SETTLEl\U:NT ANI> lU:LEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver !'or lnclyMac Bunk, 

F.S.B. ("F DJC R") ; and Chicago Title Insurance Co. (the "Settling Defendant") (individually, 

the FDIC-R and the Settling Defendant may be n:.ferred to herein as "Party" and collectively as 

the "Parties"). 

RECITALS 

WHEREAS: 

Prior to July ll, 2008, !ndyMac Bank, F.S.B. ("Bank") was a depository institution 

organized and existing under the laws of the United States; 

On July II, 2008, the Office oflhrift Supervision closed the Bank nnd pursuant to 

12 U.S.C. § l821(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U .S.C. § I 821 (d), the Ff) lC-R alleges it succeeded to all rights, titles, powers 

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

Among the assets w which the D! R succeeded W!;rc the Dank's t.:laims, demands, und 

caus~.:s of action that arc the subject of this Agreement. 

On July 9, 2014, the FDIC-R filed a compl aint fo r money damages against the SctLiing 

Defendant. Those claims for damages arc now pending in the United States District Court lor 

the Southern District of florida ("1\ction"). 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, TI IEREFOR.E, in consideration of the promises, undertakings, payments, and 

releases stnred hcrc;in, the sufficiency of wh idl consideration is hereby acknowledged, the 

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

A. As an essential covenant and condition to this Agreement, the Settling Defendant 

agrees to pay the FDIC-R the sum of $700,000 (" the Settlement Amount") within thirty (30) 

d;1ys of the FDIC-R's exccutilm ofthi.s Agreement, in settlement of the Action. 

I3. The Settling Defendant shall de liver the Settlement Payment to the FDIC-R by 

wire transfer to the Stolzenbcrg Gelles Flynn & Amngo, LLP client trust account. In the event 

that the Scttkment Payment is not delivered to the FDIC-R (via its counsel) within the timefrnmc 

required in subsection A above, interest shall uccru ~ on all unpaid amounts at the rate of5% per 

annum from thirty (30) ca lendar days following the date the FDIC-R ex ~,; utl:s this Agreement 

until the date of payment. 

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

date determined 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 ful l (including all accrued interest) 

to: 

1. Extcml the period of time for the Settlement Payment, including interest 

accruing from the date dctcrm incd by subsection A above, through the date of payment at a rate 

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

2. Enforce this Agreement, in which event the Settling Dclcndant ngrccs to 

jurisdiction in United States District Court f<H· the Southern District of Florida and to ray all of 

the FDJC-R's reasonable attorney's fees and co.sts <::xpcnd~d in enforcing the terms of this 

Agreement; or 

3. Terminate the Agreement and move to vacate :my dismissal order, to 

which 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 f'DIC-R's claims ~n d waive all objections, <.klcnscs, claims 

or counterclaims, and covenant and agree not to assert any objections, defenses, claims or 

countercla ims that did not exist or were otherwise unnvailable as of the date this grc~:mc nt \vas 

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fully executed; and/or 

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

Any extension of time under Section I.C.l for deli very of the Setth.:ment Payment or 

accept~ ce of a po1t ion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any oftbe actions set forth in Section LC.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 thl: latter of (I) fu ll execution of this Agreement by alI or 

the Parties, and (2) re<;cipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attumcys for all Parties 

hereto. 

SECTION Ill: Releases 

A. The FDIC-R's Releases. 

Upon n:ceipt of the Settlement Payment in full and except as provided in Section Ili.C., 

the FDIC-R, f~> r itself and its successors and assigns, hereby releases and discharges the Settling 

Defendant and its heirs, executors, 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 fl·om or relate to the 

causes of action alleged in the Action. 

13. The Sc ll ng en dn nt's Releases. 

Ef'J'o..:ctivc simultaneously with the release granted in Section lli.A. above, the Settling 

Defendant, on behulf of itself and its heirs, executors, trustees, administrators, agents, 

representatives, attorneys, successors, and assigns, hereby rek:asc aml discharge the FDIC-R, and 

its employees, officcrs, Jire<;tors, representati ves, attorneys, successors and assigns, from any 

and all claims, demands, obi igations, dmnagcs, acti ons, and causes of action, d i rcct or indirect, in 

law or in equity, thal arise l'rom or relate lo lhe causes of action alleged in the Aelion. 

C. Fx<;L:plion1_J}·om Releases by FDIC-R. 
I. Notwithstanding any otht!r provision of this Agreement, th~ FDJC-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, incutTed as the maker, endorser or guarantor of any promissory note or 

indebtedness payable or owed by them to FDlC-R, the 13ank, other financial institutions, or any 

other person or entity, including witho ut limitation any such claims acquired by FDIC-R as 

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

h. Against any pt!rson or entity not expressly released by the FDIC-I\ 

in this Agreement. 

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

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

jurisdi ction 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 

authori z.ed to seek pursuant to its supervisory or regulatory authority agai nst any person. 

3. N otv..·ithstanding any other provision of thjs Agrccn1cnt, this Agreement 

docs 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 of the Onited States as defined by 18 U.S.C. § 

6. In addition, the FD!C-R specilically n.:serves the right to seek court-ordered n.::; titution 

pursuant to the relevant prov isions of the Mandatory Victims Restitution t\ct, 18 U.S.C. §§ 3322 

and 3663 et. seq., if appropriate . 

.SECTION IV: Representations untl Acknowled gements 

A. Authorized Si gl) ato .:.i~1!· All of the undersigned persons represent and warrant that 

they ar~ Parties hereto or arc authorized to sign this Agreement on bdwlf of the respective Party, 

and that they have the fu ll powt:r and authority to bi nd :wch Party to cnc h and every prov ision of 
this Agreement. This Agrccme.nl shall be binding upon and inure to the benefit of the 

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

successors and assigns. 

13. Advice of.£o ~t~.L Each P<trty 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. 

C. financial Disclosure Representation. The Settling Defendant has submitted 

financial information to the FDIC-R and herein aflirms that its tinanc ial information is true and 

accurate as of 1he date of this agreement. The Settling Defendant expressly acknowledges that, 

in determining to settle the claims released herein, the FDIC-R has reasonably and justifiably 

relied upon the accuracy of the financial info rmation submitted by the Settling Defendant. The 

FDIC-R has no obligation to independently verify the completeness or accuracy of that financial 

infonnation. If' the FDIC-R establishes via a final adjudication in an appropriate j ltdicial f(.)rutn 

that the Settling Defendant fa iled to disclose any material interest, legal, equitable, or beneficial, 

in any asset, the Settling Defendant agree!i to cooperate fu lly with the FDIC-R to provide 

updated financial information and to pay to the FDIC-R the lesser of (I) the value of the Settling 

Defendant's undisclosed material interest in such nsset(s); or (2) the amount of unpaid dmnagcs 

alleged against the Settling Defendant. 

SECTION V: Ucasonal>le Cooperation 

The Parties agree to cooperate in good faith to clkctuate all the terms and conditions of 

this Agreement, including do ing, or causing their agents and attorneys to do, whatever is 

rea ~ono y necessary to effectuate the signing, delivery, execution, fi ling, recording, and entry, 

of uny documents necessary to conclude the Action and to ot hetwisc perform the terms of this 

t\greement. 

SECTION VI; Other Ma tters 

A. No Admission of Liabilitv. The undersigned Parti es each acknowledge and agree 

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

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claims and defenses, that this Agrccrnt!nt is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that tht! Agreement shall not b~; ofJ\.:red or 

n:ceived in evidence by or against any Party except to enforce its terms. 

B. Execution in Countcrpm1s. 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 tina! 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 

P<~rties subscribed thereto upon the execution by all Parties to this Agreement. 

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

according to applicable federal law, or in its absence, the laws of the State of f-lorida. 

D. Noticcs. Any notices required hereunder shall be:.: sent by n.:gistercd mail, first 

class, return rt:{;cipt requested, und by cm<~il, to the to !lowing: 

Jfto the FOIC-R: Jo:;;h Migdal, Stolzenb~rg Gelles Flynn & Arango, LLP, 1401 Bri~kell 

/\venue Suite 825, Miami, Florida 33131; Telephone: (305) 961-1450; Email: 

(b)(6). . ...... I. _____ __, 

If to the Settling Defendant: Larry Cook, Fidelity National Law Group, 200 W. Cypress 

Creek Road, Suite 210, Fort Lauderdale, FL 33309; Telephone: (954) 453-4692; Email: 

(b)(6) .. -L-1· ___ ____. 

E. Entire Agreement and Amcn~hnents. This Agreement constitut~.:s the entire 

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

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

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

by thl! Pat1ies bound thereby, or by their re:>pectivc authorized attorncy(s), or other 

rt~prcscntativc( s ). 

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

arc for convenience only and shall not affect th~ int~rpretation of this Agre~rm:nt. 

G. No Confidentiality. The undersigned Parties acknowkdge that this Agreemellt 
(b)(6) 

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

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

IN WITNESS WHEREOr, the Punies hereto have caused this Agreement to be executed by 

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

Date: 4-\()- \ ~ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR lNDYMAC 13ANK, f.S.B. 

l3Y: L....-----························································........~1 ············································ (l:>)(§) 

TITLE: (. t.> u ~b-e. \ 

PRlN'f NAJvlE: K' ; c.. \..._Odfj, S" & ~ \( 

CHICAGO TITLE INSURANCE CO. 

T); ·-/.> -- BY ' I- I 

TITLE: ·-· 5 : u f. _v ;<:... ~ 2(" r-J,· ~- I 

PRINT NAME: tkM e ( .D"'v <.. l\ 

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