RELEASE.AND SETTLEMENT OF ALL CLAIMS 

This i~ a Release and Settlement of All Claims ("Agreement''), dated as of the last date 

below, by ~d among Federal Deposit Insurance Corporation, as a Receiver for lndyMac Bank, 

F.S.B. ("FDIC"), and Success Title Services, Inc. ("Success Title''), collectively referred to 

herein as the "Parties." 

BACKGROUND 

Whereas, IndyMac Bank, F.S.B ("lndyMac") financed a real property purchase 

transaction, funding a primary and secondary mortgage loan secured by the property located at 

1621 Dodge Avenue, Evanston, Illinois (the·•·subject Transaction"). 

Whereas, Success Title perfonned title, escrow, and closing services in Connection with 

the Subject Transaction (the "Closing Services"). 

Whereas, FDIC filed a complaint in the United States District Court for the Northern 

District of Dlinois against Success Title, in an action titled Federal Deposit Insurance 

Corporation, as Receiver for IndyMac Bank, F.S.B. v. Success Title Services, Inc. (Case No. 09­

CV-04867) (the .. Lawsuit"). 

Whereas, Success Title filed a third-party complaint in the Lawsuit, seeking contribution 

against William Grba & Associates, Inc. ("Grba") and others. 

Whereas, FDIC has reached a compromise and settlement, separate from this Agreement, 

as to all claims against Grba. 

Whereas, Success Title denies the allegations contained jn the Lawsuit. 

The Parties have agreed, without concession of liability or fault, to compromise all 

disputes between and among them relating thereto on the terms set forth below. 

AGREEMENT 

In consideration of the mutual promises and covenants contained herein and for other 

valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties by 

execution ofthis Agreement, the Parties agree as follows: 

1. Success Title shall pay FDIC the sum of One Hundred Thousand Dollars 

($100,000.00) (the "Settlement Payment'~. The Settlement Payment shall be made payable to 

"RJ Landau Partners PLLC, Attorneys for FDIC as Receiver for IndyMac Bank, F.S.B." within 

fifteen (15) days of receipt by Success Title's counsel of a properly and fully executed 

Agreement by FDIC. The Settlement Payment represents full settlement and release of all 

claims by and between the Parties in relation to the Subject Transaction, the Closing Services, 

and/or the Lawsuit including but not limited to any and all claims for attorney's fees and costs. 

2. As a condition of settlement, Success Title shall not object to FDIC's settlement 

with Grba or otherwise challenge the settlement amount. Success Title shall further, through 

counsel, execute a dismissal with prejudice and without any costs or attorney's fees to any party 

regarding Success Title's third-party claims against Grba. 

3. As consideration of the Settlement Payment, FDIC, and its administrators, 

assigns, successors, predecessors, representatives, agents, subsidiaries, affiliates, directors, 

officers, and employees, release and forever discharge Success Title and all of its affiliates and 

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related entities and companies, and each of their agents, servants, employees, attorneys, 

subsidiaries, parents, affiliates, directors, officers, administrators, predecessors, successors, 

representatives, fiduciaries, assigns, and insurers, including ProAssurance Specialty Insurance 

Co., Inc. and Mid-Continent General Agency, Inc., and each and every one ofthem from any and 

all claims, actions, demands, damages, expenses, and compensation whatsoever arising from or 

related to the Subject Transaction and/or the Closing Services, the Lawsuit, and any of the claims 

FDIC has or could have asserted in the Lawsuit. 

4. The Parties, through counsel, shall execute a dismissal with prejudice and without 

any costs or attorney's fees to any party regarding all claims in the Lawsuit between the Parties. 

5. FDIC acknowledges that this Agreement covers claims and causes of action 

whether they be under theories of tort, contract, statute or otherwise. FDIC further 

acknowledges that this Agreement covers claims for any form of damages, whether 

compensatory, punitive, statutory or otherwise, and includes claims and causes of action for all 

forms of costs, fees, benefits or expenses, which accrued or may accrue in the past, present or 

future based upon facts that existed as of the date of this Agreement. FDIC further 

acknowledges that it may discover facts and legal theories in addition to or different from those 

of which it is now aware. Claims, causes of action and suits arising out of any or all matters 

released herein that are based upon facts or legal theories unknown as of the date of this 

Agreement are barred by this Agreement. FDIC further waives the right to rely upon any statute, 

rule or common-law doctrine which precludes the release of claims, causes of action, or suits 

arising from facts which are not known or are different from those known when the release is 

executed. 

6. FDIC warrants it is th.e sole party authorized to pursue the claims asserted in the 

Lawsuit, and that it has made no assigrunent of any of those rights, and that there are no liens 

asserted against any ofthose rights or the Settlement Payment. 

7. Neither this Agreement nor any of its provisions, terms, or conditions constitute 

an admission ofliability or wrongdoing on the part of the Parties and neither this Agreement nor 

any of its provisions, terms, or conditions shall be construed as an admission of liability or 

wrongdoing or may be offered or received in evidence in any action or proceeding as evidence of 

admission of liability or wrongdoing. 

8. All of the agreements, covenants, representations and warranties between the 

Parties, express or implied, oral and written, concerning the subject matter of this Agreement are 

contained · in this Agreement. All prior and contemporaneous conversations, negotiations, 

agreements, representations, covenants, and warranties concerning the subject matter of this 

Agreement are merged into this Agreement. The Parties agree that no party shall be bound by or 

liable to any other in any manner for representations, statements, or warranties that ·are not 

expressly set forth herein, and that no promises or inducements have been made except for as set 

forth herein and that the Parties sign this Agreement in reliance only upon the statements and 

representations cOntained herein. 

9. This Agreement may not be modified except by agreement of all the Parties in 

writing duly executed by all the Parties. 

10. The Parties represent and warrant that there has been no assignment, negotiation, 

hypothecation or other transfer or alienation of any cause of action, or of any other rights, 

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obligations, liabilities, demands or claims existing between the Parties or which could be 

asserted by the Parties in the Lawsuit. 

11. Electronic or facsimile transmission of a signed Agreement shall constitute receipt 

ofan original signed Agreement by mail. 

12. This Agreement may be executed in counterparts, each of which shall be deemed 

an original, but all ofwhich, taken together, shall constitute one and the same agreement. 

13. This Agreement shall be governed by the internal laws of the State of Illinois 

without regard to conflict oflaw principles. 

14. The Background section above is an integral part ofthis Agreement and is hereby 

incorporated and made a part hereof as though fully set forth herein. 

15. This Agreement is supported by good and valuable consideration, the receipt and 

sufficiency ofwhich are hereby acknowledged. 

SIGNATURES APPEAR ON FOLLOWING PAGES 

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(b)(6) (b)(6) 

Date:.___%_---=-/~f-~-'-lr___ 

.... 

a:FICIAL SEAL 

HARRIET MILLER 

NOTARY PUBLIC· STATE OF ILUHOlS 

MY COMMISSION EXPIRES:07117/13 

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--~~--- ----·-------------~-------·-·-··-- ---·--·­
IN WITNESS WHEREOF, the Parties hereto have affixed, or caused to be affixed, their 

respective sJgnature8, in execution ofthis Agreement. 

Authorized Representative: SUBSCRIBED and SWORN to 

fore me this K day of 

Federal Deposit Insurance Corporation, as JC\ .. 2011 

(b}(6) .l{_ec~er forlndyMac Bank, F .S.D. 

(b)(6) 

m-IL.__.-­

Date: '% - \ <A - l{ 

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