4.9 Number. Whenever applicable, the singular shall include the plural, and
the plural shall include the singular.

410 Counterparts/Execution. This Settlement Agreement may be executed
in one or more counterparts, all of which shall form a single agreement. A Party's
signature on this Settlement Agreement by facsimile or e-mail shall be valid and effective
for all purposes as an original signature, provided, however, that the original signature
shall be produced upon request.

4.11 Waiver. No term or condition of this Settlement Agreement shall be
deemed to have been waived, nor shall there be an estoppel against the enforcement of
any provision of this Settlement Agreement, except by written instruments signed by the
Party charged with the waiver or estoppel. No written waiver shall be deemed a
continuing waiver unless specifically stated therein, and the written waiver shall operate
only as to the specific term or condition waived, and not for the future or as to any other
act than that specifically waived,

4.12 Headings. The headings of paragraphs herein are intended solely for the
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Settlement Agreement.

4.13 Subsequent Agreements. The Parties agree that, upon the reasonable
request of the other Party, they shall execute, acknowledge, and deliver any additional
instruments or documents that may reasonably be required to carry out the intentions of
this Settlement Agreement, including such instruments as may be required by the laws of
any jurisdiction, now in effect or hereinafter enacted, that may affect the rights of the
Parties as between themselves or others with respect to their rights and obligations
created by this Settlement Agreement.

414 Entire Agreement. The Parties hereto further agree and promise that this
Settlement Agreement sets forth the entire agreement between and among the Parties and
fully supersedes any and all prior negotiations, agreements or understandings made
between or among the Parties. This Settlement Agreement shall not be modified except
in a writing signed by the Parties or their authorized representatives.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties
have executed this Settlement Agreement as of the date set forth in the opening paragraph
of this Settlement Agreement.

SETTLEMENT AGREEMENT Page Sof


APPROVED AS TO FORM
DATED: September __, 2012

DATED: September, 2012

APPROVED AS TO FORM
DATED: September /7, 2012

DATED: September \%, 2012

Alborg, Velluva & Martin, LLP

By:

Darrell Martin

Attorney for Defendant PLACER TITLE COMPANY

Placer Title Company

By:

Signature

Type/Print Name and Title

MORTGAGE RECOVERY LAW GROUP LLP

By:

Paul Levin
Aitorneys for Plaintiff FEDERAL DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, FS.B.

PEDERAL DEPOSIT INSURANCE.
CORPORATION, as Receiver for INDYMAC
BANK, F.8.B.

(b)6)

By:

Signature

Rickaed S.GANb 4 Coy wse|

Type/Print Name and Tide

SETTLEMENT AGREEMENT Page 6 of 6


Department of Justice or the United States Attorney's Office in any federal judicial
district,

4. MISCELLANEOUS

4.1 Conditions of Execution. Each Party acknowledges and warrants that its
execution of this Settlement Agreement is free and voluntary.

4.2 No Admission. It is agreed that no Party hereto admits liability or
wrongdoing of any nature, and that this Settlement Agreement is made as a compromise
of disputed claims.

4.3 Fair Meaning. The Parties hereto further agree that the language of all
parts of this Settlement Agreement shall in all cases be construed as a whole, according to
its fair meaning, and not strictly for or against any of the Parties

44 Governing Law. The Parties agree to submit to the court of the United
States District Court for the Eastern District of California, for any dispute arising out of
this Settlement Agreement, or related thereto, and consent to the jurisdiction of said court
and further agree that any and all matters of dispute shall be adjudicated, governed and
controlled nader California law.

45 — Attorneys Fees and Costs. Should any action be commenced to enforce,
interpret, or seck damages, injunctive relief, or specific performance for violation of this
Settlement Agreement, the prevailing party shall, in addition fo any other available relief,
be entitled to an award of reasonable attorney's fees and litigation expenses incurred in
the prosecution or defense of the action, including any appeal,

46 Severability. The Parties hereto agree that if any provision of this
Settlernent Agreement is declared by ary court to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby, and such illegal or
invalid part, term or provision shall be deemed not to be part of this Settlement
Agreement.

4.7 Binding Effect. This Settlement Agreement shall o¢ binding upon and
inure to the benefit of the Parties and their respective heirs, personal representatives,
successors, and assigns.

4.8 Review and Understanding. The Parties have entered into this
Settlement Agreement voluntarily, having fully read and fully understood the meaning
and effect of all of its terms and provisions, and fully understanding its and their costs
and risks. Each of the Parties has consulted with legal counsel concerning this Setilement
Agreement and has conducted such inquiry as they deem necessary and advisable prior to
entering into this Settlement Agreement. The Parties enter into this Settlement
Agreement understanding that facts or other circumstances may exist which are presently
unknown or undisclosed, or which are different from or other than those which they
believe to be the case, and the Parties yoluntarily assume all risks attendant to such
unknown, undisclosed, different, or additional facts or other circumstances.

SETTLEMENT AGREEMENT Page 4 of 6


APPROVED AS TO FORM
DATED: September (4, 2012

(b)(6)

DATED: September. 2612

APPROVED AS TO FORM
DATED: September. 2012

DATED: September. 2012

Alborg, Veiluva & Martin, LLP

(B68)

By

Darrell Martin }cy(6)
Atiomey for Defendant PLACER TITLE COMPANY

Placer Tithe Company

By:

Signature

Type/Print Name and Title

MORTGAGE RECOVERY LAW GROUP LLP

By:

Paul Levin
Attorneys for Plaintiff FEDERAL DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, F.S.B.

FEDERAL. DEPOSIT INSURANCE
CORPORATION, as Receiver for INDYMAC
BANK, E.S.B.

By:

Signature

Type/Print Name and Title

SETTLEMENT AGREEMENT Page Gof 6


SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is entered
into and made effective as of the 19° day of September 2012 (“Effective Date”), by and
between FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, F.S.B. CFDIC-R”) and PLACER TITLE COMPANY (PLACER").
The FDIC-R and PLACER may hereinafter be referred to individually as a “Party” or
collectively as the “Parties”.

1 RECITALS

Li On or about July 7, 2011, the FDIC-R filed a lawsuit entitled FEDERAL
DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR INDYMAC BANK,
F.8.B. v. PLACER TITLE COMPANY, et. ai., in the United States District Court for the
Eastern District of California Case No. 2:1 1-at-00953 (hereinafter “Action”). The FDIC-
R sought damages from PLACER arising out of mortgage loans that IndyMac Bank,

(b)(4),(b) E.8.B. (“IndyMac”) had issued.to[

6 (the “Loans”). The Action included claims for breach of contract and negligent
misrepresentation, In its answer, PLACER denied it was liable to the FDIC-R for
damages.

L2 The Parties desire and have agreed to settle all claims between the FDIC-R
and PLACER relating to the Loans. By entering into this Settlement Agreement, the
Parties are not admitting the allegations as set forth in the Complaint.

2 AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and fer other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the Parties, the Parties, intending fo be legally bound,
agree as follows:

2.1 Recitals. The Recitals set forth above are incorporated into the body of
this Settlement Agreement as though fully set forth herein.

2.2 This Agreement is contingent upon the court granting PLACER’s
Application, which PLACER shall file with the Court within 30 days of the Effective
Date of this Agreement. However, if the FDIC settles with the remaining defendants in
the Action, then this paragraph shall be deemed null and void, and the contingency set
forth herein shall be removed.

2.3 Payment to the FDIC, Payment of Three Hundred Ten Thousand Dollars
and no/cents ($310,000.06) (the “Settlement Payment’) shail be paid by or on behalf of
PLACER to the FDIC-R. PLACER’s Settlement Payment shall be made no Jater than 45
days after the earliest of either (1) the date of entry of an order granting PLACER’s
Application or (2) notification via email from counsel for the FDIC-R to counsel for
PLACER (Darrell Martin) that the FDIC-R has settled with the remaining defendants in

SETTLEMENT AGREEMENT Bage | of 6


APPROVED AS TO FORM
DATED: September ___, 2012

DATED: September \A 2012

Alborg, Veiluva & Martin, LLP

By:

Darrell Martin

Attomey for Defendant PLACER TITLE COMPANY

Placer Tile Compan:

APPROVED AS TO FORM
DATED: September ___, 2012

DATED: September ___, 2012

By

Signature (b)(6)

Davvicas N Lan Jevpe

Type/Print Name and Title" Secrelnny

MORTGAGE RECOVERY LAW GROUP LLP

By:

Paul Levin
Attorneys for Plaintiff FEDERAL DEPOSIT
INSURANCE CORPORATION, as Receiver for
INDYMAC BANK, FSB.

FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver for INDYMAC
BANK, F.8.B.

By:

Signature

TypelPrint Name and Title

SETTLEMENT AGREEMENT Page Gof 6


the Action, , PLACER shall deliver the payment to the FDIC-R c/o Mortgage Recovery
Law Group, LLP via check payable to: Mortgage Recovery Law Group Client Trast
Account, Reference: Placer Title Settlement.

2.4 Inthe event PLACER defaults by failing to make a timely payment to the
FDIC-R as set forth in paragraph 2.2 above (“Settlement Payment Due Date"), the FDIC-
R, in its sole discretion, shall have the right to:

a Extend the time for payment, including interest accruing from the
Settlement Payment Due Date through the date of payment at a rate calculated in
accordance with 26 US.C. § 6621 (b\(3); or

b. Enforce this Settlement Agreement pursuant to the terms and
conditions set forth in paragraphs 4.4 and 4.5, below; or

c. Seek any other relief available to it in law or equity.

Any extension of time for delivery of the Settlement Payment shall no prejudice
the FDIC-R’s right to take other action or seek any relief during or after such period of
extension, including the right to bring an action to enforce the Settlement Agreement, or
declare the Settlement Agreement null and void.

2.5 Within ten (10) business days of the FDIC-R's receipt of the Settlement
Payment as set forth in paragraph 2.2, the FDIC's counsel shall file a request for dismissal
of the all claims and causes of action as against PLACER with prejudice, or if no other
parties remain in the action at that time, a dismissal of the entire Action with prejudice,

2.6 Each Party agrees that Section 664.6 of the Code of Civil Procedure of the
State of California shall apply to this Settlement Agreement and requests that the court
retain jurisdiction over the Parties to enforce this Settlement.

2.7 The Parties shall bear their own costs and attorneys’ fees incurred in the
Action,

3. RELEASE

3.1. Known and Unknown Claims, The FDIC-R and PLACER acknowledge
and agree that the release they give to each other upon executing this Settlement
Agreement applies to all claims for injuries, damages, or losses of any type or nature
(whether those injuries, damages, or losses are Known or unknown, foreseen or
unforeseen, patent or latent) arising from or in conjunction with or related to the facts and
circumstances giving rise to the Action.

3.2 The Parties hereby expressly waive application of California Civil Code
$1542 as itrelates to the Action. The Parties certify that they have read and understood
the following provisions af Califernia Civil Code $1542 which states in pertinent part as
follows:

Page 2 0f6


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
ymust have materially affected his or her settlement with the
debtor.

3.3. The Parties understand and acknowledge that the significance and
consequence of its waiver of California Civil Code §1542 is that even if either Party
should eventually suffer additional damages arising from or in conjunction with the
Action or any facts or circumstances related to the Action, that Party will not be abie to
make any claim against any other Party for those damages. Furthermore, each Party
acknowledges that they consciously intead these consequences even as to claims for
damages that may exist as of the date of this release relating to the Action, but which that
Party does not know exists, and which, if known, would materially affect that Party's
decision to execute this release, regardless of whether that Party's lack of knowledge is
the result of ignorance, oversight, error, negligence, or any other cause.

3.4 Except for the rights, duties, and obligations set forth in this Settlement
Agreement, the Parties each hereby fully, finally, and forever release and discharge the
other Parties, and any and all of its respective, employees, brokers, investors, members,
partners, joint venturers, independent contractors, attorneys, accountants, insurers
Gnchuding, but not limited to PLACER’S insurer, Lexington Insurance Company),
agents, investors, representatives, officers, directors, and any corporation, partnership or
limited liability company which was or is at any time the parent or wholly owned
subsidiary of such entity, and any such corporation's, partnership's or limited Hability
company’s officers, directors, employees and/or agents, or any corporation, partnership or
limited liability company which was or is an affiliate of such entity by virtue of common
ownership or control, and any such corporation's, partnership's or limited liability
company’s, officers, directors, employees and/or agents of and from any and all actions,
causes of action, claims, demands, damages, debts, losses, costs, expenses, attorney fees
or other Habilities of every kind and nature whatsoever, whether legal or equitable and
whether known or unknown, arising out of, resulting from, or relating to, in any manner,
to any damages, loss, or liability arising from. in conjunction with, or related to the Loans
and/or Action, or any facts or circumstances related to the Loans and/or Action.

3.5 Notwithstanding any other provision of this Settlement Agreement, the
FDIC-R does not release, and expressly preserves fully and to the same extent as if the
Settlement Agreement had not been executed any claims against PLACER arising out of
existing or failed financial institutions other than IndyMac. The FDIC-R represents that
it retains the rights to pursue any claims arising out of or related to the Loans against
other parties.

3.6 — Notwithstanding any other provision, by this Settlement Agreement, the
FDIC-R does not release, and expressly preserves fully and to the same extent as if the
Settlement Agreement had not been executed, any action taken by any other federal
agency. In addition, this Settlement Agreement does not purport to waive, or intend to
waive, any claims which could be brought by the United States through cither the

SETTLEMENT AGREEMENT Page 3 of 6