SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

I. PARTIES: The parties to this Settlement Agreement ("Agreement") are Plaintiff 

FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for Downey Savings & Loan 

Association, F.A. ("FDIC") on the one hand, and Defendant IMPERIAL MORTGAGE 

SERVICES, INC. and MARK HELLER (collectively referred to as " Imperial"), on the other 

hand. The FDIC and IMPERIAL arc sometimes herein collec6vcly referred to as the "Parties." 

2. RECITALS: This Agreement is made with reference to the following facts: 

2. 1 Ccttain claims (the "'Claims") arose between the Parties concerning a 

residential loan (the "Loan") that was made by Downey Savings and Loan Association. F.A. to 

(b)( 4 ),{t:>)l ······························· I in or about January 2006 in the principal amount of $544,000 and secured 

(

6 ) by a deed of trust on real properly (the "Prope11y") located at I · · ·JRosev..ille.(l:>.)(4..),(b) 

California 95678. The Loan defaulted, resulting in a loss to Downey which the FDlC seeks to (

6 ) 

recover. 

2.2 The Claims subsequently became the subject of a Complaint 

("Complaint") entitled fDIC v. Wi!Jiams, ct al, Case No. 30-2008-00106791, filed in the Orange 

County Superior Court (the "Action") on May 16, 2008. 

2.3 Imperial was served with the Summons and Complaint in the Action. 

Mark Heller was and is a principal and the president of Imperial. 

2.4 The Parties have agreed to resolve the Claims being alleged by the FDIC 

against Imperial pursuant to the terms stated in this Agreement. 

2.5 By this Agreement, the Parties intend to settle and dispose of, fully and 

completely, any and all claims, demands, causes of action, obligations, damages, and liabilities 

that arise out of or relate to the Loan, the Property, the Action, and the Claims alleged therein by 

the FDIC against Imperial. 

3. NO ADMISSION RE MERITS OF CLAIMS: The Parties agree that nothing in 

this Agreement, and no performance under this Agreement, shall be construed as an admission 

by either Party of the validity or invalidity of the Claims alleged in the Action against Imperial. 

The Parties agree that this Agreement is entered into for the purpose of convenience and to 

compromise the disputed Claims alleged in the Action. 

4. SETTLEMENT TJ RMS : The Parties agree to the fol lowing settlement terms: 

4.1 Imperial shall pay to the FDIC the total amount of five-thousand dollars 

($5,000.00), as follows: (a) four-thousand dollars ($4,000.00) shall be paid to the FDIC within 

ten (10) days of the FDIC's execution of this Agreement, and (b) one-thousand dollars 

($1,000.00) shall be paid to the FDIC within sixty (60) days thereafter. The foregoing payments 

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE 
shall be made payable to the "Robertson + Thommarson, LLP Client Trust Account" for the 

benefit of the FDIC. 

4.2 Following the FDIC's receipt of good funds for all of the foregoing 

settlement payments, the FDJC sha ll fi le a dismissal with prejudice of Imperial from the Action. 

5. MUTUAL RELEASE: 

5. l In consideration of the Settlement terms as set forth in Paragraph 4 above, 

and all other promises, covenants and consideration provided for herein, the Parties agree that, 

except as to such righL<i or claims as may be created by this .t\grccmcot, they hereby covenant not 

to sue each other again on the Claims, and the Parties acknowledge full and complete satisfaction 

of, and hereby release, remise, and forever discharge each other, including their respective 

onicers, directors, affiliated companies, agents, servants, representatives, spouse, heirs, 

successors or predecessors in interest, assignees, attorneys, employees and contractors of and 

from any and all Claims, demands, counts, obligations, agreements, damages, li abilities, losses, 

costs and expenses of any kind, in Jaw or in equity, whether known or unknown, that either Party 

now holds, or has ever held against the other, that arise out of or arc in any way connected with, 

the Loan, the Property, the Action, and the Claims alleged in the Action. No release or 

settlement is made with respect to any claims arising out of or relating to any other loan or 

(b)(4t(!:.>.) transactio.n.--inv()lvinglmper aJ.,I -- -- I Downey Savings and Loan Association, or 

(

6 ) the FDIC. 

5.2. This Agreement shall be binding on the Parties and on their respective 

officers, directors, affiliated companies, agents, servants, representatives, spouse, heirs, 

successors or predecessors in interest, assignees, attorneys, employees and contractors and shall 

inure to the benefit of said Parties, and each of them. 

6. ATTORNEYS' FEES: In the event that any action is bro ught to enforce or 

interpret this Agreement, the prevailing party shall be entitled to an award of reasonable 

attorneys' fees in addition to any other relief to whic.h the prevailing party may be entitled. 

7. REPRESENTATIONS ANU WARRANTIES: The Parties represent, wan·ant, 

and agree as fo llows: 

7.1 Each of the Parties has received or had the opportunity to seck their own 

independent legal advice with respect to the advisability of executing this Agreement. The 

Parties acknowledge that they have executed this Agreement without fraud, duress, or undue 

influence. The Parties affirm that they have read this Agreement and understand the contents 

hereof. 

7.2 No Party, nor any agent or attorney of any Party, has made any statement, 

representation, or promise to any other Party regarding any facts which the Party has then relied 

upon in entering into this Agreement, and the Parties here each affinn that they have not relied 

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE 
(b)(6) 

upon any statement, representation or promise by any other Party, or of any agent or attorney for 

another Party, in executing this Agreement, or in making the settlement provided for herein, 

except as is expressly represented or promised in this Agreement. 

7.3 No ne of the Parties have heretofore assigned, transferred, or granted, or 

purported to assign, transfer, or grant, any of the Claims that arc alleged in the Action. 

7.4 Each Party agrees to execute any additional documents as reasonably 

convenient, necessary or desirable to carry out the provisions of this Agreement. 

8. MISCELLANEOUS: 

8.1 This Agreement shall be deemed to have been executed and delivered 

within the State of Califomia, and the rights and obligations of the Parties hereto shall be 

construed and enforced in accordance with, and governed by, the laws of the State of California. 

8.2 This Agreement constitutes a single, integrated written contract expressing 

the entire agreement of the Pat1ies. This Agreement may only be modified in a writing signed by 

all the Parties. This Agreement shall be interpreted in accordance with the plain meaning of its 

tem1s and not strictly for or against any of the Parties to this Agreement. 

8.3 The provisions of this Agreement are contractual and not mere recitals. 

The Agreement shall he considered severable, such that if any provision or part of the Agreement 

is ever held invalid under any law or ruling, that provision or part of the Agreement shall remain 

in Jorce and effect to the extent allowed by law, and all other provisions or parts shall remain in 

full force and effect. 

8.4 This Agreement may be executed in counterparts and shall be effective on 

the date (the "Effective Date") first executed by any one of the Parties hereto if so executed in 

counterparts. An authenticated copy of this Agreement can be used for any purpose for which the 

original may be used . 

.......................................................................................................................................... ..................................... 1- ' 2011 . ::> , >,f&S I> 

-- MARK HELLER 

DATED: . Y -;£) 

DAT ED: £?-/(;) 2011 -----··-········· .......... -.... -... ~-' ---········-·------ -

I~GE SERVICES, INC. 

By. L. ...... . . . . . .. (b)(~) 

It . . , - •••'" 

[Addilional Signarure on Next Page] 

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE 
DATED: 

-- _ _ _ ,2011 - --···· ---·- -- FEDERAL DEPOSIT INSURANCE 

CORPORATION as Receiver for 

Downey Savings & Loan Association, F.A. 

By: _ _ 

Its: _ __ _ ·---····- -

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE