SKI'TLE:VIE.Yl' AI\D RELEASE AGREEMENT 

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

the following undersigned parties: 

Plaintiffs Federal Deposit Insurance Corporation as Receiver for Washington Mutual 

Bank, F.S.B. ( 'TDIC-R"), on the one hand, and Stewart Title Guaranty Company 

("Defendant"), on the other hand (individually, the FDIC-R and Defendant may be referred to 

herein as "Partv" and collectivelv as the ''Parties"). J ' 

H.F,CIT ALS 

WIIEREAS: 

Prior to September 25, 200R, Washington \1utual Bank, F.S.B. ("I3ank") was a 

depository institution organized and existing under the laws of the United States; 

On September 25, 200R, the Office of Thri fi Supc1·vision closed Bank and pursuant to 

12 L.S.C. § I g21(c), the Fcdcral Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 lJ .S.C. § I R21 (d), the fDIC-R succeeded to all rights, titles, powers and 

privileges of Bank, including those with respect to its assets; 

Among the assets to which the FDJC-R alleged it succeeded were certain of Bank's 

claims, demands, and causes of action that arc the subject of this Agreement; 

On September 24, 2014, the FDIC-R f1Jed a complaint for money damages against 

Defendant. This claim for damages is now pending in the Cnitcd States District Court for the 

Southern District of Florida in Federal Oeposit lnsuranc:e Corporation as Receiver for 

Washington :Vfutual Rank, F.S.B., v. Stewart Title Cuaranty Company, Case ~umber 0:14-cv62205 (the "Action''). Defendant has denied liability in the Action; 

The undersigned Parties dc~rn it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

NOW, TliFHFFORE, in consideration ofthc 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: 
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SECTIO:\ 1: Payment to FDIC-I~ 

!\. J\s an essential covenant and condition to this Agreement, the Defendant agrees to 

pay th~ FOfC-R the sum of two million seventy-live thousand dollars ($2,075,000.00) ("the 

Settlement Payment"), within thirty (30) days ofthc execution of this Agreement. 

B. Defendant shall deliver the Settlement Payment tn the FDIC-R hy direct wire 

transfer into an account designated by fDIC-R by notice to the atinrneys for tht.: Defendant or hy 

ccrti ficd or cashier's check drawn upon a depository institution acceptable to fDIC-R and made 

payable to :Vlortgage Recovery Law Group Client Trust 1\ccount. 

In the event that the Settlement Payment is not delivered to the FDIC-R or its designee by 

the date set forth in Section I.J\, above, interest shall accrue on all unpaid amounts at the rate of 

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

C. lfthe FDIC-R or its designee docs not receive the Settlement Payment in 

full on or before the date determined hy suhscction i\ ahovc, 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 datL: determined by subsection A above, through the date of payment at a rate 

calcularcd in accordance with 26 U .S.C. § 6621 (a)(3); or 

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

jurisdiction in lJnited States District Court in the Southern District of florida and to pay all of 

the FDIC-R's rcasonahlc 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 

the Defendant agrees to consent, and re-institute an action on the FD IC-R 's claims. The 

Defendant further agrees to waive any defense hascd on any statutt.: of limitations that would bar 

any of the FDIC-R's daims and waive all objections, defenses, claims or counterclaims, and 

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covenants and agree not to assert any objections, defenses, claims or counterclaims that did not 

exist or were otherwise unavailable as of the date this Agreement was fully executed; and/or 

4. Seek any other relief available to it in law or l:quity. 

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

acceptance of a portion of the Settlement Payment shall 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 

Settlement Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of (I) full execution of this Agreement hy all of 

the Parties, and (2) receipt of the Settlement Payment, in full, the rDIC-R shall file a stipulation 

of dismissal with prejudice. executed by the attorneys for all Parties hereto, in the Action. 

SECTIO~ III: Releases 

A. Tht:.J 1.2 J.<;-R 's Rc leases. 

L pon 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 

Defendant and its respective heirs, cxecutors, trustees, administrators, representatives, 

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 Dc(~nd~.nt'.s Release. 

Effective simultaneously with the release granted in Section III.A. above, the Defendant, 

on hchalf of itself individually, and its respective heirs, executors, trustees, administrators, 

agents, representatives, successors, and assigns, hcrchy releases and discharges the FDIC-R, and 

its employees, officers, directors, rcpn:scntativcs, attorneys, successors and assigns, from any 

and all claims, demands. obligations, damages, actions, ami 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. 
C. Exceptions from Releases bv FDIC-R. 

I. l'otwithstanding 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 Del'cndant 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 FDJC-R, Bank, othcr financial institutions, or any other person or 

entity. including without limitation any such claims acquired by FDIC-R as successor in intcn:st 

to Washington \1utual Bank, F.S.B., or any person or entity other than Bank; and 

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

in this Agreement. 

2. :\ot\vithstanding any other provision of this Agreement, nothing in this 

Agrccmcnt shall be comarucd 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 regularory authority or to diminish its ability to institute administrative 

enforcement nr 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. :\otwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by th~ Unit~d 

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

judicial district. or any other department or agency of the Lnited States as defined by 18 U .S.C. 

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

pursuant to the relevant provisions of the Mandatory Victims Restirution Act, I 8 U.S.C. ~~ 3322 

and 3663 cl. seq., if appropriate. 

SECTIO:\ IV: Rcprcscntaticms and Acknowledgements 

A. !\1tthori7ed 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, 

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

this Agrccmt.:nl. Thi;;; Agrccmt.:nt shall he 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 counsd prior to executing this Agreement, and that 

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

SECTIO:'Il V: Rcasunahlc 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, and to otherwise perform the 

terms of this Agreement. 

SECTIOl\' VI: Other :\'lattcrs 

i\. ~o Admission of Liabi litv. 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 I iability 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. 

H. 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. 

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 Siatc ofTlorida. 

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D. Notices. Any notices n.:quin.:d hereunder shall he sent by registered mail, first 

class, return receipt requested, and hy email, to the following: 

If to the fDIC-R: 

\1ichael Dclbick, Esq. 

Ylortgage Recovery Law Group 

700 N. Brand Blvd., Suite 830 

Cilendale, California 91203 

(~ 18) 630-7900 

If to the Defendant: . Chief Litigation Counsel 

Stewart Title Guaranty Company 

1980 Post Oak Blvd 

Suite710 

Houston, TX 77056 

E. Entire Aureement 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 he amended or modified, nor may any of its provisions be waived, except in writing signt:d 

by the Parties bound thereby, or by their respective authori:zcd attorncy(s), or other 

representative( s). 

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

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

G. :\o Confid~m!alit'::. The undersigned Parties acknowledge that this Agreement 

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

Corporation's appl icablc pol icics, procedures, and other legal requirements. 

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(b)(6) 

(b)(6) 

1:\ WITNESS WIIEREOf-, the Parties hereto have caused this Agreement to be executed 

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

................................................................................... ······································· 

Date: .11.:! /JJ 

Date: 

FEDERAL DEPOSIT I:--:SlJRANCE CORPORATION AS 

RECEIVER FOR W ASHll\:GTO:\ MUTUAL BA!'K, 

F.S.H. 

TITLE: __ (._,v_-'_J_._t __________ _ 

STEWART TITLE GUARANTY COMPANY 

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