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 terms
of this Agreemeni, that the terms of this Agreement have been completely read and explained to
the parties by their attorney, and that those terms are fully understoad and voluntarily accepted
by the parties.

14. 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 of that entity.

18. Titles and Captions. The section titles and captions contained in this Agreement
are inserted only for convenience and reference and shall not be construed to define, limit, or
extend the scope of this Agreement or the intent of any of its provisions.

IN WITNESS WHERECF, the parties to this Agreement bave executed this Agreement as

of the date indicated by each party’s signature.

Federal Deposit Insurance Corporation, as
Receiver for IndyMac Bank, F.S.B.

By:

Name: N KS :)

Title: Ce Un se. \
Date: S~ANT-\

Release and Setilement Agreement: 09-ev-12614 (FDIC v. FATCO and TICO}
Page 5 of 6

(b}(6)


9, 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. Additionally, signature pages delivered by facsimile or via electronic mail in
portable document format (pdf) shall be deemed originals. The parties further agree that,
without receiving further consideration, they will sign and deliver such documents and do
anything else thal is reasonably necessary in the future to make the provisions of this Agreement
effective.

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.

lt. 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
the governance or construction of this Agreement to the law of another jurisdiction}. Nothing in
this Agreement shall require any unlawful action or inaction by any party hereto.

12. Severability. If any portion of this Agreement is found to be unenforceable, the
parties desire that all other portions that can be separated from the unenforceable portion or
appropriately limited in scope shall remain fully valid and enforceable.

13. 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,

Release and Settlement Agreement: 09-cv-12614 (FDIC v, FATCO and TICO)
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First American Title Insurance Company

(b}(6)

By:
Name: Beth Sehreajber
tite: _ Senior Claims Counsel

Date: s/efu

Title Insurance Company of Oregon

(b)(6)

By:

Name: “Betn Schre: ber

tite: Senter Ctarme Counse/
Date: S/e | iy

Release and Settlement Agreement: 09-cv- 12614 (PDIC v. FATCO and TICO}

Page 6 0f 6


(b)(6)

RELEASE AND SETTLEMENT AGREEMENT

This Release and Seitlement Agreement (the “Agreement’) is effective as of April 29,
2011 regardless of the date that all parties have executed the Agreement, and is entered into by
and between Federal Deposit Insurance Corporation, as Receiver for IndyMac Bank, P.S.B.
CFDIC’) and First American Title Insurance Company (“FATCO”) and Title Insurance
Company of Oregon (“7ICO”) (FATCO and TICO are hereinafter referred to collectively as the
“Tithe Insurers”) with respect to the claims made in the case captioned Federal Deposit
insurance Corporation, as Receiver for IndyMac Bank, FS.B. v. Parsons, et ail., in the United
States District Court, Eastern District of Michigan, Case No. 09-cv-12614 (the “Litigation’”).

RECITALS
WHEREAS, IndyMac Bank, P.S.B (“IndyMac”) financed four separate real property

purchase transactions in which individual borrowers used mortgage loans funded by IndyMac to

purchase vacant properties located in Plymouth, Michigan known as|

and (the

“Subject Transactions”):

WHEREAS, Source One Title Agency, Inc. (“Source One”) performed title, escrow, and
closing services in connection with the Subject Transactions (the “Closing Services”),

WHEREAS, the Title Insurers issued closing protection letters (the “CPLs")} to IndyMac
relating to the Closing Services;

WHEREAS, FDIC asserted claims in the Litigation against the Tide insurers based on
the CPLS:

WHEREAS, the Title Insurers expressly deny any liability relating to the claims asserted

by FDIC in the Litigation, and

Release and Settlement Agreement: 09-cv-12614 (FDIC v. FATCO and TICO)}
Page 1 of 6

(b)(6)

(b)(6)


WHEREAS, to avoid any further expense of litigation, the parties, having participated in
a court-ordered facilitation, 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, Mutual Release. For and in consideration of the total payment of $390,000
(Three Hundred Ninety Thousand Dollars) by F4TCO on behalf of the Title Insurers to be
payable to “RJ Landau Partners PLLC, Attorneys for Federal Deposit Insurance Corporation”
within fifteen (15) days of the execution of this Agreemenr by FDIC, and in consideration of the
terms and conditions of this Agreement, FDIC does absolutely and unconditionally release the
Tile Insurers, the Title Insurers’ officers, directors, shareholders, members, employees, owners,
agents, affiliates, successors, fiduciaries, and assigns, jointly and severally, from any and all
claims, demands, actions or causes of action, 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 the isle Insurers arising out of the Subject Transactions, the
Closing Services, the CPLs, and/or the facts and circumstances alleged in the Litigation.

For and in consideration of the terms and conditions of this Agreement, the Title insurers
do absolutely and unconditionally release FDIC and FDIC's officers, directors, shareholders,
members, employees, owners, agents, affiliates, successors, fiduciaries, and assigns, jointly and
severally, from any and all claims, demands, actions or causes of action, known or unknown,

now existing or hereafter acquired, and whether or not asserted in the Lingation, which the Tile

Release and Settlement Agreement: 09-cy-12614 (FDIC v. FATCO and TICO)
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Insurers had, have, claims to have, or may hereafter acquire against FDIC arising out of the
Subject Transactions, the Closing Services, the CPLs, and/or the facts and circumstances alleged
in the Litigation,

3. Express Reservation from Releases by FDIC. Notwithstanding any other
provision, by this d4greement, 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 that do
not arise from or relate to the facts and circumstances alleged in the Litigation, or the defense of
the same, or (b) any action taken by any other federal agency.

4. No Assignment. The parties hereto warrant that they have made no other
assignment, transfer, conveyance, or other disposition of any claims, demands, causes of action,
obligations, damages and/or liabilities described above and that they are fully entitled to give
their full and cornplete release of all such claims and demands.

5. Denial of Liability. This Agreement constitutes a compromise of disputed
claims. This Agreement shall not constitute or be construed as an admission of any Hability or
fault by any party hereto, all such liability being herein expressly denied. This dgreement shall
not be construed as an admission of the truth or correctness of any claim asserted by the parties.

6. Assumption of Risk of Material Fact. The parties expressly assume the risk
of any mistake of fact, known or unknown, relating to any of the claims compromised by this
Agreement.

7. Attorney’s Fees and Costs. Each party shall bear its own attorney’s fees and
costs with respect to the Litigation.

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

except by any instrument in writing executed by all of the parties,

Release and Settlement Agreement: 09-cv-12614 (FDIC v. FATCO and TICQ)
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