SEITLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made and entered into by and 

between The Federal Deposit Insurance Corporation, as receiver for IndyMac Bank, F.S.B., 

("FDIC" or ''Plaintiff''), on the one hand and Fidelity National Title Insurance Company 

("Fidelity" or "Defendant'') on the other hand. The FDIC and Fidelity are referred to collectively 

as the "Parties.'' 

BECITALS 

A. WHEREAS, the FDIC filed a Complaint against Fidelity and others entitled 

Federal Deposit Insurance Corpora/ion as Receiver of IndyMac Bank, F.S.B. v. Fidelity 

National Title l'!surance Company, et. a/., in United States District Court, Central District of 

California, Case No. 8: 1O*cv-00627-DOC(AN) (the "Action''). 

B. WHEREAS, Fidelity denies all liability for the claims alleged in the Action; 

C. WHEREAS, without admitting liability, the Parties desire to resolve the FDIC's 

claims against Fidelity, including, but not limited to, all issues raised by the FDIC against 

Fidelity in the Action, and agree as follows: 

AGREEMENT AND MUTUAL RELEASE 

NOW, THEREFORE, in consideration of the undertakings contained in this agreement, 

and other good, valuable and sufficient consideration, the sufficiency of which is hereby 

acknowledged, the Parties agree as follows: 

1. Preamble. Recitals and Exhibits. The foregoing preamble and recitals are true and 

correct and are integral parts of this agreement. 

2. Settlement Payment by Fidelity to FDIC. No later than thirty (30) business days 

following full execution of this Agreement, Defendant Fidelity shall pay Plaintiff the amount of 
Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00). 'This settlement payment 

shall be made by wiring the funds to "Mortgage Recovery Law Group Client Trust Account," 

(b)(4) (b)(4) 

-nAccount Number:! IRouting Number~ [Reference: Fidelity Settlement; 

The Parties agree that timely receipt of the Settlement Payment is an essential tenn of this 

agreement, and a condition to the effectiveness ofthis agreement. 

3. Dismissal of the Action. Together with the execution of this agreement, counsel 

for Plaintiff and Defendant shall execute a Stipulation of Dismissal of the Action against 

Fidelity, with prejudice. Upon the receipt and clearing of the Settlement Payment, so that good 

and clear funds in the amount agreed to herein are actually received by Plaintiff, counsel for 

Plaintiff shall file the executed Stipulation of Dismissal with the Court. 

4. Court to Retain Jyrisdiction. The Parties agree that the Court shall have 

continuing jurisdiction to enforce the provisions of this Agreement to the fullest extent permitted 

by law. 

5. Release by Plaintiff. The FDIC hereby releases and forever discharges Fidelity 

and its current and fonner employees, agents, sureties, bonding companies, insurers, attorneys, 

companies, successors, assigns and affiliates, of and from any and all claims, and demands of 

every kind and nature, in law, equity or otherwise, known and unknown, suspected and 

u1_15uspected, disclosed and undisclosed, for damages actual and consequential, attorneys' fees 

and costs, past, present and future, arising out of the claims or causes of action set forth in the 

Action, and/or relating to the facts, occurrences and transactions alleged in the Action. 

6. Release by Defendant. Defendant hereby releases and forever discharges Plaintiff 

and its current and former officers, directors, employees, 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 otherwise, 

known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual 

and consequential, attorneys' fees and costs, past, present and future, arising out of the claims set 

forth in the Action. 

7. Waiver of Civil Code §1542. To the extent applicable to the special releases 

con1ained in this Agreement, the parties, and each of them, hereby waive the provisions of 

California Civil Code §1542. That section provides: 

"A general release does not extend to claims which the creditor dQes 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. 

8. Defengant's Third Partv Complaint. The Parties do not intend for either this 

Agreement or the Stipulation of Dismissal to affect the allegations set forth in the Third ·party 

Complaint filed by Defendant in the Action. Neither this Agreement nor the Stipulation of 

Dismissal shall release any of the individuals and entities listed in Defendant's Third Party 

Complaint (KFGI, Inc., Max Kay, Hamid Khorramnezhad, and Amin Razi). 

9. No Admission of Liability. Plaintiff acknowledges that this agreement does not 

constitute an admission by Defendant as to the merits of any claim that the FDIC or its 

predecessors in interest, including IndyMac, has asserted, or could have asserted, in the Action 

and that Defendant has denied and continues to deny that he bas any liability to Plaintiff as 

alleged in the Action. Likewise, Defendant acknowledges that this agreement does not constitute 

an admission by Plaintiff that any asserted claim is or was in any way lacking in merit, and 

Defendant also acknowledges that this agreement does not constitute an admission by Plaintiff as 

to the merits of any claim that Defendant has asserted, or could have asserted, in the Action. 

Nevertheless, Plaintiff and Defendant have concluded that continued litigation would be 
expensive and protracted and that it is desirable that the Action be settled fully and finally as 

between Plaintiff and Defendant in the manner and upon the terms and conditions set forth in this 

agreement. 

10. Reurs;~entations and Warranties. The Parties represent and warrant to and agree 

with each other as follows: 

a. 	 Plaintiff and Defendant have received independent legal advice from attorneys of 

their choice with respect to the advisability of entering into this Agreement and of 

giving the releases provided herein. 

b. 	 In connection with the execution of this Agreement and the making of the 

settlement provided for herein, no Party to this Agreement has relied upon any 

statement, representation or promise of any other Party not expressly contained 

herein. 

c. 	 This Agreement is fully integrated and contains the entire agreement ofthe Parties 

hereto. There are no agreements or wtderstandings between the Parties hereto 

relating to the matters and releases referred to in this Agreement other than as set 

forth in this Agreement, and this Agreement supersedes and replaces any and all 

prior negotiations and agreements between the Parties hereto, whether written or 

oral. 

d. 	 Plaintiff and Defendant have made such investigation of the facts pertaining to the 

releases contained herein as they deem necessary. 

e. 	 The terms of this Agreement are contractual and are the result of negotiation 

among the Parties. Bach Party has cooperated in the tlrafting and preparation of 

this Agreement. Hence, in any construction to be made of this Agreement, the 
role of the Party in drafting and preparation of the Agreement shall not be referred 

to 	in order to construe the Agreement against that Party, and that canon of 

contractual interpretation shall not be applied. 

f. 	 This Agreement has been carefully read by each of the Parties and the contents 

thereof are known and understood by each of the Parties. This Agreement is 

signed freely by each Party executing it. 

g. 	 The Parties have not assigned or transferred any of their claims being released 

herein. 

11. Consideration. The consideration received in connection with this Agreement is 

fair, adequate and substantial and consists only of the tenns set forth in this Agreement. 

12. Modifications. This Agreement may not be amended, canceled, revoked or 

otherwise modified except by written agreement subscribed by all of the Parties to be charged 

with such modification. 

13. Agrwnent Binding on Successors and Assigns. This Agreement shall be binding 

upon, and shall inure to the benefit of, the Parties hereto and their respective officers, directors, 

joint ventmers, partners, employees, agents, servants, heirs, administrators, executors, 

successors, representatives and assigns. 

14. Applicable Law. This Agreement has been negotiated and exchanged in the State 

of California. As such, this Agreement and all matters relating thereto shall be governed by the 

laws of the State of California without regard to its principles of conflicts of law. In addition, in 

the event of any disputes arising between the Parties out of this Agreement, the Parties agree that 

the exclusive venue in which all disputes shall be resolved shall be by way of an action flied in 

the United States District Court for the Central District of California. 
15. Execution and Delivery Required- Effective Date. This instrument shall not be 

considered to be the Agreement (defined above) or an enforceable contract, nor shall it create 

any obligation whatsoever on the part of any or all of the Parties, nor shall it or any of its terms 

constitute an undertaking by any of the Parties unless and until the date on which counterparts of 

it have been signed by and e:?tchanged amongst all Parties (via facsimile, e-mail or otherwise) 

(the "Effective Date"). Until the Effective Date, any Party who may already have signed and 

exchanged one or more counterparts of this agreement with other Parties shall have the right to 

revoke such signature. On the Effective Date, this instrument shall become the Agreement and 

shall become a binding and enforceable contract. 

16. Counterparts. This Agreement may be executed in one or more counterparts, each 

of which when executed and delivered shall be an original, and aU of which when executed shall 

constitute one and the same instrument. Signatures on this Agreement, or any counterpart of this 

Agreement, transmitted by facsimile machine or electronic mail in .pdf format shall have the 

same force and effect as original signatures. 

17. Construction. Each of the masculine, feminine and neuter genders shall include 

the others. The singular shall include the plural and vice-versa. 

18. Severability, In the event any provision of this Agreement shall be held to be 

void, voidable or unenforceable, the remaining provisions shall remain in full force and effect. 

19. Warranty of Authority. Each Party or attorney whose signature is affixed hereto 

in a representative capacity represents and warrant<> that he or she is authorized to execute this 

agreement on behalf of and to bind the entity on whose behalf his or her signature is affixed and 

that he or she is acting in the scope of such agency and authority. Each Party specifically 
represents and warrants that no signatures other than those made on this Agreement are 

necessary to bind the Parties to all ofthe obligations imposed by the Agreement. 

20. Attorneys' Fees and Costs. Plaintiff and Defendant each agree to pay their own 

costs, attorneys' fees and expenses incurred in connection with the Action. 

21. Captions and Headings. The captions, paragraph numbers and paragraph 

headings appearing in this Agreement are inserted only as a matter of convenience and in no way 

define, limit, construe or describe the scope or intent of this agreement, nor in any way affect this 

Agreement. 

22. Notices. Any notice required under this Agreement shall be in writing and shall 

be sent via both e-mail and either by (i) hand delivery or certified or registered mail, postage 

prepaid, with return receipt requested, or (ii) fax, with a conformed copy by US Mail, postage 

prepaid, and with such writing to be addressed to the Parties as follows: 

Person To Receive Notice Notification Information 

-­

-

-~-

Defendant: Fidelity National Title Insurance Company 

c/o John Rygh, Esq. 

915 Wilshire Boulevard, Suite2100 

Los Angeles1 California 90017 

~el. ~C -_-_ 7=1 -----

Ematl. - _ ________ 

With a copy to: Gregory A. Dawley, Esq. 

Fidelity National Law Group 

915 Wilshire Boulevard. Suitc2100 

Los pnn.al..o r.AiifnmiA Qri017 

Tel. No] --------··----~ -­ -· - ----­ ---

Emaill -l ·­ Plaintiff: Dana Clausen 

Mortgage Recovery Law Group. LLP 

700 North Brand Boulevard, Suite 830 

Los Angeles California 91203 ----­ -­ -­ -­ Tel. No.~ I ---­ ·-·--­

Email:j ----­ ·---­ ----­

--~-·

(b}(4),(b)(6) 

-- (b)(4),{b)(6) 

(b)(6) 

(b)(6) 

(b){4),(b)(6) 

<lif(4),(o)(6l 
Person To Receive Notice Notification Information 


With a copy to: 
 Maurice Wainer 

Snipper Wainer & Markoff 

270 N. Canon Drive, Penthouse 

Beverly Hills California y210 Tel.N~ (b)(4),(b)(6) ---- --------- - .. - - ·-- -­ -

Email:_- (b)(4),(b)(6) -- ---- - _ -1 ·-­ ­

The above addresses may be changed by any Party as to such Party by providing the other 

Parties notice of any address change in the same manner as is provided above, and which change 

shall be effective as to any Party upon receipt ofwritten notice from the other Party. In the event 

that written notice, demand, or request is made as provided in this paragraph, that writing shall 

be deemed to have been received by the Party to whom it was addressed on the earliest of (i) the 

date that the notice was hand delivered, (ii) the date the notice was sent via facsimile (so long as 

a facsimile transmittal confinnation sheet is contemporaneously generated by the facsimile 

machine from which the transmission occurred), or (iii) three days after properly addressed 

notice was deposited with the U.S. Postal Service, applicable postage prepaid. 

23. Remedies. All Parties shall be entitled to all remedies available at law or in 

equity for any violation of this Agreement, including, but not limited to the remedy of specific 

performance. 

24. Further Assurances. The Parties shall execute such other documents as may be 

reasonably necessary to carry out the lenns and conditions ofthis Agreement. 

25. Survival. All warranties, representations, covenants, and agreements set forth 

herein shall survive the Effective Date. 

26. Compliance Dates. In the event that any date specified in this Agreement shall be 

on a Saturday, Sunday, or a nationally-declared holiday, then the date so specified shall be 
deemed to be the next business day following such date, and compliance by such business day 

hereunder shall not be deemed a default by either of the Parties Wlder this Agreement. 

27. ~. The waiver by one Party of the perfonnance of any covenant or 

condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by 

such Party of any other covenant or condition or of any later instance of the previously waived 

covenant or condition. The waiver by any Parties of the time for performing any act shall not 

constitute a waiver at the time for performing any other act or an identical act required to be 

performed at a later time. 

28. Jury Trial Waiver. The Parties hereby waive any and all rights that they may 

otherwise have to a trial by juzy in any action, proceeding, claim, counterclaim or third party 

complaint, whether in contract or tort, at law or in equity, arising out ofor in any way related to 

this Agreement. 

29. Entire Agreement. This Agreement contains the complete agreement of the 

Parties concerning the subjects of this agreement and supersedes all prior drafts ofthis Agreement 

and all other prior agreements, promises, acknowledgements, representations and warranties, if 

any, that may have been made between or among the Parties concerning that subject of this 

agreement, whether in connection with the negotiation of this agreement or otherwise. This 

agreement has been the product of negotiation. The Parties have had the opportunity to obtain 

independent advice from cotmsel. Prior draft documents were prepared, exchanged and 

discussed by some or all of the Parties before finally reaching and entering into this agreement. 

In any riumber of instances, words used in prior drafts may have been changed or removed from 

the language ultimately agreed to in this Agreement. [n the event of a dispute over the meaning 

of any of the provisions or requirements of this Agreement, the fact that other words may have 
, 


been used or deleted :from earlier draft docwnents or provisions in such draft documents that 

were modified before being included herein, shall not be used to aid in the construction of the 

meaning and legal effect of this Agreement. This Agreement may not be modified or changed 

except by a written instru~ent executed by an of the Parties and no rights under it may be 

waived except by a writing signed by the waiving Party. No 'promises, representations, 

warrantieS, agreements or other understandings exist between the parties with respect to the 

subject matter ofthis agreement, and this agreement supersedes and discharges any and ;ul prior 

promises, acknowledgements, representations, warranties. agreements or other understandings 

that existed or may have existed between the Parties. . 

(b)(6) 

·-· - ·- DatetFSeptember ~.26tT B~'-,--,.--__-J..-...1 

)6cK S. DUNCAN · 

Authorized on behalf of The Federal Deposit 

Insunmce Corporation, as receiver for IndyMac 

(b)(6) 

-------- -------- --- ---,·;"\·-----------·· 

Dated: September .se__, 2011 UBJ ::~:;,~, I I 

Assistant Vice President 

Claims Counsel 

Authorized on behalf of Fidelity National Title 

Insurance Company. 
APPROVED AS TO FORM: 

(b)(6) 

··~.~U,)2011 

(b)(6) 

--- ---~~<-z-.-- ...... Dated~ 2\ 2011 

MORTGAGE RECOVERY LAW GROUP, LLP 


J. CLAUSEN, attomcy 

Plaintiff the Federal Deposit Insurance 

Corporation, as Receiver for lndyMac Bank, 

F.S.B. 

FIDELITYNATIONAL LAW GROUP