI\1' ATIONS 

The w:arranties and representations of this Settlement Agreement are deemed to 

survive the clooing hereof. 

12. MATERIAUTY OF ALL TERMS 

The Parties expressly acknowledge and agree that each and every term and condition 

ofthis Settlement Agreement is a material part of their agreement, and constitutes a material part of 

the bargained-for consideration which has induced the FDIC and I.awrcnce to enter into this 

Agreement. 

13. REPR.ESEN'fATION OF COMPREHENSION OF DOCUMENT 

In entering into this Settlement Agreement, the FDIC and Lawrence represent that 

they have had the opportunity to rely upon the legal advice of their attorneys, who arc the attorneys 

of their o"'n choice and that they have had the opportunity to have the tcnns of this Settlement 

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1\.grc<..mcnt completely read and explained to them by their attorneys, and that those terms arc fully 

undcrsto{)d and voluntarily accepted. 

14. NOTICJ<:S 

All notices required hereunder, if any, shall be given in writing to each party in care 

of hislher/its undersigned counsel or upon parties without counsel. The provisions of California 

Code of Civil Procedure section 1013 are incorporated herein and shall apply to all such notices. 

, The parties agree that notices given pursuant to this Settlement Agreement may be served by 

facsimile transmission as described in Code of Civil Procedure flection 1013(c). 

15. C'..OVERNING J,AW 

This Scttlcm{..'Tlt Agrc;,"mcnt shall be constmcd and interpreted in accordance with the 

laws of the State of California. 

16. ADDITIONAl, I>OCIJMJ<:NTS 

All Parties agree to cooperate fully and execute any ;md all supplementary 

documents and to take all additional actions which may be necessary or appropriate to give full 

force and effect to the basic tenns and intent of this Settlement Agreement. 

17. EFFECTIVENESS 

This Settlement Agreement shall become effective following execution by the 

persons designated hercallcr. 

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SETTLEMENT AGREEMENT AND RELEASE 

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CAUTION: BY YOIJ'R SIGNATURE HEREAFTER, YOU 

ACKNOWJ,Jm(;E YOU HAVE RI<:AD AND CONSENT TO ALL ·n:RMS CONTAIN 1m 

IN THIS SEVEN-PAGE, SIWENTJU·~N-PARAGRAPH SET'fl,EMJ<:NT A<mEEMENT. 

Dated: _____ ,, 2009 

KEVIN LAWRENCE 

THE FEDERAL DEPOSIT INSURANCE 

CORPORATION 

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