(b)(2) 

L I t-'t) N- L..__l------~' 

RELEASE AND SETTLEMENT AGREEMENT 

This Release and Settlement Agreement ("Agreement") is entered into by and between 

'D Federal Deposit Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB ("FDIC') 

and Ticor Title Insurance Company of Florida ("Ticor") with respect to the claims made in the 

case captioned Federal Deposit Insurance Corporation, as Receiver for lndyMac Federal Bank, 

FSB v. Great Lakes Broker Funding, LLC, eta/., Genesee County Circuit Court Case No. 06­

83931-CZ (the "Litigation"). The Agreement is effective on the date that all parties have 

executed the Agreement (the "Effective Date"). 

RECITALS 

WHEREAS, IndyMac Bank, F.S:B ("lndyMac") funded mortgage loans to individual 

borrowers Douglas Anderson, Dale Burke, Paul and Rebecca Coulson, Charles D. Craft, Colin 

Kukavica, Marco Maniaci, Kevin Murray, Gregory Pelc, Johnnie B. Rogers, Ronald Todd, 

Michael Washington, an~ Richard M. Willibey to finance the acquisition of vacant single-family 

residential lots (the "Subject Loans"); 

WHEREAS, Title Michigan Agency, Inc. closed the mortgage loan transactions for the 

Subject Loans (the "Subject Closings"); 

WHEREAS, Ticor issued Closing Protection Letters covering the Subject Closings and 

Loan Policies ofTitle Insurance insuring lndyMac 's mortgages securing the Subject Loans; 

WHEREAS, JndyMac asserted claims in the Litigation against Ticor based on the Subject 

Closings and the Loan Policies of Title Insurance insuring JndyMac 's mortgages securing the 

Subject Loans; 

WHEREAS, FDIC is entitled to pursue the claims asserted in the Litigation by IndyMac 

and collect any recovery based on such claims; 
WHEREAS, Ticor expres~lX denies any liability relating to the asserted claims in the 

Litigation; and 

WHEREAS; to avoid any further expense of litigation, the parties voluntarily enter into 

this Agreement. 

In consideration of the above and for such other good and valuable consideration, the 

sum and sufficiency of which is hereby acknowledged and based on the mutual promises and 

conditions contained herein, the parties agree as follows: 

1. Recitals. The above Recitals are incorporated herein by reference and made a 

part of this Agreement. 

2. Dismissal and Release. FDIC and Ticor, through counsel, shall execute a 

dismissal with prejudice and without any costs or attorney's fees to any party regarding all 

claims in the Litigation between Ticor and FDIC. 

For and _in con~ideration of the total payment of $220,000 (Two Hundred Twenty 

Thousand Dollars) by Ticor, paid by a check drawn on the· Trust Account of Barnes & 

Thornburg LLP, payable to "The Federal Deposit Insurance Corporation, as Receiver for 

IndyMac Federal Bank, FSB," within fifteen (15) days ofthe Effective Date, and in consideration 

of the terms and conditions of this Agreement, FDIC, its officers, directors, shareholders, 

employees, agents, affiliates, successors and assigns, jointly and severally do absolutely and 

unconditionally release Ticor, and Ticor's officers, directors, shareholders, members, insurers, 

employees, owners, agents, affiliates, successors, fiduciaries, and assigns, jointly and severally, 

from any and all claims, demands, actions or causes of action, of whatever nature or description, 

known or unknown, now existing or hereafter acquired, and whether or not asserted in the 

Litigation, which FDIC had, has, claims to have, or may hereafter acquire against Ticor, arising 

2 
out of the events and transaction_s. :Which were or are the subject matter of the Litigation, or 

otherwise relating to the Subject Loans or Subject Closings. 

3. Express Reservation from Releases. Nothing in this Agreement waives any 

claim, cause of action, or any rights to contribution or other claims held by the parties, existing 

currently or arising in the future, against any other individual or entity not expressly released by 

this Agreement, including but not limited to any other party in the Litigation. 

Notwithstanding any other provision, by this Agreement, FDIC does not release, and 

expressly preserves fully and to the same extent as if the Agreement had not been executed, (a) 

any claims or causes of action held by FDIC, existing currently or arising in the future, against 

Lawyers Title Insurance Corporation that arise from or relate to the facts and circumstances 

alleged in the Litigation, or (b) any claims or causes of action that do not arise from or relate to 

the facts and circumstances alleged in the Liti"gation, or the defense of the same. 

4. Attorney's Fees and Costs. Each party shall bear its own attorney's fees and 

costs with respect to the Litigation. 

5. Amendment. This Agreement may not be amended or modified at any time 

except by any instrument in writing executed by all ofthe parties hereto. 

6. Execution. This Agreement may be executed in two or more counterparts, each 

of which shall be deemed an original, but all of which together shall constitute one in the same 

instrument. The parties also agree that, without receiving further consideration, they will sign 

and deliver such documents and do anything else that is reasonably necessary in the future to 

make the provisions of this Agreement effective. 

7. Governing Law. This Agreement shall be governed by and construed in 

accordance with Michigan law (excluding any conflict of laws rule or principle that might refer 

3 

the governance or construction of tpis Agreement to the law of another jurisdiction). Nothing in 

this Agreement shall require any unlawful action or inaction by any party hereto. 

8. Severability. If any portion of this Agreement is found to be unenforceable, the 

parties desire that all other ·portions that c~m be separated from the unenforceable portion or 

appropriately limited in scope shall remain fully valid and enforceable. 

9. Representation. No representation or warranty has been made by or on behalf of 

any party to this Agreement (or any officer, director, employee or agent thereof) to induce any 

other party to enter into this Agreement or to· abide by or consummate any transactions 

contemplated by any terms of this Agreement, except representations and warranties, if any, 

expressly set forth herein. In entering into this Agreement, the parties hereto represent that they 

have proceeded with the advice of an attorney of their own choice, that they have read the tenns 

of this Agreement, that the tenns of this Agreement have been completely read and explained to 

the parties by their attorney, and that those tenns are fully understood and voluntarily accepted 

by the parties. 

10. Integrated Agreement. This Agreement sets forth the entire understanding 

between the parties concerning the subject matter of this Agreement and incorporates all prior 

negotiations and understandings. There are no covenants, promises, agreements, conditions or 

understandings, either oral or written, between them relating to the subject matter of this 

Agreement other than those set forth herein. 

11. AuthOrity. Each person signing this Agreement on behalf of any entity warrants 

or represents that he/she has the full and complete authority to enter into this Agreement on 

behalf ofthat entity. 

4 

(b)(6) 

The parties to this Agreement have executed this Agreement as of the date indicated by 

each party's signature. 

Federal Deposit Insurance Corporation, as 

Receiver for Indy Mac Federal Bank FSB 

B~: IL______ _______JL 

Name: R \ c:.. \,.4,,1 S... U ~ \( 


Title: Co UN ~;e_ \ 


Date: 2- ~I.- .J_Q \d 


Ticor Title Insurance Company ofFlorida 


By: 


Name: Susan E. Woods 


Title: Senior Vice President and Associate General Counsel 


Date: February_, 2010 


5 

(b)(6) 

The parties to this Agreement have executed this Agreement as of the date indicated by 

each party's signature. 

Federal Deposit Insurance Corporation, as 

Receiver for IndyMac Federal Bank FSB 

By: 

Nwn~-----------------------

Title: 

Date: 

TicorTide Insilrance Company of Florida ByJ ... -..... u . . I

Nwne: Susan E. Woods 

Title: Senior Vice President and Associate General Counsel 

Date: Febnwy/8, 2010 

5