Having considered the Insurance Commissioner of the State of California's ex parte application for an order appointing him as Conservator of First American Title Company of Napa ("First American"), the Court rules as follows:

1.        The Commissioner is appointed as Conservator (Conservator) of First American and directing him to conduct the business of First American or so much thereof as he deems appropriate;
2.        The Conservator is authorized, in his discretion, to pay or defer payment of some or all proper claims, expenses, liabilities and obligations of First American, in whole or in part, accruing prior or subsequent to his appointment as Conservator;
3.        The Conservator is authorized to appoint and employ special deputies, estate managers, other professionals, clerks and assistants and to give each of them such power and authority as he may deem necessary and to compensate these persons from the assets of First American as he may deem appropriate;
4.        Joseph Holloway is appointed as Deputy Conservator empowered to carry out any and all duties and exercise the authority of the Conservator granted herein and the Insurance Code, and Scott Pearce is appointed as Conservation Manager empowered to carry out any and all duties and exercise the authority of the Conservator and Deputy Conservator, and such duties and authority as may be delegated by the Conservator and Deputy Conservator;
5.        The Conservator is authorized to assume or reject, or to modify, any executory contract, including without limitation, any lease, rental or utilization contract or agreement (including any schedule to any such contract or agreement), and any license or other arrangement for the use of computer software or business information systems to which First American is a party or as to which it agrees to accept an assignment of such contract. The Conservator is directed to effect any such assumption or rejection or modification of any executory contract not later than 120 days after the date of this Order, unless such date is extended by application to and further order of this Court. It is ordered that all executory contracts that are not expressly assumed by the Conservator shall be deemed rejected;
6.        The Conservator is authorized to take possession of all of the assets of First American, including books, records and property, both real and personal, accounts, safe deposit boxes, rights of action, and all such assets as may be in the name of First American, wherever situated;
7.        Title to all property and assets of First American, including deposits, securities, contracts, rights of actions, books, records, and other assets of every type and nature, including both those presently in First American's possession and those which may be discovered hereafter, wherever situated, is vested in the Commissioner in his official capacity as Conservator of First American and/or his successor in office, in his or her official capacity as Conservator, authorizing the Conservator to deal with the same in his own name as Conservator or in the name of First American, and enjoining all persons from interfering with the Conservator's possession and title thereto;
8.        The Conservator is granted all the powers of the directors, officers, and managers of First American, whose authorities are suspended except as such powers may be re-delegated by the Conservator;
9.        The Conservator is authorized to terminate compensation arrangements with employees, to enter into new compensation arrangements with employees, including arrangements containing retention incentives, and to hire employees on such terms and conditions as he deems reasonable;
10.        Except upon the express authorization of the Conservator, First American, its officers, directors, agents and employees are enjoined from transacting any of the business of First American, whether in the State of California or elsewhere, or from disposing of, using, transferring, selling, assigning, canceling, alienating, hypothecating, diminishing, impairing, waiving, limiting or concealing in any manner or in any way, or assisting any person in any of the foregoing, of the property or assets of First American or property or assets in the possession of First American, of any nature or kind, including intangible assets, tax assets and attributes, claims or causes of action, until further order of this Court and further, such persons are enjoined from obstructing or interfering with the Conservator's conduct of his duties as Conservator;
11.        All persons are enjoined from instituting, prosecuting, or maintaining any action at law or suit in equity, and matters in arbitration, including but not limited to actions or proceedings to compel discovery or production of documents or testimony and matters in arbitration, and from attaching, executing upon, redeeming of or taking any other legal proceedings against any of the property of First American, and from doing any act interfering with the conduct of said business by the Conservator, except after an order from this Court obtained after reasonable notice to the Conservator;
12.        First American and all officers, directors, agents and employees of First American are directed to deliver to, and immediately make available to, the Conservator all assets, books, records, accounts, tax returns, information, computers, tapes, discs, writings, other recordings of information, equipment and other property of First American, wherever situated, in said persons custody or control and further, directing the aforesaid to disclose verbally, or in writing if requested by the Conservator, the exact whereabouts of the foregoing items if such items are not in the possession custody or control of said persons;
13.        All officers, directors, trustees, employees or agents of First American, or any other person, firm, association, partnership, corporate parent, holding company, affiliate or other entity in charge of any aspect of First American's affairs, either in whole or in part, including but not limited to banks, savings and loan associations, financial or lending institutions, brokers, stock or mutual associations, or any parent, holding company, subsidiary or affiliated corporation or any other representative acting in concert with First American, shall cooperate with the Conservator in the performance of his duties;
14.        The Conservator is authorized to pay out of the funds and assets of First American all costs and fees incurred in preparing for, bringing and maintaining this action, including the reasonable expenses incurred by the California Department of Insurance prior to the filing of this application, and for such other actions and activities as are necessary to carry out his functions as Conservator. Such payments may include reimbursements for third-party advisory and consulting services incurred by an employee or consultant of the Regulatory Services Group in preparation for conservation of First American;
15.        The Conservator is authorized to pay all reasonable costs of taking possession of and conserving First American out of the funds and assets of First American;
16.        The Conservator is authorized to pay all reasonable costs of operating First American as Conservator (including direct and allocated direct costs, direct and allocated general and administrative costs and overhead, and all other allocated costs) out of any and all funds and assets of First American, and if there are insufficient funds, to pay for the costs out of the Insurance Fund pursuant to section 1035;
17.        All funds and assets, including certificates of deposit, bank accounts, and mutual fund shares of First American, in various financial depositary institutions, including but not limited to banks, savings and loan associations, industrial loan companies, mutual funds or stockbrokerages, wherever situated, shall be vested in the Conservator and subject to withdrawal upon his order only;
18.        All persons who maintain records for First American, pursuant to written contract or any other agreement, are ordered to maintain such records and to deliver to the Conservator such records upon his request;
19.        All agents of First American, and all brokers who have done business with First American, are directed to make all remittances of all funds collected by them or in their hands that are payable to First American directly to the Conservator;
20.        All persons having possession of any lists of policyholders or escrow holders of First American are directed to deliver such lists to the Conservator, and all persons are enjoined from using any such lists or any information contained therein without the consent of the Conservator;
21.        The Conservator is authorized to initiate such equitable or legal actions or proceedings in this or other states as may appear necessary to him to carry out his functions as Conservator;
22.        The Conservator is authorized to divert, take possession of and secure all mail of First American, in order to screen such mail, and to effect a change in the rights to use any and all post office boxes and other mail collection facilities used by First American;
23.        First American and its officers, directors, agents, servants, employees, successors, assigns, affiliates, and other persons or entities under their control and all persons or entities in concert or participation with First American, and each of them, shall turn over to the Conservator all records, documentation, charts and/or descriptive materials of all funds, assets, property (owned beneficially or otherwise), all books and records of accounts, title documents and other documents in their possession or under their control, which relate directly or indirectly to assets or property owned or held by First American or to the business or operations of First American, and all other assets of First American wherever situated;
24.        Except upon further order of the Court issued after a hearing in which the Conservator has received reasonable notice, all persons are enjoined from obtaining preferences, judgments, attachments or other liens, or making any levy against First American or its assets or property, from executing or issuing or causing the execution or issuance of any court attachment, subpoena, replevin, execution or other process for the purpose of impounding or taking possession of or interfering with or creating or enforcing a lien upon any property or assets owned or in the possession of First American or the Conservator, wherever situated, and from doing any act interfering with the conduct of said business by the Conservator;
25.        Except upon further order of the Court issued afier a hearing in which the Conservator has received reasonable notice, all persons are enjoined from accelerating the due date of any obligation or claimed obligation, from exercising any right of set-off, from taking, retaining, retaking or attempting to retake possession of any real or personal property, from withholding or diverting any rent or other obligation, from doing any act or other thing whatsoever to interfere with the possession of or management by the Conservator of the property and assets, owned or controlled by First American or in the possession of First American, from interfering in any way with the Conservator, or from interfering in any manner during the pendency of this proceeding with the exclusive jurisdiction of this Court over First American and its assets;
26.        Any and all provisions of any agreement as well as any amendments, assignments, or modifications thereto entered into by and between any third party and First American, including but not limited to financial guarantee bonds, promissory notes, loan agreements, security agreements, deeds of trust, mortgages, indemnification agreements, subrogation agreements, subordination agreements, pledge agreements, assignments of rents or other collateral, financial statements, letters of credit, leases, insurance policies, guaranties, escrow agreements, management agreements, real estate brokerage and rental agreements, servicing agreements, attorney agreements, consulting agreements, easement agreements, license agreements, tax sharing agreements, franchise agreements, or employment contracts that provide in any manner that selection, appointment or retention of a conservator, receiver or trustee by any court, or entry of any order deemed to be, or otherwise operate as, a breach, violation, event of default, termination, event of dissolution, event of acceleration, insolvency, bankruptcy, or liquidation, shall be stayed, and the assertion of any and all rights and remedies relating thereto shall also be stayed and barred, except as otherwise ordered by this Court, and this Court shall retain jurisdiction over any cause of action that has arisen or may otherwise arise under any such provision;
27.        The Conservator is authorized to invest and reinvest First American assets and funds in such a manner as he deems suitable for the best interest of First American creditors. However, no investment or reinvestment shall be made exceeding the sum of $100,000 without first obtaining permission of this Court, except the Conservator may make investments or reinvestments in excess of $100,000, but not exceeding $5,000,000 per investment or reinvestment, without prior approval if such investments or reinvestments are made pursuant to any provisions of the existing investment guidelines and investment programs of First American that the Conservator determines are prudent and appropriate to continue. Such investment guidelines shall be applicable only to non-pledged and or unencumbered assets in the estate;
28.        The Conservator is authorized to pay such priority liabilities during conservation as the Commissioner, as statutory conservator, shall determine appropriate and to immediately reserve against the full payment of such expenses; and
29.        All persons are enjoined from the waste of the assets of First American.

IT IS SO ORDERED.