SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: The Federal Deposit Insurance Corporation as Receiver for 

Washington Mutual Bank (''FDIC-R"), and United General Title Insurance Company (the 

"Settling Defendant") (individually, the FDIC-R and the Settling Defendant may be referred to 

herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 25, 2008, Washington Mutual Bank ("Bank") was a depository 

institution organized and existing under the laws of the State ofNevada. 

On September 25, 2008, the Office of Thrift Supervision closed the Bank and pursuant to 

12 U.S .C. § 182l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § l82l(d), the fDIC-R succeeded to aU rights, titles, powers and 

privileges of the Bank, including those with respect to its assets. 

Among the assets to which the FDlC-R succeeded were all of the Bank's claims, 

demands, and causes of action against third parties who caused damage to the Bank. 

On September 22, 2011, the FDIC-R filed a complaint for money damages against, 

among others, the Settling Defendant. Those claims for damages are now pending in the United 

States District Court for the Eastern District of N cw York in the action entitled Federal Deposit 

Insurance Corporation as REceiver of Washington Mutual Bank v. United General Title 

Insurance Company, et a!. , 11-CV -4610 (ENV) (R.ML) (the "Action"). The Settling Defendant 

has denied liability in the Action. 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 
SECTION 1: Payment to FDIC-R 

/\.. As an essential covcnanl and condilion to this Agreement, on or before thirty (30) 

calendar days following the date the .FDlC-R executes this Agreement, the Settling Defendant 

agrees to pay the FDIC-R the sum of Seventy One Thousand Dollars ($71,000.00) ("the 

Settlement Payment"). 

B. The Settling Defendant shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfer into the following account: 

BANK: Federal Home Loan Bank of New York 

(b)(4) _ ____ ~ouJ:ING-#·I I 

FOR CREDIT TO: FDIC National Liquidation Account 

(b) ( 4) ""'"""' '''''' mm•"""""""""""""" ACCQLJN.:(: .. #; ... J-• I 

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

OBI: FIN 10015; Washington Mutual Bank, Henderson, NV 

CONTACT: Aaron Forester; 703-516-5056; Professional Liability Unit 

••••••• .. •••••••••"OMoOOOOOOO"""""''"' 

Q!.JQQ);QJ.F.. ... f.:Jmd~ Asset.no .... j............... I 

In the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) 

by the aforementioned agreed-upon date, interest shall accrue on all unpaid amounts at the rate of 

5% per annum from such date until the date of payment. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

date detennined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

I. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection A above: through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 6621(a)(2); or 

2. Enforce this Agreement, in which event the Settling Defendant agrees to 

jurisdiction in the United States District Court for the Eastern District of New York and to pay 

all of the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. Terminate the Agreement, move to vacate any dismissal order, to which 

2 
the Settling Defendant agrees to consent, and re-institute an action on the FDIC-R's claims. The 

Settling Defendant further agrees to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims, except as to any claim(s) which are or were barred by the 

relevant statute of limitations at the time the Action was commenced; and/or 

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

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shaH not prejudice the FDIC-R' s rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of the 

Settlement Payment (including all accrued interest) in full. 

SECTION JJ: Stipulation and Dismissal 

Within ten (10) business days after the latter of(l) full execution of this Agreement by all 

of the Parties, and (2) receipt of the Settlement Payment, plus accrued interest, if any, the FDICR shaH (i)e a stipulation of dismissal with prejudice of the Settling Defendant, executed by the 

attorneys for all Parties hereto, in the form attached hereto as Exhibit A, in the Action. 

SECTION III: Releases 

A. The FDIC-R's Release. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

Defendant, its parents, subsidiaries, affiliates and reinsurers and their respective trustees, 

administrators, representatives, employees, officers, directors, attorneys, successors, and assigns, 

from any and all claims, demands, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity, belonging to the FDIC-R, that arise from or relate to, the causes of 

action alleged in the Action. 

B. The Settling Defendant's Release. 

Effective simultaneously with the release granted in Section liLA. above, the Settling 

Defendant, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, 

affiliates, reinsurers, trustees, administrators, employees, directors, representatives, successors, 

3 
and assigns, hereby releases and discharges the FDJC-~ and its employees, officers, directors, 

representatives, attorneys, successors and assigns, from any and all claims, demands, obligations, 

damages, actions, and causes of action, direct or indirect, in law or in equity, that arise from or 

relate to, the causes of action alleged in the Action or the bringing of the Action. 

C. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Settling Defendant or any other person or entity for 

liability, if any, incurred as the maker, endorser or guarantor of any promissory note or 

indebtedness payable or owed by them to FDIC-R, the Bank, other financial institutions, or any 

other person or entity, including without limitation any such claims acquired by FDIC-R as 

successor in interest to the Bank or any person or entity other than the Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement, including but not limited to each of the other defendants named in the Action. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency ofthe United States as defined by 18 U.S.C. § 

6. Jn addition, the FDIC-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

4 
and 3663 et. seq., if appropriate. 

SECTION IV: Waiver of Dividends and Pro~eeds from Litigation 

To the extent, if any, that Settling Defendant is or was a shareholder of the Bank or its 

holding company and by virtue thereof is or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of, in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, 

the United States government, or any agency or department of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendant hereby 

knowingly assigns to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, or other distributions, or proceeds 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or arc authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION VI: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to conclude the Action as to the Settling Defendant and to 

5 
(b)(6) ......... . .. 

otherwise perform the terms of this Agreement. 

SECTION VII: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. Signatures and 

acknowledgments appearing hereon transmitted via electronic means or facsimile shall be 

deemed original and enforceable as such. 

C. Choice of Law. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State ofNew York. 

D. Notices. Any notices required hereunder shalJ be sent by registered mail, first 

class, return receipt requested, and by email> to the following: 

If to the FDIC-R: 

Alan T. Gallanty 

Kantor Davidoff Mandelker Twomey Gallanty & Olenick, P.C. 

415 Madison A venue, 16th Floor 

New York, New York 10017 

(T) 2 12-682-8383 

I ···················L. · _ .. _ ..... ....... _ _ ...... .... _ ... _ .... ________ ·················· ······· .. __, 

and 

6 
Aaron M. Forester 

Counsel 

Professional Liability Unit 

Federal Deposit Insurance Corporation 

3501 Fairfax Drive, Room VS-B-7066 

Arlington, Virginia 22226-3500 

(T) 703 -516-5056 

(b)(6) _______ .--------b-------

(b)(6)............. . ..

Ifto the Settling Defendant: 

Michael 1. Schwarz 

DeiBello Donnellan Weingarten Wise & Wiederkehr, LLP 

One North Lexington Avenue, 11 th Floor 

White Plains, New York I 0601 

(T) 914-681-0200 

J ..... .... .......................... 

and 

G. Randolph Comstock 

Claims Center- Northwest Region 

First American Title Insurance Company 

8310 South VaHey Highway, Suite 130 

Englewood, CO 80 112 

(T) 720- 264-8700 

(b)(6) _ __ --- t:::=====---_j 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attomey(s), or other 

representative(s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

7 
(b)(6) 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR WASHINGTON MUTUAL BANK 

~:,~<~ ,~ -- ~~,1 TITLI.::E:-:~--=--u-ns -=-) ________ __, 

PRlNT NAME: Aaron M. Forester 

Date: UNITED GENERAL TITLE INSURANCE COMPANY 

BY:. _ _____ ______ _ 

TITLE: 

PRINT NAME: G. RandoJph Comstock 

8 
(b)(6) 

Corporation's applicahJe policie~ procedures, and other legal requirements. 

fN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by ca<::b of them or their duly authorized representatives on tbe dales hereinafter subscribed. 

Date: 

FEDERAL DEPOSIT INSURANCE CORPORA 110N AS 

RECEJVER FOR WASHINGTON MUTUAL BANK 

BY: ______________________ _ 

TITLE: Counsel 

PRINT NAME: Aaron M. Forester 

8 
(J:)rv\ l't\.OY\ \,.:,t2.d~ G-f-

-5-'FA:-'}:E OF V"•r-jo\~ 

COUNTY OF Av-li"f+M 

) 

) 

) 

On the 9~ay of December in the year 2014 before me, the undersigned, a notary public 

in and for said state, personally appeared Aaron M. Forester, personally known to me or proved 

to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the 

within instrument and acknowledged to me that he executed the same in his capacity and that by 

his signature on the instrument, the individual, or the person upon behalf of which the individual 

acted, execut ed the instrument. 

STATE OF - ------

COUNTY OF ________ __ 

) 

) 

) 

Notary Public 

................................ I .. ............................ CP.1(~) :::> 

On the __ day of December in the year 2014 before me, the undersigned, a notary public 

in and for said state, personally appeared G. Randolph Comstock, personally known to me or 

proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed 

to the within instrument and acknowledged to me that he executed the same in his capacity and 

that by his signature on the instrument, the individual, or the person upon behalf of which the 

individual acted, executed the instrument. 

Notary Public 

9 
STATE OF __________ _ 

COUNTY OF ________ __ 

) 

) 

) 

On the _ dayofDecember in the year20l4 before me. the UDdersignod. anotmypublic 

in and for said state1 personally appeared Aaron M. Forester. personal(y known to me or proved 

to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the 

within instrument and acknowledged to me that he executed the same in his c:apa.city and that by 

his signature on the instrument, the individual. or the person upon behalf of which the individual 

acted, executed the instrumenL 

Nomry Public 

*. STATEOF~?i._AAio) 

COUNTY OF 4j /Pgf'!D ~ 

On the ~y of December in the year 2014 before me, the undersigned, a notary public 

tn and for said state, personally appeared G. Randolph Comstock...,.personally known to me or 

proved to me on the basis of ~isfactory evidence to be the individual whose name is subscribed 

to the within instrument and acknowledged to me that be execut.eO the same in his capacity and 

- - - - - - -- -that-by-hls . ..slgoarure .. on...the.instnnnent, theindhtiduai,....Ol:.the_pcooortJIP.Q.O_behalf.m .. mtikh..11ML _ _ __ _ _ individual acted, ex.ccut!:d the instrument 

1 

· 

"~~~:tt:r ;,';:' -· Noiir1Public ?' -----1= _ (lJ)_@ 

-r 1'\~11,-f- Ct>~""r 

REBECCA.J. HUOGfNS 

NOTARY PUBUC 

STATE OF COlORADO 

NOTARY iD 1996401532) MY~ ~OCTOBER 'ZT, 2017 
Exhibit "A" 

UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF NEW YORK 

FEDERAL DEPOSIT INSURANCE CORPORATION, as 

Receiver for WASHINGTON MUTUAL BANK, 

Plaintiff, 

Case No. 11-CV-04610 (ENV) 

(RML) 

-againstStipulation of Dismissal 

UNITED GENERAL TITLE INSURANCE COMPANY, 

CLEAR VIEW ABSTRACT LLC, TED DOUMAZTOS, 

and THOMAS F. CUSACK JII, 

Defendants. 

JT IS HEREBY STIPULATED AND AGREED, by and between the undersigned 

attorneys for the parties herein, that whereas no party hereto is an infant, incompetent person for 

whom a committee has been appointed and no person not a party has an interest in the subject 

matter of the action, that the above-captioned action is hereby dismissed with prejudice as 

against Defendant United General Title Insurance Company only, pursuant to FRCP 

41(a)(I)(A)(ii), without costs to any one party against the other. This stipulation may be 

executed in one or more COWlterparts and may be filed with the Clerk of Court without further 

notice. 

Dated: White Plains, New York 

December_, 2014 

Kantor, Davidoff, Mandelker, Twomey 

Gallantry & Olenick, P.C. 

Alan T. Gallanty, Esq. 

4 I 5 Madison Ave., I 6th Floor 

New York, New York 100 17 

(212) 682-8383 

Attorneys for Plaintiff 

Thomas F. Cusack, IH, pro se 

10 

DeiBello, Donnellan, Weingarten 

Wise & Wiederkehr, LLP 

Michael J. Schwarz, Esq. 

1 North Lexington A venue 

White Plains, New York I 0601 

(914) 681-0200 

: .. 

Attorneys for Defendant United General Title 

Insurance Company