SETTLEMENT AGREEME AND RELEASES 

This Settlement Agreement and Releases (the "Settlement Agreement") is between the 

Federal Deposit Insurance Corporation, solely in its capacity as Receiver for Washington Mutual 

Bank (the "Receiver"),Rcsourcc Title Inc. ("Resource Title"), Pawel "Paul" Wcislo (’Weislo"), 

Cesar Gaitan ("Gaitan"), and Title Industry Assurance Company, R.R.G. (’TIC"). All of the 

aforementioned named entities and individuals may be, from time to time herein, referred to as 

the "Parties." 

RECITALS 

A. Resource Title provided owners and loaders with real estate closing loan closing, 

title and escrow services in connection with the purchase, sale, financing and re-financing of 

real estate. Gaitan and Wcislo were shareholders, officers, directors and/or employees of 

Resource Title and conducted and were responsible for the day to day activities of Resource 

Title. Under an Issuing Agency Agreement between Resource Title and Ticor Title Insurance 

Company ("Ficor"), Resource Title received and processed applications for title insurance and 

issued policies of title insurance as Ticor’s agent. On April 9, 2007, Ticor terminated the 

Agency Agreement and the Illinois Department of Financial and Professional Regulation 

revoked Resource Title’s license to operate as a title agent. 

B. Washington Mutual Bank (’Washington Mutual") filed a lawsuit in the Law 

Division of the Circuit Court of Cook County, illinois now captioned The Federal Deposit 

Insurance corporation, solely in its capacity as receiver of Washington Mutual Bank v. 

Resource 77t/e, Inc., et aL, No. 07-L-8485 (the "Lawsuit"). The Lawsuit was filed against 

Resource Title, Gaitan, and American Equity Financial Group, Inc. The Lawsuit alleges that, on 

May 2, 2007, Washington Mutual wired over $120,000 in loan funds (the "Hernandez Loan") to 

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Resource Title for a loan closing that Resource Title was not, in fact, handling, and that Resource 

Title and Gaitan ignored Washington Mutual’s subsequent demands to return those funds and 

instead misappropriated those fluids for their own use. The Lawsuit asserts a claim for unjust 

enrichment against Resource Title and a claim for violation of the Business Corporation Act of 

1933 against Gaitan. The claim against American Equity Financial Group, Inc. was previously 

dismissed pursuant to a settlement (the "American Equity Settlement"). 

C. On July 1, 2010,thc Court in the Lawsuit entered default judgments in favor of 

the Receiver and against Resource Title and Gaitan (the "Judgments"). 

D. TIAC issued Abstractors, Title Insurance Agents and Escrow Agents Professional 

(b)(4) Liability insurance Policy Numbeti Ifor the policy period May 2, 2006 through 

May 2, 2007 (the "2006-07 Policy"). TIAC issued Abstractors, Title Insurance Agents and 

(b)(6) 

Escrow Agents Professional Liability Insurance Policy Number for the policy 

period May 2, 2007 through May 2, 2008 (the "2007-08 Policy"). On June 24,2008, TIAC 

rescinded the 2007-08 Policy based on Resource Title’s failure to update its application with 

material information. TIAC filed a declaratory judgment action in the Chancery Division of the 

Circuit Court of Cook County Illinois captioned Title Indusipy Assurance Co., RIG. V. 

Resource Title, Inc at aL, No. 08-CH-43386 (the ’Declaratory Judgment Action"). The 

Declaratory Judgment Action seeks confirmation of TIAC’s rescission of the 2007-08 Policy, a 

declaratory judgment that no covera ge is provided for the Lawsuit, and also a declaratory. 

judgment based on other coverage issues relating to both the 2006-07 and 2007-08 Policies 

regarding various claims involving Ticor. 

B. On April 21, 2010, Resource Tille,Gaitan, Wcislo, TIAC, and Ticor entered into 

a settlement with respect to, among other things, those claims in the Declaratory Judgment 

Page 2 of 12 
Action involving Ticor (the "Ticor Settlemcnt’). Nothing in this Settlement Agreement is 

intended to expand, limit, amend, or otherwise modify any of the terms of the Ticor Settlement 

or any of the documents executed in connection with the Ticor Settlement 

F. The Parties desire to settle and compromise the obligations, disputes, and claims 

asserted, or which could have been asserted, in the Lawsuit or the Declaratory Judgment Action, 

and which have not previously been resolved by the American Equity Settlement or the Ticor 

Settlement. 

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the Receiver, Resource Title, Gaitan, Wcislo, and TIAC hereby agree as 

follows: 

AGREEMENT 

This Settlement Agreement represents a compromise and is not to be construed 

either as an admission of wrongdoing by Resource Title, Wcislo, Gaitan, or the Receiver, or as 

an admission by TIAC that any coverage is provided to Resource Title, Wcfslo, or Gaitan under 

the 2006-07 or 2007-08 Policies or as an admission by the Receiver that coverage does not exist 

for Resource Title, Wcislo, or Gaitan wider the 2006-07 or 2007-08 Policies. This Settlement 

Agreement is made solely to resolve and settle the disputes alleged, or which could have been 

alleged, in the Lawsuit or the Declaratory Judgment Action, and which have not previously been 

resolved by the American Equity Settlement or the Ticor Settlement. 

I. Settlement Payment 

2. Within thirty days after execution of this Settlement Agreement by all of the 

Parties, TIAC shall cause to be tendered a lump sum payment of $25,000 to the Receiver (the 

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"Settlement Payment). The Receiver agrees to accept $25,000 as full and final satisfaction of 

all claims against Resource Title and Gaitan in the Lawsuit, and all claims in the Declaratory 

Judgment Action. 

II. Agreement Not to Enforce the Judgments 

3. The Receiver agrees to accept the Settlement Payment as full and final 

satisfaction of the Judgments. The Receiver will take no action to enforce, record, or assign the 

Judgments, and will not attempt to collect any funds from Resource Title, Gaitan, or TIAC 

pursuant to the Judgments. Counsel for the Receiver shall execute the Satisfaction of Judgments, 

which is attached hereto as Exhibit 1. Within 10 days after the receipt of the Settlement Payment 

by the Rcceiver, counsel for the Receiver shall file the executed Satisfaction of Judgments with 

the Court 

Ill. Dismissal of the Declaratory Judinent Action 

4. Contemporaneous with the execution of this Settlement Agreement, counsel for 

TIAC, the Receiver, Wcislo, Gaitan, and Resource Title shall execute the Stipulation of 

Dismissal of the Declaratory Judgment Action, which is attached hereto as Exhibit 2. Within 10 

days after the receipt of the Settlement Payment by the Receiver, counsel for TIAC shall file the 

executed Stipulation of Dismissal with the Court and cause all remaining claims in the 

Declaratory Judgment Action to be dismissed, with prejudice and without costs. 

1V. Releases 

5. The Receiver, including any of its past, present and future parents, subsidiaries, 

affiliates, predecessors, successors, and assigns, unconditionally releases, acquits, extinguishes, 

and forever discharges any right; cause of action, or claim of any kind or nature whatsoever, 

known or unknown, against Gaitan and Resource Title, including any of its past, present, or 

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future parents, subsidiaries, affiliates, predecessors, successors, and assigns, together with and all 

of its former and present officers, directors, representatives, agents, attorneys, and employees, in 

any way relating to: (1) the Hernandez Loan, (2) the claims asserted, or which could have been 

asserted, in the Lawsuit, and (3) the claims asserted, or which could have been asserted, in the 

Declaratory Judgment Action. This release includes, but is not limited to, any claim for 

compensatory or punitive damages, attorneys’ fees, costs, interest, and any other legal or 

equitable remedy, whether based upon common law or any federal, state, or local statute or 

ordinance. 

6. The Receiver, including any of its past, present and future parents, subsidiaries, 

affiliates, predecessors, successors, and assigns, unconditionally releases, acquits, extinguishes, 

and forever discharges any right, cause of action, or claim of any kind or nature whatsoever, 

known or unknown, against TIAC, including any of its past, present and flaure parents, 

subsidiaries, affiliates, predecessors, successors, assigns, and members, together with and all of 

its former and present officers, directors, representatives, agents, attorneys, and employees, in 

any way relaxing to: (1) the Hernandez Loan, (2) the claims asserted, or which could have been 

asserted, in the Lawsuit, (3) the claims asserted, or which could have been asserted, in the 

Declaratory Judgment Action, and (4) the 2006-07 and 2007-08 Policies. This release includes, 

but is not limited to, any claim for compensatory or punitive damages, attorneys’ fees, costs, 

interest, and any other legal or equitable remedy, whether based upon common law or any 

federal, state, or local statute or ordinance. The release contained herein is not intended to be 

and is not a general release by the Federal Deposit Insurance Corporation of TIkC since there 

maybe other transactions or business dealings between the Federal Deposit Insurance 

Corporation and TIAC, known or unknown, arisen or not yet arisen, that do not relate to, connect 

Page 5 of 12 
with or arise out of the dispute with Resource Title or Gaitan, the 2006-07 Policy, the 2007-08 

Policy, the subject matter of the Lawsuit or the subject matter of the Declaratory Judgment 

Action. 

7. Gaitan and Resource Title, including any of its past, present and future parents, 

subsidiaries, affiliates, predecessors, successors, and assigns, together with and all of its former 

and present officers, directors, representatives, agents, attorneys, and employees, unconditionally 

release, acquit, extinguish, and forever discharge any right, cause of action, or claim of any kind 

or nature whatsoever, known or unknown, against the Receiver, including any of its past, 

present, or future parents, subsidiaries, affiliates, predecessors, successors, and assigns, together 

with and all of its former and present officers, directors, representatives, agents, attorneys, and 

employees, in any way relating to: (1) the Hernandez Loan, (2) the claims asserted, or which 

could have been asserted, in the Lawsuit, and (3) the claims asserted, or which could have been 

asserted, in the Declaratory Judgment Action. This release includes, but is not limited to, any 

claim for compensatory or punitive damages, attorneys’ fees, costs, interest, and any other legal 

or equitable remedy, whether based upon common law or any federal, state, or local statute or 

ordinance. 

S. Gaitan, Woislo, and Resource Title, including any of its past, present and future 

parents, subsidiaries, affiliates, predecessors, successors, and assigns, unconditionally release, 

acquit, extinguish, and forever discharge any tight, cause of action, or claim of any kind or 

nature whatsoever, known or unknown, against TIAC, including any of its past, present and 

future parents, subsidiaries, affiliates, predecessors, successors, assigns, and members, together 

with and all of its former and present officers, directors, representatives, agents, attorneys, and 

employees, in any way relating to: (1) the Hernandez Loan, (2) the claims asserted, or which 

Page 6 of 12 
could have been asserted, in the Lawsuit, including the manner in which those claims were 

handled, and () the claims asserted, or which could have been asserted, in the Declaratory 

Judgment Action relating to the Hernandez Loan, the Lawsuit, or Washington Mutual. This 

release includes, but is not limited to, any claim for compensatory or punitive damages, 

attorneys’ fees, costs, interest, and any other legal or equitable remedy, whether based upon 

common law or any federal, state, or local statute or ordinance. This Release does not, in any 

way, affect TIAC’s position that the 2007-08 Policy has been rescinded, nor does it alter, 

modi1’, or in any way limit any term of either the settlement agreement executed in connection 

with the Ticor Settlement, or the Confirmation of Rescission and Policy Release executed by 

TIAC, Resource Title, Wcislo, and Gaitan in connection with the Thor Settlement 

9. TIAC, including any of its past, present and future parents, subsidiaries, 

affiliates, predecessors, successors, members, and assigns, unconditionally releases, acquits, 

extinguishes, and forever discharges any right, cause of action, or claim of any kind or nature 

whatsoever, known or unknown, against the Receiver, including any of its past, present, or future 

parents, subsidiaries, affiliates, predecessors, successors, and assigns, together with and all of its 

former and present officers, directors, representatives, agents, attorneys, and employees, in any 

way relating to: (I) the Hernandez Loan, (2) the claims asserted, or which could have been 

asserted, in the Lawsuit, (3) the claims asserted, or which could have been asserted, in the 

Declaratory Judgment Action, (4) the 2006-07 and 2007-08 Policies. This release includes, but 

is not limited to, any claim for compensatory or punitive damages, attorneys’ fees, costs, interest, 

and any other legal or equitable remedy, whether based upon common law or any federal, state, 

or local statute or ordinance. The release contained herein is not intended to be and is not a 

general release by TIAC of the Federal Deposit Insurance Corporation since there may be other 

Page 7 of 12 
transactions or business dealings between TIAC and the Federal Deposit Insurance Corporation, 

known or unknown, arisen or not yet arisen, that do not relate to, connect with or arise out of the 

dispute with Resource Title or Gaitan, the 2006-07 Policy, the 2007-08 Policy, the subject matter 

of the Lawsuit or the subject matter of the Declaratory Judgment Action. 

10. TIAC, including any of its past, present and future parents, subsidiaries, 

affiliates, predecessors, successors, members, and assigns, unconditionally releases, acquits, 

extinguishes, and forever discharges any right, cause of action, or claim of any kind or nature 

whatsoever, known or unknown, against Wcislo, Gaitan and Resource Title, including any of its 

past, present, or future parents, subsidiaries, affiliates, predecessors, successors, and assigns, 

together with and all of its former and present officers, directors, representatives, agents, 

attorneys, and employees, in any way relating to: (I) the Hernandez Loan, (2) the claims 

asserted, or which could have been asserted, in the Lawsuit, and (3) the claims asserted, or which 

could have been asserted, in the Declaratory Judgment Action relating to the Hernandez Loan, 

the Lawsuit, or Washington Mutual. This release includes, but is not limited to, any claim for 

compensatory or punitive damages, attorneys’ fees, costs, interest, and any other legal or 

equitable remedy, whether based upon common law or any federal, state, or local statute or 

ordinance. This Release does not, in anyway, affect TIAC’s position that the 2007-08 Policy 

has been rescinded, nor does it alter, modi’, or in any way limit any term of either the 

settlement agreement executed in connection with the Ticor Settlement, or the Confirmation of 

Rescission and Policy Release executed by TIAC, Resource Title, Wcislo, and Gaitan in 

connection with the Ticor Settlement. 

Fags 8 of 12 
V. Additional Provisions 

11. The Recitals set forth above are made a part of the Agreement portion of this 

Settlement Agreement and this Settlement Agreement shall be construed in conformity with the 

Recitals. 

12. This Settlement Agreement shall be binding upon and shall inure to the benefit 

of, and its provisions shall in all respects apply to, the Parties hereto and their respective heirs, 

representatives, successors and assigns. -

13. If any provision of this Settlement Agreement shall in any way be or become in 

violation of or prohibited by valid applicable laws, judgments, decrees, or public policy of any 

applicable jurisdiction, such provision, if severable from other provisions in this Settlement 

Agreement, shall be, as to the applicable jurisdiction only, ineffective and void solely to the 

extent of such violation or prohibition, but shall in no way invalidate or otherwise afŁct any of 

the remaining provisions of this Settlement Agreement, which shall remain effective. 

14. The Parties warrant that the persons executing this Settlement Agreement on 

their behalf arc fully authorized and empowered under their governing instruments and 

resolutions to enter into the terms and conditions of this Settlement Agreement and to execute 

the same on behalf of each of the Parties. 

15. This Settlement Agreement may be executed by the Parties in separate 

counterparts, each of which when so executed and delivered shall be deemed to be anoriinai 

and all of which taken together shall constitute one and the same instrument. This Settlement 

Agreement shall become effective upon signature by all of the Parties to this Settlement 

Agreement. 

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16. No statements, promises or representations have been made by any Party to any 

other Party, or are relied upon, and no consideration has been or is offered, promised, expected 

or held out, other than as stated in this Settlement Agreement No conditions precedent to the 

effectiveness of this Settlement Agreement exist which have not been satisfied. There are no 

other oral or written agreements concerning the matters contained in this Settlement Agreement 

other than the agreements and documents specifically referenced herein. All prior agreements, 

discussions and negotiations have been and are merged and integrated into, and superseded by, 

this Settlement Agreement, except that this Settlement Agreement does not in way modify or 

supersede any term of the American Equity Settlement or the Ticor Settlement. 

17. The Parties acknowledge that they have read and understand this Settlement 

Agreement and that this Settlement Agreement may not be altered, modified or changed in any 

manner except by a writing duly executed by all Patties to this Settlement Agreement. 

18. This Settlement Agreement shall be governed and construed in accordance with 

the laws of the State of Illinois. The Parties agree that any action to enforce this Settlement 

Agreement shall be brought in the Circuit Court of Cook County, Illinois or the United States 

District Court for the Northern District of Illinois, Eastern Division. 

[Remainder of page intentionally left blank] 

Pap 10 of 12 
N WITNESS WHEREOF, the Parties have duly executed this Settlement Agreement as 

set forth below. 

Subscribed and sworn to before me this 

day of ,2010. 

U( b 6 )

---_-

Notary Public 

My commisonep*s; - -

Subscribed and sworn to before me this 

,2n1 dayofl tL .2010. 

(b)(6) 

commission expires: 

JUDY M. HILTON 

NOTARY PUBLIC 

DISTRICT OF COLUMBIA 

My aiimIiebi Expns Jve 30, Q12 

Subscribed and sworn to before me this 

dayof ,2010. 

Notary Public 

My commission expires: 

FOR THE FDIC, SOLELY IN ITS CAPACITY AS 

RECEIVER FOR WASHINGTON MUTUAL 

BANK 

ITS: 

FOTITLE INDUSTRY ASSURANCE 

COMPANY, R.R.G. 

ITS: 67 vP1 

FOR RESOURCE TITLE, INC. 

ITS: 

Page II of 12 
IN WITNESS WHEREOF, the Parties have duly executed this Settlement Agreement as 

set forth below. 

Subscribed and sworn to before rue this 

day of 0 2010. 

Notary Public 

My. coxnmi ssion expires: 

Subscribed and sworn to before me this 

______day of .2010. 

(b)(6) 

Notary Public -

My commission expires: 

(b)(6) -

Subscribed and sworn to before me this 

dayof Al. e,are 9 2010. 

Notary PubJi 

My commission expires: 

(b)(6) 

i’ 1. 1 , 

FOR THE FDIC, SOLELY IN ITS CAPACITY AS 

RECEIVER FOR WASHINGTON MUTUAL 

BANK 

ITS: 

FOR TITLE INDUSTRY ASSURANCE 

COMPANY, R.R.G. 

ITS: 

FOR RESOURCE TITLE, INC. 

ITS: 

CIFFICEAL SEAL Imij 

Page 11 of 12 
(b)(6) 

PAWEL "PAUL" WCISLO 

Subscribed and sworn to before me this 

day of iJo/e,Iłi& .2010. _______ 

(b)(6) 

7NOTARY STATE OF LUNOS

EIRESOTJ2Th3 

NothiyPubIil ’ 

My commission expires: (b)(6) 

CESAaVh "J 

Subscribed and sworn to before me this 

(,1h dayofAoyco 4ant .2010. 

(b)(6) -

OFFICLAL SEAL Notary P1io I 

My commission expires: -7 (A7/13 OJS 

fl3 

[ME 

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