The parties to this 4greement 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

(b)(6)

By:

Name: Rie \uw A S. Gall
‘Tithe: Cc i) Wl se {
Date: 2 - la - Dold

Ticor Tide Insurance Company of Florida

By:

Name: Susan E. Woods

Title: Senior Vice President and Associate General Counsel

Date: February. 2010


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.

8. 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.

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 terms
of this Agreement, that the terms of this Agreement have been completely read and explained to
the parties by their attorney, and that those terms 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.

il. 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.


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

each party's signature.

Federal Deposit Insurance Corporation, a3
Receiver for IndyMac Federal Bank FSB

By:

Name:

Title:

Date:

Ticor Title Insurance Company of Florida

(b)(6)

By: =
Name: Susan E. Woods

Title; Senior Vice President and Associate Gene

Date: February’ 3, 2010



(b)(6)

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (“Agreement”) is entered into by and between
Federal Deposit Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB (*F DIC”)
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 IndvMac Federal Bank,
FSR v. Great Lakes Broker Funding. LLC, et al., 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 (‘/ndyMacTM) funded mortgage loans to individual

borrowers. [

(b)(6)

(b)(6)

‘o 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 of Title Insurance insuring IndyMac ‘s mortgages securing the Subject Loans,

WHEREAS, IndyMac asserted claims in the Litigation against Ticor based on the Subject
Closings and the Loan Policies of Title Insurance insuring IndyMac ‘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, Ticer expressly 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:

L Recitals. The above Recitals are incorporated herein by reference and made a
part of this Agreentent.

2. Dismissal and Release. FDIC and Ticor, through counsel, shall execute a
dismissal with prejudice and without any costs or attomey’s fees to any party regarding all
claims in the Litigation between Ticor and FDIC.

For and in consideration 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 of the 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 Ticer’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


out of the events and transactions 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 dgreemeni, 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 Litigation, 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 of the 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 im 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 nile or principle that might refer