SETTLEMENT AND RELEASE AGREEMENT 

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

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Indy Mac Bank, 

F.S.B. ("FDIC-R"); and Commonwealth Land Title Insurance Co. (the "Settling Defendant") 

(individually, the FDIC-R and the Settling Defendant may be refened to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

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

organized and existing under the laws of the United States; 

On July 11, 2008, the Office ofThrift Supervision closed the Bank and pursuant to 

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

accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, powers and 

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

Among the assets to which the FDIC-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject of this Agreement. 

By letter dated May 20,2014 the FDIC-R tendered notice of a Closing Protection Letter 

Claim on a loan closed by Sunny City Title Corp. ("Claim"). 

On July 8, 2014, the FDIC-R filed a complaint for money damages against the Settling 

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

the Southern District of Florida ("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 I: Payment to FDIC-R 

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

agrees to pay the FD C~R the sum of $275,000 ("the Settlement Amount") within thirty (30) 

days of the FDIC-R's execution of this Agreement, in settlement of the Action and the Settling 

Defendant's receipt of a properly filled out W ~9 from Stolzenberg, Gelles, Flynn & Arango, 

LLP. 

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

wire transfer to the FDIC-R. The wire shall be made to Stolzenberg Gelles Flynn & Arango, LLP 

client trust. In the event that the Settlement Payment is not delivered to the FDIC-R (via its 

counsel) within the timeframe required in subsection A above, interest shall accrue on all unpaid 

amounts at the rate of 5% per annum from thirty (30) calendar days following the date the FDICR executes 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, shaH 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. § 662l(a)(2); or 

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

jurisdiction in United States District Court for the Southern District of Florida 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 FDIC-R's 

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

2 
limitations that would bar any of the FDIC-R's claims and waive all objections, defenses, claims 

or counterclaims, and covenant 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 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 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 (1) full execuhon 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. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

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 and its heirs, executors, trustees, administrators, agents, 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 Claim or causes of action alleged in the Action. 

B. The Settling Defendant's Releases. 

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

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

representatives, successors, and assigns, hereby release and discharge the FDIC-R, and its 

employees, officers, directors, representatives, successors and assigns, from any and all claims, 

3 
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 fl-om Releases by FDIC-R. 

l. 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 Bank; and 

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

in this Agreement. 

2. Notwithstanding any other provision ofthis 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 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 

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

and 3663 et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

4 
A. Authorized Signatories. All of the undersigned persons represent and waiTant 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 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 V: Reasonable Cooperation 

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 tem1s ofthis 

Agreement. 

SECTION VI: 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 tenns. 

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. 

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

5 
according to applicable federal law, or in its absence, the laws of the State of Florida. 

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

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

If to the FDIC-R Josh Migdal, Stolzenberg Gelles Flynn & Arango, LLP, 1401 Brickell 

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

(b)(6) ................. ,1....- ......... ...... _ ... _. ____ __. 

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)_, __ _1,_ .. ~.~----

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

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

set fot1h 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 attorney(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 

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

[Continued on Page 7] 

6 
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 INDYMAC BANK, F.S.B. 

BY: 

TITLE: C c$ u "11\15 c.. { 

l 

PRINT NAME: r< \' c \a a v& 5 ._ (Q- ~ \\ 

COMMONWEALTH LAND TITLE INSURANCE CO . 

............................... (~)(~) 

BY: 

TITLE: s r · t/,'u f)rt:"./(' 'J~ A f. 

PRINT NAME: Hom-e I D vt v~ 11 

7