SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The PlaintiffFederal Deposit Insurance Corporation as Receivers for TndyMac Bank, 

F.S.B. and Am Trust Bank (collectively "FDIC-R"); and Fidelity National Title Insurance 

Company (the "Settling Defendant") (individually, the FDIC-R and the Settling Defendant may 

be refen·ed to herein as "Party'' and collectively as the 'Cf'arties"). 

RECITALS 

WHEREAS: 

Prior to July 11, 2008, TndyMac Bank, F.S.B. ("IndyMac") was a depository institution 

organized and existing under the laws ofthe United States; 

Prior to December 4, 2009, Am Trust Bank ("Am Trust") was a deposit01y institution 

organized ~nd existing under the laws of the United States (IndyMac and AmTrust shall 

hereinafter collectively be referred to as the "Banks"); 

On July 11,2008, the Office of Thrift Supervision closed TndyMac and pursuant to 

12 U.S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed its Receiver; 

On December 4, 2009, the Office of Thrift Supervision closed Am Trust and pursuant to 

12 U.S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed its Receiver; 

In accordance with 12 U.S.C. § 182l(d), the Federal Deposit Insurance Corporation as 

Receiver for IndyMac succeeded to all rights, titles, powers and privileges ofindyMac, including 

those with respect to its assets; and the Federal Deposit Insurance Corporation as Receiver for 

AmTrust succeeded to all rights, titles, powers and privileges of Am Trust, including those with 

respect to its assets. 

Among the assets to which the FDTC-R succeeded were the Banks' claims, demands, and 

causes of action that are the subject of this Agreement; 

By letters dated August 20, 2013 the FDlC-R tendered notice of Closing Protection Letter 

Claims with respect to two loans closed by Kingdom Title Agency, Inc. (collectively, the 
11Ciaim"). FDfC-R is the sole owner of the Claim and warrants to be the only entity with 

standing to file the Claim; 

On July 9, 2014, the FDIC-R filed a complaint for money damages against the Settling 

Defendant in the United States District Court for the District of New Jersey, No. 14-CV-4317 

("Action"). The Settling Defendant has denied liability in the Action; and 

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

uncertainty aud expense of further litigation. 

NOW, TIIEREFORE, 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 I: Payment to FDIC-R 

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

agrees to pay the FDTC-R the sum of four hundred fifty thousand dollars ($450,000) ("the 

Settlement Payment") within thirty (30) days ofthe FDTC-R's execution and delivery ofthis 

Agreement to the Settling Defendant, and the Settling Defendant's receipt from Ellenoff 

Gmssman & Schole, LLP of a properly completed and executed IRS form W-9. 

B. The Settlement Payment shall be paid by check or checks payable to the Ellen off 

Grossman & Schole, LLP client trust account. In the event that the Settlement Payment is not 

timely delivered to the FDIC-R (via its counsel) within the timeframe required in subsection A 

above, interest shall acctue on all unpaid amounts at the rate of 5% per annum fi·om thirty (30) 

calendar days following the later ofthe date that the FDIC-R executes this Agreement and the 

date the Settling Defendant receives the completed and executed W-9 ti·om EllenoffGrossman & 

Schole, LLP until the date of payment 

C. lfthe FDIC-Rdoes 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 full (including all accrued interest) 

to: 

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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 •·ate 

calculated in accordance with 26 U.S.C. § 662l(a)(2); or 

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

jurisdiction in United States District Court for the· District ofNew Jersey 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 and move to vacate any dismissal order, to 

which the Settling Defendant agrees to consent and re-institute an action on the FDTC-R 's 

claims. The Settling Defendant further agrees to waive any defense based on any statute of 

limitations that would bar any ofthe FDTC-R's claims and waive all objections, defenses, claims 

or counterclaims, and covenants and agrees not to asse11 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 equity. 

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

acceptance of a p011ion of the Settlement Payment shall not prejudice the FDIC-R's dghts to take 

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

Settlement Payment (including al1 accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of ( 1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest> the FDIC-R 

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

hereto. 

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SECTION III: Releases 

A. The FDIC-R's Releases. 

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

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

Defendant and its heirs, executors, tmstees, administrators, agents, representatives, successors, 

and assigns, from any and al1 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 Claim or causes of action alleged in the Action. 

B. The Settling Defendant's Releases. 

Effective simultaneously with the release granted in Section TTLA above, the Settling 

Defendant, on behalf of itself and its heirs, executors, hustees, administrators, agents, 

representatives, successors, and assigns, hereby releases and discharges the FDIC-R, and its 

employees, officers, directors, representatives, successors and assigns, fi·om 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 Claim or causes of action alleged in the Action. 

C. Exceptions from Releases by FDJC-R. 

I. 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 FDJC-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 Bank; and 

b. ~gainst any person or ~J1tity no~ express!?' relea~~d .by ~~:f'P.I.S:~J3: ..... 

in this Agreement. 

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

Agreement shall be construed or interpreted as limiting, waiving, releasing, o1· 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 Depatiment of Justice, the United States Attorney's Office for any federal 

judicial district, or any other depa1iment or agency of the United States as defined by 18 U.S.C. § 

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

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

and 3663 et. gg., if appropriate. 

SECTION IV: Representations and Acknowledgements 

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

they are Parties hereto or are 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 Patiies and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel. Each Pat1y 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 V: Reasonable Cooperation 

TI1e Parties agree to cooperate in good faith to effectuate aJl the terms and conditions of . .. ... . . ......... ... . . . . ...... -.... -·· . -··· ... --·. ·---··· ....... . . ·-· . 

this Agreement, including doing, or causing theil' agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, tiling, recording, and enn-y, 

[472208/1] 5 

i '. 
(b )(6) _. 

of any documents necessary to conclude the Action and to otherwise perform the terms of this 

Agreement. 

SECTION VI: Other Matters 

A. No Admission ofLiabilit_y. The undersigned Patties 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 tem1s. 

B. Execution in Counterpa1ts. This Agreement may be executed in counterparts by 

one o•· more of the Parties and all such counterpalts when so executed shall together constimte 

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 State ofNew Jersey. 

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

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

Ifto the FDTC-R: Eric Weinstein, EllenoffGrossman & Schole, LLP, 1345 Avenue of 

the Americas, New York, NY 10105; Telephone (212) 370-1300; email: 

J ...... ·················· 

If to the Settling Defendant: Tamarah Brodsky, Fidelity National Law Group, 200 W. 

Cypress Creek Road, Suite 210, F01t Lauderdale, FL 33309; Telephone: (954) 465-2145; Email: 

(b)(6) I ............................. . ······································ ·······\i;;;····;;;;;;······;;;;;;······~······-------..1 

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

~gr~eme~_t_ ~~d und~rs.tandin~ -~~~ee~_and a~?"~-~h.e. Ult~ersigned ~a~~i.~s-~?nc~•:n.!ng the I?att~rs .............. . 

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 

[472208/l] 6 
(b )(6). 

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

representative( s ). 

P. 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 

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 rep1·esentatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR INDXMAC BANJ(. F.S.B. c:::-J. 

Date: ~ Z.ut~---- BY:-1 ·- I 

TITLE: Cc::;'->-N~6L 

PRINT NAME: ~o %> ea...'~\ <:f. ·fSA(LNAltt.:> 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

Date: ~l ZOI Co BY: I 

TITLE: LuW'\St,.\, ~l b•vi'SiU\"' 

PRINT NAME: SO..W'\Yt \ tS. L"'"L 

FIDELITY NATIONAL TITLE INSURANCE 

COMPANY 

Date: <fl}l /lh ----= -1--~~<bll§l 

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TITLE: Sv. V~~ v.~$JUl~w) 

BY: 

PRINTNAME: \:)A-v\D G-oLv-.€3 

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