(b)(2) 

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~ received ~IJ12b... no I » 

SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made and entered into D·(bJ 2) 

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

Bank, F.S.B., (the "FDIC"}, on the one hand and Financial Title Company, Inc. 

("Financial") on the other hand. The FDIC and Financial are referred to collectively as 

the "Parties." 

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

Deposit Insurance Corpora/ion as Receiver ofIndyMac Bank, F.S.B. v. Financial 

Title Co. in United States District Court, Central District of California, Case No. 

cv09-3128 ("Civil Acti_on"). 

B. 	 WHEREAS, Financial denies all liability for 1he claims alleged in the Civil 

A,ction; 

c; 	 WHEREAS, without admitting liability, the Parties desire to resolve the FDIC's 

claims, including, but not limited to, all issues raised in the Civil Action, and 

agree as follows: 

NOW, THEREFORE, IN CONSIDERATION OF THE ABOV:E PREMISES 

AND PROMISES AND AGREEMENTS CONTAINED HEREIN, 

IT IS. AGREED AS FOLLOWS: 

l. 	 Within twenty (20} days after approval by the bankruptcy court and the execution 

of this Agreement, Financial shall pay the sum ofsix hundred eighty one thousand 

two·hundred sixty five dollars ($681,265.00)by check made payable to the FDIC, 

in full settlement and compromise of the Civil Action, .and in release and 

discharge of any and all claims and causes of action arising out of the ten loans at 

issue in the Civil Action. This settlement is expressly conditioned on approval by 

the bankruptcy court. Financial shall submit this matter to the banluuptcy court 

for approval no later than 30 days after the execution of this Agreement; and shall 

keep the FDIC apprised of the status of all court proceedings relating to the 

approval of this Agreement. 

2. 	 Except as set forth herein, the Parties agree to waive costs and to bear their 

respective attorney's fees incurred in connection with the Civil Action. 

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

Dismissal with Prejudice of the Complaint against Financial. 

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

forever discharges Financial 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 

271471 
imd aU 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, attorney'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. The FDIC's pending claim against 

Financial arising out of the· Sadiki escrow no., ... ... Iis expres~ty (b)(4J 

excluded from this release. 	 · 

5. 	 Release of Unknown Claims. It is understood and agreed that 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 claims, demands, liabilities, actions or causes of 

action, as well as those which are now known, anticipated, suspected or disclos~d, 

as described in Paragraphs 4 and 5 above. The Releasing Parties are aware ofthe · 

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: 

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 SETTLMENT WITH THE DEBTOR. 

6. 	 All Parties to this Agreement are advised and acknowledge that 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 attorneys 

other than the attorneys 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 attorneys of their choice, including independent 

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

Agreement voluntarily with full knowledge of its significance as a final an~ 

binding settlement release of the claims described herein. 

7. 	 This Agreement shall not be construed as an admission by any party as to the 

truth or merit of any contention made regarding Financial's liability· for the 

FDIC's damages as stated and alleged in the Civil Action, and is executed solely 

to avoid the cost of litigation and as a compromise ofdisputed liabilities. 

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

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

interest in any claims which are the subject matter hereof. 

271411 	 2 
(b)(6) 

9. 	 This Agreement contains the entire agreement between the Parties hereto and 

constitutes the complete, final and exclusive 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 cxecute9 without reliance upon a·ny 

promise, warranty or repre~eniation by any party or any representative of any 

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

this Agreement, have been advised of its meaning and consequences by their 

respective attorneys, and sign the same of their own free will and without fraud, 

· duress, or undue influence."~ 

l0. 	 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 perfonned entirely within California. This Agreement 

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

State of Califontia. 

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. In the event that either party is required 

to bring a 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 shall be binding upon the parties and upon their respective 

representatives, attorneys, 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 shall 

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

13. 	 This Agreement was jointly drafted by the parties and the language of all parts of 

this Agreement shall in all cases be construed as a whole according to their 

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

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

which the other shall constitute the same instrument. 

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of 

the date set forth by their signature. 

Dated: July Z,z.,.. , 2010 By~l I· ~J~~h!K~DNUN~C~A~N.-------~ 

Authorized on behalf of The Federal Deposit 

Insurance Corporation, as receiver for IndyMac 

Bank, F.S.B. 

271471 	 3 
MORTGA~E RECOVERY GROUP LAW,OROUP 

(b)(6) 

~J I 

.MiCfiAELlL DELI31CK, attonwy 

for Plal1ttiffThe FederAl Deposil Jnstmmc!! 

Qqrporafi:on~ nsre,c·e'Jvedor.indyMa:c Bal)k, F~S.B. 

'f[A;YES SCOTT l30NINO ELLINGSON 

(b)(6) 

& MCLAY. U~P' 

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