MEMORANDUM OF AGREEMENT 

THIS MEMORANDUM OF AGREEMENT ("MOA") is made and entered into 

as of this 10th day ofJanuary, 2011, in the City ofMiami, Miami-Dade County, Florida by 

and between 

Federal Deposit Insurance Corporation, as Receiver 

for Indymac Bank, FSB, ("Plaintiff') 

and 

Miguel F. Mirabal ("Mirabal") and Global Title, LLC 

( collectively "Defendants") 

( collectively referred to as "the parties") 

WHEREAS, there is presently pending in the United States District Court for the 

South~rn District of Florida (hereinafter referred to as "the Court"), an action entitled 

Federal Deposit Insurance Corporation, as Receiver for Indymac Bank, FSB v. Miguel F. 

Mirabal, Global Title, LLC, et al. Case No. 10-21197-CIV-HUCK/O'SUT.l.lVAN (the 

"Litigation"); 

WHEREAS, the parties, each ofwhom is represented by counsel and recognize their 

respective rights and obligations, are desirous of fully and finally settling any and all claims 

which were or could have been brought in the Litigation; 

WHEREAS, prior to signing this MOA, each party has an opportunity to and in fact 

has had counsel review this MOA and explain its rights and obligations and the legal effect 

of this MOA; and 

WHEREAS, the parties hereto have signed this MOA of their own free will and 

volition, with the full recognition and understanding oftheir rights and obligations under and 

the legal effect of this MOA; 

WHEREAS, in entering into this MOA, Mirabal admits no liability for any claims 

asserted against him in the Litigation and Plaintiff acknowledges and does not contend that 

Mirabal personally committed any fraud in connection with any matters arising out of or 

connected with the Litigation; 

NOW THEREFORE, for and in consideration of the following covenants and 

agreement<;, or other valuable consideration, the receipt and sufficiency ofwhich are hereby 

acknowledged and conclusively established, the parties covenant and agree as follows: 

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I. Recitals: The foregoing recitals are true and correct. 

2. Stipulation ofJudgment and DismissalofCertainCounts: Defendants agree 

to stipulate to the entry of a judgment on Counts I and IV ofthe Complaint against Global 

Title LLC in the amount of$1,052,344.76, with Plaintifffiling a Stipulation and Notice of 

Dismissal with Prejudice against Defendants of Counts II and III of the Complaint, 

simultaneously with the filing ofthe stipulation for entry ofjudgment. 

3. Payment of Monies: Defendant Miguel Mirabal shall cause to be paid to 

Plaintiffthe total sum ofFifteen Thousand Dollars ($15,000.00) as follows: $10,000 within 

thirty days ofthis MOA, or no later than February 10, 2011, and $5,000 within six months 

from the date of this MOA or no later than July 11, 2011. All payments shall be made 

payable to FDIC, as Receiver of IndyMac Bank, c/o Justin Hekkanen, Esq., Akerman (b)(6) 

Senterfitt, 50 Laura Street, Suite 3100, Jacksonville, FT, 32202. IfDefendant fails to make-~--~ 

any payment set forth 1n this Paragraph, Plaintiff may, afier five ~ · · en notice to 

counselfor Defendant,Brian Silverio,....__ __,....-_,...-.__,=----< 150 W. FlaglerStreet, PH 

2850, 33130, and Defendant's failure to cure, file with the Court an affidavit ofnon-payment 

and be entitled to a judgment against Defendants for the amounts set forth in this Paragraph, 

less any amounts paid by Defendant. 

4. Litieation Cooperation: Defendants agree to cooperate with Plaintiffin the 

Litigation, including providing atlida,vits, documents and authentication as necessary. To the 

extentPlaintiffrequires Defendant Mirabal's testimony attrial, DefendantMirabalwill agree 

to acceptserviceofa trial subpoena through counsel Arian Silverio, Esq., andwill testify live 

attrial upon reasonable notice, provided that Plaintiffpaysthe costs oftravel (i.e. airfare and 

hotel). 

5. Motion to Dismiss: The parties will infonn that Court that the parties have 

reached a tentative settlement and the Court can cancelthe hearing scheduled forJanuary 13, 

2011 from its docket. 

6. Mutual Releases: 

A. Plaintiff Plaintiff, for and in consideration of the covenants made 

herein or other good and valuable consideration, the receipt and sufi:iciency of which 

consideration is hereby acknowledged and conclusively established, and received from the 

Defendants and by or on behalfofitself, or any officers, directors, shareholders, attorneys, 

agents, heirs, successors or assigns_, hereby remises, releases, acquit<;, satis-fies and forever 

discharges Mirabal of and from any and all, and all manner of, claims, counterclaims, 

actions, causes of action, suits, debts, sums of money, accounts, reckonings) contracts, 

controversies, agreements, promises, damages, and demands whatsoever, in laworin equity, 

which the Plaintiffever had or now has, or which any officer, director, shareholder, agent, 

attorney, personal representative, successor, or assign ofthe Plaintiffhereafter can, shall or 

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may have, against Mirabal for, upon, or by reason of any matter, cause or thing whatsoever, 

fl-om the heginning of the world to the date of this Release, whether known or unknown, 

direct or indirect, vested or contingent as it pertains to the loans that are the subject of this 

Litigation. Without limiting the generality ofthe foregoing, this Release includes the release 

of any and all claims, counterclaims, rights, and causes of action, of any type or kind 

whatsoever, which were or could have been raised or asserted by the Plaintiff against the 

Mirabal in the Litigation, or in, any other state, federal, or private judicial or administrative 

forum. Plaintiff is not waiving any claims that might be brought by any other federal agency. 

B. Defendants. The Defendants, for and in consideration ofthe covenants made 

herein or other good and valuable consideration, the receipt and sufficiency of which 

consideration is hereby acknowledged and conclusively established, and received from the 

Plaintiff, and by or on behalfofthemselves, their officers, directors, shareholders, attorneys, 

agents, heirs, successors or assigns, hereby remise, release, acquit, satisfy and forever 

discharge the Plaintiff of and from any and all, and all manner of, claims, counterclaims, 

actions, causes of action, suits, debts, sums of money, accounts, reckonings, contracts, 

controversies_, agreements, promises, damages, and demands whatsoever, in law orin equity, 

which the Defendants ever had or now have, or which any officer, director, shareholder, 

agent, attorney, personal representative, successor, heir, or assign ofthe Defendants hereafter 

can, shall or may have, against the Plaintiff fi:1r, upon, or by rea.-;on of any matter, cause or 

thing whatsoever, from the beginning ofthe world to the date ofthis Release, whether known 

or unknown, direct or indirect, vested or contingent as it pertains to the loans that are the 

subject of this Litigation. Without limiting the generality of the foregoing, this Release 

includes the release ofany and all claims, counterclaims. rights, and causes of action, of any 

type or kind whatsoever, which were or could have been raised or asserted by the Defendants 

against the Plaintiff in the Litigation or before, or in, any other state, federal, or private 

judicial or administrative forum. 

Notwithstanding the foregoing, the releases contained in this paragraph 6 do not 

encompass any of the other Defendants in the Litigation, that is, Global Tille, LLC, Roberto 

Rodriguez, Lance Moyse and Attorneys' Title Insurance Fund, Inc. 

7. Fees and Rxpenses: The parties agree that each of them will be responsible 

for paying their own attorney's fees, costs and expenses arising out ofor connected with the 

Litigation. 

8. Effective Date and Location of MOA: The parties agree that the effective 

date ofthis MOA is January 10, 2011, and this MOA will be treated as having been made 

and executed in the City ofMiami, Miami-Dade County, Florida. 

9. Governing Law: This MOA shall be enforceable and constmcd according to 

the laws ofthe State ofFlorida. The parties agree to waive jury trial for any disputes that may 

arise under this MOA. 

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10. Entire Agreement: The parties acknowledge thatthis MOA contains the full 

and complete agreement between and among them, and that there are no oral or implied 

agreements orunderstandings notspecifically setforth herein. Eachparty acknowledges that 

no other party, or agent or attorney ofany other party, or any person, fir~ corporation or any 

otherentityhasmade anypromise, representation, orwarranty, whatsoever, express, implied, 

or statutory, not contained herein, concerning the subject matter hereof~ to induce the 

execution ofthis MOA. Each signatory also hereby acknowledges that he, she or it has not 

executed this MOA in reliance on any promise, representation, or warranty not contained 

herein. The parties further agree that no modifications ofthis MOA may be made except by 

means ofa written agreement signed by the parties. Finally, the parties agree that the waiver 

of any breach ofthis MOA by any party shall not be a waiver ofany other subsequent or 

prior breach. 

11. Enforcement and Venue: Should any dispute arise under this MOA, venue 

shall be in the Southern District ofFlorida. The prevailing party in any such action shall be 

entitled to an award ofits reasonable costs and attorney's fees, including any appeals. 

12. Conditional Approval: The parties agree that this MOAis subject to the final 

approval ofthe FDIC, the con.sent to same shall not be unreasonably withheld, 

13. Reduction to Further Writine: Theparties agree to reduce this Memorandum 

ofAgreement to a further writing by January 24, 2011. This MOA shall be binding and 

enforceable upon the FDIC's final approval under paragraph 12. 

IN WITNESS WHEREOF, the parties hereto have personally executed this MOA 

or have caused this MOA to be executed by a duly authorized officer and agent. 

(b )(6) 

~ FEDERAL DEPOSIT INSURANCE 

~ ORPORATION, AS RECEIVER FOR 

l~ C RANK, liSB 

J ~ L Miguel Mirabal, Indivi ually 

By: Steven Hall, Resolutions and 

Receiverships Specialist 

(b)(6) I I,

I 

/1 

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