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SETTLEMENT AGREEMENT AND 8El..:E;ASE 

This Settlement Agreement and Release ("Agreement"} 1s made and entered into 

by and between The Federal Deposit Insurance Corporation, as receiver for IndyMac 

Bank, F.S.B., {the "FDlC"), on the one hand and AUiance Title Company, Inc. 

("Alliance") on the other hand, (The FDIG and Alliance are referred to collectively as 

the "Parties.") 

A. WHEREAS, the FDIC filed a Complaint against Alliance entitled Federal 

Deposit Insurance Corporation v. Alliance Tirle Co., lnc. er al. in United States 

District Court, Central rnstrict of CaHfomia, Case No. cv09-2342 ("Civil 

Action"). 

B. WHEREAS, Alliance denies all liability for the claims alleged in the Civil 

Action; 

C. WHEREAS, without admiUlng liability, the Patties desire to resolve the FDlC's 

claims, including, but not limited to, all issues raised or could have been raised in 

the CiviJ Action, and agree as follows: 

NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE PREM[SES 

AND PROMISES AND AGREEMENTS CON'fAfNED HEREIN, 

l. 

2. 

3. 

4, 

IT IS AGREED AS FOLLOWS: 

Within twenty (20) days after approval by the bankruptcy court and the execution 

of this Agreement, Alliance shall pay the sum of two hundred fifteen thousand 

dollars ($215,000.00) by check made payable to the FDIC, in full settlement and 

compromise of the Clvil Action, and in release and di~harge of any and all 

claims and causes of action arising out of the six loans <1f issue in the Civil Action. 

This settlement is expressly conditioned on approval by the bankruptcy court. 

Alliance shall submit this matter to the bankruptcy court for approval no later than 

30 days after the execution of this Agreement, and shall keep lhe FDIC apprised 

of the status of .all court proceedings relating to the approva I of this Agreement. 

Except as set forth herein, the Parties agree to waiv~ costs and to bear their 

respective attorney's fees incurred in connection wi(h the Civil Action. 

Within five (5) days after receipt of payment, the FDIC shaJI file a Request for 

Dismissal with Prejudice of the Complaint against Alliance. 

Release by the FDIC, The FDIC1 as the Releasing Party, hereby releases and 

forever discharges Alliance and its tunent and fonner officers, directors, 

~mployees, agents, insurers, attorneys, subsidiaries, predecessors, related 

companies, parent companies, successors, assigns, and affiliates, of and from any 

and all claims, and demands of every kind and nature, in law, equity, or 
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otherwise, known and unknown, suspected and unsuspected, disclosed a11d 

undisclosed, for damages actual and consequential, auomey's fees and costs, past, 

present and future, arising out of or in any way related to the claims set forth or 

would have been made in the Civil Action. 

5. Release of Unknown Claims. It is un<lerntood and agreed !hat this is a full, 

complete and final general release of any and all claims described as aforesaid, 

and the Releasing Parties agree that it shall apply to all unknown, unanticipated, 

unsuspected and undisclosed ciaims, demands, liabilities, attions or causes of 

action, as well as those which are now known, anticipated, suspected or disclosed, 

as described in Paragraphs 4 and 5 above. The Releasfog Parties are aware of the 

contents of Section 1542 of the Civil Code of the State of California, and 

understand and agree that this section and the benefits thereof are hereby 

expressly waived. The provisions of Civil Code Section 1542 which reads as 

follows: 

6. 

1. 

9, 

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 T(MF. OF EXF:CUTING TH.E RELEASE, WHICH 

IF KNOWN BY HIM OR HER MUST HAVJi~ MATERIALLY AFFECTED 

HlS OR HER SETTLMENT WITH THE DEBTOR. 

AU Parties to ihis Agreement are advised and acknowledge th.at they have the 

right, prior to executing this document, to consult with attorneys of their choice as 

to this settlement, including the release of claims released herein, and as to the 

subject matter and other tenns of this Agreement, including independent aHomeys 

other than the attom-eys for the Parties herein. The Parties hereto agree that they 

have each read and understand this Agreement, that they have had sufficient 

opportunity to consult with altomeys of their choice, including independent 

attorneys, prior to executing this Agreement and that they enter into this 

Agreement volun1arily with full knowledge of its significance as a final and 

binding settlement release of the claims described herein. 

This Agteement shall not be construed as an admission by any party as to the 

truth or merit of any contention made regarding Alliance's liability for the FDIC's 

damages as stated and alleged in the Civil Action, and ls executed solely lo avoid 

the cost of litigation and as a compromise of disputed liabilities. 

The FDIC represents and warrants that it is the owner of the claims at issue as 

Receiver for IndyMac Bank, F.S.B., and has not assigned or otherwise transferred 

any intere~i in any claims which are the subject matter hereof. 

This Agreement contains the entire agreement between the Parties hereto and 

constitutes the complete, final and e>{dusive embodiment of their agreement with 

respect to the subject matter hereof. The tenns of this Agreement are contractual 

and not a mere recital. This Agreement is executed without reliance upon any 

2 
Page 3 

promise, warranty or representation by any party or any representative of any 

party other than those expressly contained herein. The Parties have carefully read 

this Ag_rccmenl, have been advtsed of its meaning and consequences by their 

respective attorneys, and sign the same of their own free will and withou1 fraud, 

duress, or undue iufluence. 

t 0. This Agreement shall be deemed to have been entered into and shall be construed 

and enforced in accordance with the laws of the State of California as applied to 

contracts made and to be performed entirely within California. This Agreement 

shall in all respecls be interpreted, enforced and governed under the laws of the 

State of California, 

11. The Parties agree to submit to the jurisdiction and venue of the United States 

District Court for the Central District of California, Western Division, ·to resolve 

any .disputes regarding this Agreement. ht the event that either party is required 

to bring u legal action to enforce any provisions of this Settlement Agreement and 

Release, the prevailing party shall be entitled to his reasonable attorney's fees and 

costs in pursuing such action. 

12. This Agreement shaH be binding upon the parties and upon their respective 

representatives. attomeys1 successors, and assignees, and shall inure to the benefit 

of all Parties, as well as to their administrators, representatives, executors, 

successors and assignees. The Parties warrant that the individuals who shalJ 

execute this Agreement on their behalf are dully authorized to do so. 

13. This Agreement -...vas jointly drafted hy the parties and the language of all parts of 

this Agreement shall in all cases be construed as a whole .acwrding 10 1heir 

meaning and not strictly for or against any of the parties. This Agreement may be 

executed in counterparts, each of which shall be detmed an original, but all of 

which the other shall constitute the same instmmcnt. 

IN WlTNESS WflEREOli', the undersigned have caused this Agreement to be signed as of 

the date set forth by their signature. 

(b )(e) ___ Da-te_d_: J-ul_y_'l,,_,z.. __ , 2_0_lO ______ B-y:---tj-----

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-J ..... p)C-:K .... S.,.....--D--UN_C..,..A....,.N,,....----

Authorized on behalf of The F~eral Deposit 

Insurance Corporalion, as receiver for IndyMac 

Ban.kl F,S.B. 
APPROVED AS TO FORM: 

Dated: July '" / , 2010 

Page 4 

MORTGAGE RECOVERY GROUP LAW GROUP 

By: ...... I I··-___ ___,(b)(e) 

MICHAEL H. DELBICK, attorney 

for Plaintiff The Federal Deposit Insurance 

Corporation, as receiver for JndyMac Bank, F.S.B. 

HA YES SCOTT BONrNO ELLfNGSON 

&MCLAY,LLP 

.. ···....._, 

(b )(6) ....................... /}''4~sF·---------,--------+-----

Datcd: Jmy _ ;2(,, , 20 l O 

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